AGM 2020

Apr 22, 2020

General Meeting of Shareholders of Heineken NV. I'm Jean Marc Huette. Since 2014, I've been a member of the Supervisory Board member and since 2019, Chairman. I'm honored to be Chairman of this company. I will do my very best to make this meeting as pleasant as possible despite the exceptional situation that we are now in. This is not the usual setting that you are accustomed to as a shareholder of Heineken. We are dealing with highly exceptional circumstances due to the COVID-nineteen virus that impacts all of us all over the world. I must confess that I had imagined my first meeting as chairman of the supervisory board differently. Unfortunately, this year, you will be missing many of the elements you can usually expect from our AGM. Ordinarily, we meet at the Delamar Theater. The executive directors and supervisory directors look forward to speaking with you during the meeting, and we often meet at the reception after the meeting as well. Please note that we hold our shareholders in the highest esteem. You keep us on our toes, and it's important for us to be in contact with at the company 36 years ago. He started in 1984 as management trainee and subsequently held various positions at Heineken. In 2001, he joined the Executive Board and was appointed CEO in 2,005. You are all undoubtedly familiar with the exceptional achievements of Jean Francois. Over the past 15 years, Heineken has more than doubled in size, thanks in part to strong organic growth, but also through major acquisitions, including Scottish and Newcastle, FEMSA, Asia Pacific Breweries, Brazil Kirin and the strategic partnership with CR Beer in China completed last year. So Heineken became a truly global brewer during his time. In addition, Jean Francois guided the international growth of the Heineken brand, and the company developed and implemented the sustain strategy brewing a better world. Jean Francois leaves behind him a versatile company with over 60 nationalities holding senior management positions. Another tribute to his success are the strong talents that Jean Francois has trained, including Dolfo Limbrink, about whom you'll hear more later. And above all, I would like to let you know, Jean, how much I and many others appreciate you as a person. I want to emphasize your contributions to the meetings with the supervisory board and the pleasant cooperation between the supervisory board and Board of Management, in particular, your unbridled enthusiasm and energy, humor, critical eye, wise words and discerning insights. I have always enjoyed our conversations enormously as well as our personal contacts, even outside the meetings. Jean, we would have preferred to reflect on this moment gather in person today. But given the circumstances, we're doing it this way now. I would like to thank you on behalf of the Supervisory Board and Laurence Debru. You have made an essential contribution to the success of Heineken over the past 15 years. And we will miss you and wish you and your family all the best, Jean Francois. Thank you very much, Jean Marc. Today is indeed a special day for me. Although I won't be saying goodbye until May 31st, this is the last general meeting of shareholders I will attend as a member and Chairman of the Executive Board. I would like to thank all of you for the trust you have placed in me over the past 15 years that I have served as CEO and Chairman of the Heineken Executive Board. Heineken is and will remain a great company. And I look back on 36 wonderful years with some sadness and also immense gratitude. And I have enjoyed attending these meetings and appreciate all the lively discussions and conversations I've had with you. On June 1, I'm proud to hand over to Dolf Van den Brieck, and I'm sure that Heineken and its shareholders will be very happy to have him as the new CEO. I would have loved to say goodbye to you personally, but right now, your health is the top priority. Hopefully, we'll meet again in good health in the future. And at the end of this meeting, I will certainly not say farewell. I will say, see you later. See you next time. Back to you, Jean Marc. Thank you, Jean Francois. I'll get back to you in a moment. But first, I will note that today is also the last general meeting of shareholders of auditor Jan Dahlhuysen from Deloitte. Soon, he will deliver his final presentation on Deloitte's audit duties. On behalf of the entire supervisory board and the executive board, I wish to thank him sincerely for his work since 2015 and his virtual presence at this special meeting from next year, he will be succeeded by Deloitte's auditor, Bert Albers. Finally, a new voice and hopefully soon, new face to which you can become used to is Dolfo Lambri, prospective member of the Executive Board and CEO as of June 1, 2020. His appointment will be addressed at agenda item 7. But first, I'd like to introduce you to DOLF. DOLF, the floor is yours. Thank you very much, Jean Marc. I'm deeply honored to have been nominated to lead this great company as CEO. I'm very grateful to the supervisory board for their confidence in me and to the executive board, and I look forward to taking on this challenge together with Laurence and the executive team. I joined Heineken 22 years ago as a management trainee, after which I had the opportunity to work in the 4 regions of Heineken with people from different backgrounds and different cultures. My last position as regional president of Asia Pacific in Singapore will be handed over to Jacob van der Linden in the coming months, after which I will move back to the Netherlands with my wife and 2 daughters following 15 years abroad. During these 22 years, I have always valued being part of this special company, both for business reasons and for personal ones. The core values of Heineken are near and dear to