Expert Corporate Governance Service (ECGS)
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Proxy Report - 19/04/2018

We note that shareholders are not requested to vote on the proposed dividend in this meeting. We consider this to be deviating from market practise and we urge the Company to put proposed dividend up for shareholders approval.

Under agenda item 8, it is proposed to amend the Articles of Association of the Company. The proposal to amend the Articles of Association is in particular driven by the wish to abolish the priority shares from the capital structure of Heineken Holding N.V. and brining the Articles of Association in line with the Code and current provisions in statutory Dutch law. Although we would have preferred amendments to be put to a shareholder vote separately, we welcome the simplification and more egalitarian share structure at the Company. We have no further concerns over the proposed amendments in the articles of association and recommend approval.

Under agenda item 9a and 9b, it is proposed to reappoint Mr J.A. Fernández Carbajal and newly appoint Mrs L.L.H. Brassey as non-executive members of the Board of Directors for a term of 4 years.*

The independence rate of the Board of Heineken Holding is low compared to Dutch market standards and does not comply with the stipulations of the Dutch Corporate Governance Code (maximum of 1 non-independent Board member). Given the low independence rate of the Board, we recommend OPPOSE to the reappointment of Mr. Das (agenda item 9a).

Mrs Brassey is a daughter of Mrs. de Carvalho-Heineken. Although we appreciate the personal involvement of the Heineken family in Heineken Holding, we do not agree with the appointment of Mrs Brassey since she is non-independent (given the family ties with the Heineken family). Therefore, we recommend OPPOSE to the appoitnment of Mrs Brassey (agenda item 9c).

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.


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