37
Corporate Governance Statement (continued)
Attendance list
Chairman of the AGM
Voting
Minutes
Resolutions to be adopted by the AGM
Article 10 of the EU Take-Over Directive Decree
Report of the
Report of the
Financial
Sustainability
Other
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
Heineken N.V. Annual Report 2017
Each person entitled to vote or otherwise entitled to attend a meeting or such person's representative shall have to sign the attendance list, stating the
number of shares and votes represented by such person.
TheAGM shall be presided over by the Chairman orthe Vice-Chairman of the Supervisory Board, or in his absence, by one of the Supervisory Board
members present at the meeting, to be designated by them in mutual consultation. If no members of the Supervisory Board are present, the meeting
shall appoint its own chairman.
All resolutions of the AGM shall be adopted by an absolute majority of the votes cast, except for those cases in which the law or the Articles of
Association prescribe a larger majority.
Each share confers the right to one vote. Blank votes shall be considered as not having been cast.
The Executive Board may determine in the convocation notice that any vote cast prior to the AGM by means of electronic communication shall be
deemed to be a vote cast in the AGM. Such a vote may not be cast prior to the record date. A shareholder who has cast his or her vote prior to the AGM
by means of electronic communication remains entitled, whether or not represented by a holder of a written power of attorney, to participate in
the AGM.
The proceedings in the AGM shall be recorded in minutes taken by a secretary to be designated by the chairman of the meeting, which minutes shall
be signed by the chairman of the meeting and the secretary. If, in deviation of the above, a notarial record of the proceedings of the AGM is drawn up,
the chairman of the meeting shall countersign the notarial record. Upon request, the record of the proceedings of the AGM shall be submitted to
shareholders ultimately within three months after the conclusion of the meeting.
TheAGM 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
on shares)
Authorisation of the Executive Board to resolve that the Company
Appointment of the Delegated Member
acquires its own shares
of the Supervisory Board
Cancellation of shares and reduction of share capital
Adoption of the financial statements
Appointment of Executive Board members
Granting discharge to Executive and Supervisory Board members
The remuneration policy for Executive Board members
Dividend distributions
Suspension and dismissal of Executive Board members
A material change in the corporate governance structure
Appointment of Supervisory Board members
Appointment of the external auditor
The remuneration of Supervisory Board members
Amendment of the Articles of Association, and
Suspension and dismissal of Supervisory Board members
Liquidation.
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 orthe transfer of practically the entire enterprise of the Company to a third party, (b) the entering into
orthe 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 ortermination 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.
Shares
The issued share capital of the Company amounts to €921,604,180.80, consisting of 576,002,613 shares of €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 19 April 2018
is 28 days before the AGM, i.e. on 22 March 2018.