me. Our employers with excuse me, our employees with infinite passion, creativity and strength continuously make the best of themselves and in our company. They inspire me daily. They are a tribute to the success of Heineken. Especially in these difficult and turbulent times, the sense of togetherness and cooperation has strengthened. Even though we are forced to work together at a greater physical distance, I believe I speak on behalf of several colleagues when I say that we are growing closer to each other. We will have to remain transparent and open to each other in the coming period to face the new reality and continue along the right course. I realize that this is not an easy task, but I am 100% committed to taking on this challenge to continue to generate long term value for Heineken in the future. I will be doing this with my colleagues and Laurence. Finally, taking over from Jean Francois is a tremendous honor. Jean Francois, you have been a highly valued colleague, an inspiring leader and a great person and a great mentor to me personally. I am very grateful for your leadership in the past 15 years and for everything you have contributed to Heineken. Heineken has advanced on many fronts geographically in terms of profitability, diversity and social engagement. Ladies and gentlemen, that was my introduction. I look forward to meeting all of you in person and in good health next year. Over to you, Jean Marc. Thanks, Dolf. I will now continue with some announcements regarding the procedure at this meeting. As usual, we will address all items on the agenda, but somewhat more briefly than you're accustomed to. We will focus on the essence of our presentations and we'll also share questions and answers submitted. Shareholders who submitted questions prior to this meeting will have the opportunity to submit follow-up questions, which will be addressed at the end of this meeting. The questions and answers submitted will be dealt with in summary during the meeting, but have been published in their entirety on the website and are attached to the minutes of this meeting as an appendix. Should any new questions arise that you have not been able to ask during the meeting, then you may send these to investorshennegan.com, and we will answer them in the next few days. Shareholders have given voting instructions prior to this meeting. And because we are holding a virtual meeting without a live vote, the voting results are already known. We will announce these per agenda item during the meeting. Within a few days, the resolutions and voting results will be posted on the website. The minutes from the meeting will be posted on the website within 3 months. Ladies and gentlemen, our thoughts are with all those around the world who are directly or indirectly affected by the COVID-nineteen virus, and Jean Francois will elaborate on this later. At this point, I would like to thank our employees who work day and night to ensure business continuity for their relentless efforts in these exciting times. Now, I will move on to the meeting formalities. All formalities for convening this meeting had been complied with. That means that valid decisions may be taken on all agenda items announced. 1438 shareholders have jointly cast 508,000,000 673,452 votes, representing 88.42 percent of the issued capital. Now we will move on to item 1A on the agenda. I am pleased to give the floor to the Chairman of the Executive Board, Mr. Jean Francois Van Boksmir. Thank you, Jean Marc. Before I take you through the results of 2019, I will open with a genuine word of thank you to our investors and all those who have been involved in planning this AGM under these unprecedented circumstances. It is miraculous to see how the situation has evolved in different phases across all continents relating to COVID-nineteen. What is not involving in different stages, but has been a constant factor is the commitment, resilience and creativity of our people. Since from the outset, they have been working relentlessly through this crisis, and I'm grateful for their support in these troubled times. We are all venturing onto uncharted territories, and the COVID-nineteen crisis progressed so incredibly fast that 2019 seems like a long time ago. Still, it is part of the procedure of our general meeting to give you a recap of what from our perspective was a good year. I'll take you through this first and afterwards, I'll address how COVID-nineteen is impacting our business today as well as the measures we are taking and commitments we are making to ride this wave as best we can. I'll start with some key figures from 2019. In 2019, we delivered another superior top line growth year with ongoing strong performance in the second half of the year. Organic net revenue, Bayer, increased by 5.6%. This growth was well balanced with the consolidated beer volume that rose by 3.1% and the net revenue by increased by 3.3% per hectoliter. The Heineken brand growth accelerated to 8.3%, the best performance in a decade. We closed the year with an operating profit Bayer growth of 3.9% and an operating profit Bayer margin still by a of 16.8%. Net profit by increased 4.3% organically, slightly ahead of operating profit. Just a moment. This is slightly more Jean Marc. Jean Francois. The telephone line? What is that? No, you're back on. You can go on. There was a little haircut. So go on, please. Yes. Okay. I understand there were some technical problems that happens. We apologize for that. Let's now have a look at the BEIA operating profit on Slide 5. That's the next one, please. Consolidation changes had a small negative impact of €21,000,000 Currencies had a positive translational impact of €80,000,000 on the operating profit, mainly because of the Mexican peso and the Vietnamese dong. This was in part offset by losses in the