Notice convening the Annual General Meeting of Shareholders of

HEINEKEN N.V.

to be held virtually on Thursday 22 April 2021 at 1:30 p.m. (CET) and to be attended via webcast onwww.theheinekencompany.com/investors/governance/agm

Agenda

The following agenda items are scheduled for this meeting of shareholders:

1.

  • a. Report of the Executive Board for the financial year 2020

  • b. Advisory vote on the 2020 remuneration report (voting item)

  • c. Adoption of the 2020 financial statements of the Company (voting item)

  • d. Explanation of the dividend policy

  • e. Adoption of the dividend proposal for 2020 (voting item)

  • f. Discharge of the members of the Executive Board (voting item)

  • g. Discharge of the members of the Supervisory Board (voting item)

  • 2. Authorisations

    • a. Authorisation of the Executive Board to acquire own shares (voting item)

    • b. Authorisation of the Executive Board to issue (rights to) shares (voting item)

    • c. Authorisation of the Executive Board to restrict or exclude shareholders' pre-emptive rights (voting item)

  • 3. Composition of the Executive Board

    Appointment of Mr. H.P.J. van den Broek as member of the Executive Board (voting item)

  • 4. Composition Supervisory Board

    • a. Re-appointment of Mr. M. Das as member (and delegated member) of the Supervisory Board (voting item)

    • b. Appointment of Mr. N. Paranjpe as member of the Supervisory Board (voting item)

  • 5. Re-appointment of the External Auditor for a period of one year (voting item)

Documentation

The agenda with explanatory notes, the annual report over the financial year 2020 (including the report of the Executive Board, the remuneration report and the financial statements relating to the financial year 2020), the summary of the Assignment Agreement with Mr Harold van den Broek and the information as referred to in article 392 paragraph 1 Book 2 of the Dutch Civil Code can be found atwww.theHEINEKENcompany.com andwww.abnamro.com/evoting.These documents are also available for review at the Company's offices, Tweede Weteringplantsoen 21, Amsterdam, the Netherlands.

Record Date

The Executive Board has determined that persons entitled to vote at and participate in the General Meeting of Shareholders on Thursday 22 April 2021, shall be those persons who, after all entries and deletions have been processed, have these rights on Thursday 25 March 2021 (the "Record Date") at 6 p.m. (CET) and are registered as such in one of the registers designated by the Company.

Application and registration

Holders of shares in book-entry form

The designated register or sub-register for holders of shares in book-entry form are the records of the institutions affiliated to Euroclear Nederland as well as the records of the other intermediaries as defined in the Dutch Act on giro securities (Wet giraal effectenverkeer) (the "Intermediairy") identifying the shareholder on the Record Date.

Holders of shares in book-entry form wishing to exercise the voting rights attached to such shares must apply as of Friday 26 March 2021 but not later than Tuesday 20 April 2021, 5 p.m. (CET) viawww.abnamro.com/evoting or via the Intermediary of which their shares are administered. In the application process the address of the shareholder, the email address and the securities account will be requested.

The Intermediary needs to submit an electronic confirmation before Wednesday 21 April 2021, 1 p.m. (CET) that on the Record Date the concerned shareholder mentioned in such confirmation was a participant in its collective depot for the number of shares mentioned therein. The Intermediary will also be requested to provide the address of the shareholder, the email address and the securities account in the confirmation procedure.

Holders of shares other than in book-entry form

Holders of shares other than in book-entry form wishing to exercise the voting rights attached to such shares must notify the Company in writing as of Friday 26 March 2021 but not later than Tuesday 20 April 2021, 5 p.m. (CET).

Voting by internet/proxy

A shareholder can give a voting instruction to Mr. B.C. Cornelisse, civil law notary in Amsterdam (or his substitute, a deputy civil law notary at Loyens & Loeff N.V.) to vote on behalf of the shareholder. Electronic voting instructions can be given viawww.abnamro.com/evoting and need to be received by Tuesday 20 April 2021, 5 p.m. (CET).

Webcast

Due to the associated health risks and governmental restrictions related to the COVID-19 pandemic, the meeting will be held virtually and can be attended via webcast. This means that shareholders will not be able to physically attend the meeting. The meeting will be webcast live and available in full viawww.theheinekencompany.com/investors/governance/agm.

Questions regarding the agenda items

A shareholder entitled to vote at the meeting may submit questions about the agenda items until Monday 19 April 2021, 1:30 p.m. (CET). The submitted questions will be answered, possibly in a bundled form, during the meeting and will be published on the website.

Shareholders who have submitted questions before the deadline, may ask follow-up questions via email during the meeting. If it is not feasible to answer all follow-up questions during the meeting, the answers to the remaining questions will be published on the website of the company after the meeting.

The Chairman of the meeting may further determine this in the interest of the order the meeting. Questions may be submitted viainvestors@heineken.com.

Shareholders of Heineken Holding N.V.

Shareholders of Heineken Holding N.V. can follow the meeting viawww.theheinekencompany.com/investors/governance/agm.

The Supervisory Board

The Executive Board

Amsterdam, 9 March 2021

Attachments

  • Original document
  • Permalink

Disclaimer

Heineken NV published this content on 09 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 March 2021 16:30:02 UTC.