50
Corporate Governance statement
Introduction
Each share confers the right to one vote. Blank votes
shall be considered as not having been cast.
Sustainability
Review
Other
Information
Financial
Statements
Report
of the
Supervisory
Board
Report
of the
Executive
Board
Voting
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.
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.
Minutes
The proceedings in the AGM shall be recorded in
minutes taken by a secretary to be designated by the
chairman of the meeting. 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.
Resolutions to be adopted by the AGM
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 on shares)
- 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 policy for 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 material change in the corporate governance
structure
- Appointment of the external auditor
- Amendment of the Articles of Association, and
- 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 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.
Article 10 of the EU Take-Over Directive Decree
Shares
The issued 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).
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 25 April 2024 is
28 days before the AGM, i.e. on 28 March 2024.
Shares repurchased by the Company for the share
based Long-Term Incentive Plan (LTIP) or for any
other purpose do not carry any voting rights and
dividend rights.
Law on the Conversion of Bearer Shares
As of 1 July 2019, the Dutch Law on the Conversion of
Bearer Shares (Wet omzetting aandelen aan toonder)
has entered into effect. All (bearer) shares in the
Company’s authorised capital have already been
registered as per earlier amendment of the Articles of
Association. However, there still are share certificates
for bearer shares circulating which are eligible for
submission with the Company.
Any holder of certificates for bearer shares submitting
its share certificates with the Company before 2
January 2026, shall receive a corresponding amount
of registered shares by the Company as per the
transitory provisions laid down in Article 18 of the
Articles of Association.
Substantial shareholdings
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:
- Mrs. C.L. de Carvalho-Heineken (holds indirectly
50.005% of the issued share capital of the Company;
the direct 50.005% shareholder is Heineken Holding
N.V.). Further details can be found in the Annual
Report of Heineken Holding N.V.
Pursuant to Dutch law, the Company received 12,037
certificates for bearer shares without consideration on
31 December 2020.
Heineken
N.V.
Annual
Report
2023
Chairman of the AGM
The AGM shall be presided over by the Chairman or
the 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.
