36
Corporate Governance Statement (continued)
Selection Appointment Committee
Americas Committee
General Meeting of Shareholders
Convocation
Right to include items on the agenda
Record date
Participation in person, by proxy or through electronic communication
Report of the
Report of the
Financial
Sustainability
Other
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
Heineken N.V. Annual Report 2017
The Selection Appointment Committee, inter alia, (i) draws up selection criteria and appointment procedures for Supervisory Board members and
Executive Board members, (ii) periodically assesses the size and composition of the Supervisory Board and the Executive Board, and makes a proposal
for a composition profile of the Supervisory Board, (iii) periodically assesses the functioning of individual Supervisory Board members and Executive
Board members and reports on this to the Supervisory Board, (iv) makes proposals for appointments and reappointments, (v) supervises the policy of
the Executive Board on the selection criteria and appointment procedures for senior management, and (vi) decides on a request from Executive Board
members to accept aboard membership of a Large Dutch Entity (as defined above) or foreign equivalent.
The Americas Committee advises the Supervisory Board on the overall strategic direction of the Americas Region and reviews and evaluates the
performance, the organisation and the management in the Americas Region.
Annually, within six months of the end of the financial year in which the AGM should be held, inter alia, the following items shall be brought forward:
(i) the discussion of the Annual Report, (ii) the discussion and adoption of the financial statements, (iii) discharge of the members of the Executive
Board fortheir management, (iv) discharge of the members of the Supervisory Board fortheir supervision on the management and (v) appropriation
of profits. The AGM shall be held in Amsterdam.
Pursuant to the law, the Executive Board orthe Supervisory Board shall convene the AGM with a convocation period of at least 42 days (excluding the
date of the meeting, but including the convocation date).
The Executive Board and the Supervisory Board are obliged to convene an AGM upon request of shareholders individually or collectively owning 25%
of the shares. Such meeting shall then be held within eight weeks from the request and shall deal with the subjects as stated by those who wish to hold
the meeting.
If the Executive Board has been requested in writing not laterthan 60 days priorto the date of the AGM to deal with an item by one or more shareholders
who solely or jointly (i) represent at least 1% of the issued capital or (ii) at least represent a value of €50 million, then the item will be included in the
convocation or announced in a similar way. A request of a shareholder for an item to be included on the agenda of the AGM needs to be
substantiated. The principles of reasonableness and fairness may allow the Executive Board to refuse the request.
The Code provides the following in best practice provision 4.1.6: "A shareholder should only exercise the right to put items on the agenda after they
have consulted with the management board on this. If one or more shareholders intend to request that an item be put on the agenda that may result
in a change in the company's strategy, for example as a result of the dismissal of one or several management board or supervisory board members,
the management board should be given the opportunity to stipulate a reasonable period in which to respond (the response time). The opportunity to
stipulate the response time should also apply to an intention as referred to above for judicial leave to call a general meeting pursuant to Section 2:110
of the Dutch Civil Code. The relevant shareholder should respect the response time stipulated by the management board, within the meaning of best
practice provision 4.1.7."
If the Executive Board invokes a response time, such period shall not exceed 180 days from the moment the Executive Board is informed by one
or more shareholders of their intention to put an item on the agenda to the day of the general meeting at which the item is to be dealt with.
The Executive Board shall use the response time for further deliberation and constructive consultation. This shall be monitored by the Supervisory
Board. The response time shall be invoked only once for any given general meeting and shall not apply to an item in respect of which the response
time has been previously invoked.
For each AGM, the Company shall determine a record dateforthe exercise of the voting rights and participation in the meeting. The record date shall
be the 28th day priorto the date of the meeting. The record date shall be included in the convocation notice, as well as the manner in which those
entitled to attend and/or vote in the meeting can be registered and the manner in which they may exercise their rights.
Only persons who are shareholders on the record date may participate and vote in the AGM.
Each shareholder is entitled, either personally or by proxy authorised in writing, to attend the AGM, to address the meeting and to exercise his or her
voting rights.
The Executive Board may determine that the powers set out in the previous sentence may also be exercised by means of electronic communication.
If a shareholder wants to exercise his or her rights by proxy authorised in writing, the written power of attorney must be received by the Company no
laterthan on the date indicated for that purpose in the convocation notice. Through its corporate website, the Company generally facilitates that
shareholders can give electronic voting instructions.
