Corporate Governance Statement (continued)
Resolutions to be adopted by the AGM
Article 10 of the EU Take-Over Directive Decree
Report of the
Report of the
Annual Report 2016
The AGM has authority to adopt resolutions concerning, inter alia, the following matters:
- Issue of shares by the Company or rights on shares (and to authorise the Executive Board to resolve that the Company issues shares or rights
- Authorisation of the Executive Board to resolve that the Company acquires its own shares
- Cancellation of shares and reduction of share capital
- Appointment of Executive Board members
- The remuneration policy for Executive Board members
- Suspension and dismissal of Executive Board members
- Appointment of Supervisory Board members
- The remuneration of Supervisory Board members
- Suspension and dismissal of Supervisory Board members
- Appointment of the Delegated Member of the Supervisory Board
- Adoption of the financial statements
- Granting discharge to Executive and Supervisory Board members
- Dividend distributions
- A substantial change in the corporate governance structure
- Appointment of the external auditor
- Amendment of the Articles of Association; and
Resolutions on a major change in the identity or character of the Company or enterprise shall be subject to the approval of the AGM. This would at
least include (a) the transfer of the enterprise or the transfer of practically the entire enterprise of the Company to a third party, (b) the entering into
or the termination of a lasting co-operation of the Company or a subsidiary with another legal entity or company or a fully liable partner in a limited
partnership or general partnership, if such co-operation or termination is of fundamental importance to the Company and (c) acquiring or disposing
of a participation in the capital of a company by the Company or a subsidiary amounting to at least one-third of the amount of assets according
to the Company's consolidated balance sheet plus explanatory notes as laid down in the last adopted financial statements of the Company.
The issued share capital of the Company amounts to EUR 921,604,180.80, consisting of 576,002,613 shares of EUR 1.60 each. Each share carries
one vote. The shares are listed on Euronext Amsterdam.
All shares carry equal rights and are freely transferable (unless provided otherwise below).
Shares repurchased by the Company for the share-based Long-Term Variable (LTV) awards or for any other purpose do not carry any voting rights
and dividend rights.
Shareholders who hold shares on a predetermined record date are entitled to attend and vote at the AGM. The record date for the AGM
of 20 April 2017 is 28 days before the AGM, i.e. on 23 March 2017.
Pursuant to the Financial Supervision Act (Wet op het financieel toezicht) and the Decree on Disclosure of Major Holdings and Capital Interests in
Issuing Institutions (Besluit melding zeggenschap en kapitaalbelang in uitgevende instellingen), the Netherlands Authority for the Financial Markets
has been notified about the following substantial shareholdings regarding the Company on 1 January 2017:
Mrs. C.L. de Carvalho-Heineken (indirectly 50.005%; the direct 50.005% shareholder is Heineken Holding N.V.).
Voting Trust (FEMSA) (indirectly 10.14%; the direct 10.14% shareholder is CB Equity LLP); as at 31 December 2016, Voting Trust (FEMSA)'s indirect
shareholding in the Company (through CB Equity LLP) stands at 12.53%.
Massachusetts Financial Services Company (a capital interest of 2.67% (of which 1.73% is held directly and 0.94% is held indirectly) and a voting
interest of 4.97% (of which 2.04% is held directly and 2.94% is held indirectly)).