Brazilian real. Organic growth was 3.9% or €153,000,000 led by strong growth in turnover, which was in part offset by inflation of input costs and higher investments in our global sponsorships, e commerce and technology upgrades. On Slide 6, you see a chart of our results by region, with organic net revenue by a growth in all regions and double digit growth in Asia Pacific. The price mix based on a constant geographic basis rose by 3.4%. In Africa, Middle East and Europe and Eastern Europe, organic net revenue growth rose by 8.9%, with Nigeria stabilized despite an increase in excise duties. Regional operating profit was stable as the growth in South Africa, the DRC, Egypt and Ethiopia was offset by declines in Nigeria and Cote D'ivoire. In the region Americas, so in North and South America consolidated, beer volume rose by 2.6% organically, driven by a strong 4th quarter with 5.2% growth. 2% growth. Operating profit by the Americas rose by 4.6% organically, with growth in Mexico and Brazil being offset in part by the United States. In Asia Pacific, consolidated beer volume rose organically by 11.8% with double digit growth in Vietnam, Cambodia, Myanmar, South Korea and Japan. The region delivered organic operating profit by a growth of 12.1% driven by Vietnam and Cambodia. In Europe, consolidated beer volume was marginally lower organically with the region back on track in the second half. Regional operating profit by a decrease 0.8 percent organically impacted by a significant step up in investment to upgrade our technology brand The Heineken brand accelerated its growth to 8.3 percent to deliver its best growth in over a decade. Growth this growth came from many markets led by double digit growth in Brazil, Mexico, South Africa, Nigeria, the UK, Romania and Germany. Brazil is now the largest market for the Heineken brand globally. And Heineken 0.0 was available in 2019 on 57 markets, and our partnership with the Champions League has been extended until 2024. So let's turn to Slide 8. I would like to share some highlights on other drivers of our strong top line growth. Our portfolio of international brands grew high single digit. And that's how we call that in English, driven by the double digit growth of Tiger in Vietnam and Cambodia and Amisto in Brazil, Mexico, Russia, South Africa and the U. K. The new alcohol portfolio grew double digit, driven by Heineken 0.0, line extensions of other leading brands and beer mixes. Cider volume was stable at 5,600,000 hectoliters with double digit growth outside of the UK, specifically in South Africa and Russia. And last but not least, also in 2019, we continue to invest in our e commerce platform to also stay in contact digitally with our customers. Moving on to Brewing a Better World, and that's the next slide. Sustainability is an integral part of our business. We aim to cover the entire value chain through our approach and objectives. The safety of our employees and contractors remain a first priority. The frequency of accidents decreased by 39% from 2015, exceeding our target of 20% by 2020. More than 60 markets have used at least 10% of their marketing budget for the Heineken brand for campaigns about responsible alcohol consumption. Drop the Sea, our 2,030 ambition for CO2 reduction, was well on its way in 2019. Our goal for 2,030 is to obtain 70% of our total electrical and thermal energy needs for the breweries from renewable resources. In 2019, we ended at 19% compared to 15% in 2018. Water is, of course, also a priority for us. We have worked hard over the past 10 years to reduce our water consumption. In 2019, we used 30% less water in relative terms compared to 2,008, thus exceeding our 2020 target. Our water consumption fell on average to 3.4 hectoliter per hectoliter beer produced, where our aim was 3 0.5 hectoliters. We also launched our strategy for 2,030, and it's called Every Drop. We made progress in sourcing crops locally in Africa. In 2018, we ended at 44% compared to 37% in 2018. But a lot more needs to happen to achieve our target of 60%. In 2019, we were on track to achieve most of our 2020 targets. But we also recognize that in some areas, there is more to be achieved, including water balancing, COT consumption and distribution and local sourcing in Africa. We will continue to work on this even after 2020. Following the review of 2019, this is where I, as per usual, give you an update on the results for the Q1 and the 2020 outlook. Before I talk about this, I want to take a moment because it is important to place everything within the context of the COVID-nineteen crisis. We should not forget that COVID-nineteen started late 2019 in Huwam, China, and it has spread at a very high pace across the world. The 1st casualty outside of China was registered in and the World Health Organization declared COVID-nineteen a pandemic on the 11th March. In sum, a virus that was first identified in China last year, but nowadays, it's having an enormous impact globally. It has affected over 2 10 countries and territories. And we have over 2,400,000 confirmed cases. Worldwide. And we are counting over 160,000 casualties. And this is going to end. And because we have no idea how long it will have an impact on the economy, it is impossible to assess the impact on our business. Consequently, you have seen that we have withdrawn our full year guidance in our press release of 8 April. Moving on to the results for the Q1 of 2020. The volumes for the Q1 show the first impact of COVID-nineteen on our business with a beer volume decline of 2.1 percent and a 40% decline in March alone. Although the first 2 months were strong, we saw a significant negative impact on our volumes in March after measures were implemented. In most cases, far reaching measures were not implemented until the last weeks of March. Many bars and restaurants had to close their doors almost immediately. In summary, the initial impact of the COVID-nineteen crisis is already feasible in the performance for the Q1 of 2020. We expect this to deteriorate even further in the Q2 of 2020. Lockdowns can be lifted, but the impact on the economy are likely to be lasting. This brings me to the next topic. How are we going to respond as Heineken from the moment the WHO declared the COVID-nineteen outbreak a pandemic, and that was the 11th March, we have been following 3 guiding principles. 