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Expert Corporate Governance Service (ECGS)
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Heineken Holding NV - 25 April AGM

In general, Heineken Holding is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

 Under ITEM 7a, it is proposed to re-appoint Ms. Charlene de Carvalho-Heineken as Member of the board of directors. Ms. de Carvalho-Heineken is NOT considered independent as she is an executive member of the board as well as a representative of major shareholder L'Arche Green N.V. The independence ratio on the board will under normal circumstances only be 13%, indicating that there is insufficient independent representation on the board. In view of insufficient independent representation on the board, ECGS recommends to vote OPPOSE.

 Under ITEM 7b, it is proposed to re-appoint Mr. Michel de Carvalho as Member of the board of directors. Mr. de Carvalho is NOT considered independent as he is an executive member of the board as well as a representative of major shareholder L'Arche Green N.V. ECGS furthermore notes that Mr. de Carvalho currently has the age of 74 years, which is in excess of the age limit set by the Company. In light of insufficient independent representation on the board as well as not respecting the age limit set by the Company, ECGS recommends to vote OPPOSE.

 Under ITEM 7c, it is proposed to re-appoint Ms. Charlotte Kwist as Member of the board of directors. Ms. Kwist is NOT considered independent as she is a representative of major shareholder L'Arche Green N.V. In view of insufficient independent representation on the board, ECGS recommends to vote OPPOSE.

Underlying
Heineken Holding N.V.

Heineken Holding is a holding company based in the Netherlands. Through its subsidiaries, Co. promotes the continuity, independence and stability of the Heineken group. This creates the conditions which enable Heineken N.V. to pursue its long-term policy in the interest of the shareholders, the staff and other stakeholders. Co. does not engage in operational activities itself. These have been assigned within the Heineken group to Heineken N.V. and its subsidiaries and associated companies. Through Heineken N.V., Co. is involved in the brewing and selling of beer.

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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