1st, health, safety and trust of our people is of paramount importance, our first priority. 2nd, we do everything in our power to safeguard the continuity of our business and appeal of our brands, including the business continuity of our customers and suppliers. 3, Thirdly, we offer our support to the communities most affected by the pandemic. Let me go through these three things 1 by 1 and give some examples of what it is that we're doing. With respect to the safety and the well-being of our people, I want to say the following. We have set up a Global People and Health COVID-nineteen task force. That task force is led by our Chief Human Resources Officer, Christian Steenbergen. This is replicated at regional and at APCO level to ensure full alignment at all times and to enable fast learning and sharing of best practices. This alignment can be seen at all levels, including through regular video messages on our company Facebook, we work by myself and other senior managers. Furthermore, we stay in contact with the health authorities, the WHO as well as local governments. To support the health and safety of our employees, we have ensured that our employees working in production, distribution and sales can continue their daily jobs in Frontline, while adhering to all local and company guidelines. They are receiving all possible support and tools to do their jobs safely. Next, our employees who work in offices, the vast majority thereof is working from home. We have ensured that there is an appropriate IT infrastructure to facilitate this, and we are offering toolkits to continuously safeguard their well-being, both physically and mentally. For all employees, we accelerated our programs of digital learnings. Last but not least, we have imposed a global travel ban to avoid further spreading of the virus. With the enormous impact that COVID-nineteen has on the life of all our employees, it is understandable that people worry about their job security. To reassure them, we have said that we will not carry out structural layoffs until the end of 2020 caused by COVID-nineteen. The Executive Board and the executive team have jointly decided to cut their base salary by 20% between May December 2020 As a show of solidarity with the company and employees affected by this crisis, we stay close to our senior managers because they are so important in these difficult times and despite the significant reductions in their variable remuneration, remain very committed nonetheless. Our second principle relates to the business continuity. It is paramount to ride the wave of the crisis to ensure that we can come out on top once the first signs of recovery are feasible. Our Global Business Impact Task Force is led by our CFO, Laurence Debreu. More than ever, we are managing and working together with our OpCos to transition into a cash mode rather than a profit and loss mode. This includes suspensions of all non committed CapEx. We will not start up new projects or technology, no upgrades and the current ones have been halted or are being scaled down. Furthermore, it has been decided that the senior management, including the executive team, will not receive a bonus for 2020. Locally, our opcos are driving necessary adjustments to their advertising campaigns to remain effective, and they are adapting their communication to consumers to stay relevant and to reflect social distancing measures. Collectively, we are adapting to this new normal. We try to deal with all of this creatively so we can continue to do business in a new way. As regards our commitments to various stakeholders to ensure business continuity, our measures are far reaching. We are working with our customers to scale up our on trade efforts across all regions. For example, Heineken supports cafes and bars in the Netherlands. We contributed to the campaign, helped the hospitality service, and we are working with cups in the UK by extended credit and offer rent relief where possible to help them out. We are doing everything in our power to pay our suppliers in time and where possible offer additional support to our most vulnerable small and medium sized companies. As far as the commitment to our society is concerned, it is impressive. We have seen so many initiatives taken by our local services because some of us are truly fighting COVID. I am so proud of the commitment of our teams. There is no subsidiary who has not done something. Heineken, by nature, is not a large ink For example, the donation of water and non alcoholic beverages, the prediction of hand sanitizers and monetary contributions to frontline medical facilities. Taken together, this amounts to a value of €5,000,000 Let me give you some examples. In the Netherlands and Belgium, Heineken delivered 250,000 sanitary hand gel bottles. And we used we created this using alcohol from the brewing process. First, we delivered to hospitals, but hopefully, we can scale this up in due term. In Brazil, our company donated water and masks in cooperation with local municipalities. Indonesia Heineken makes donations of disinfection equipment to health centers, communities and families. And in Nigeria, we're working on health messaging and how to prevent the spread of COVID-nineteen through social media platforms. Lastly, 2 weeks ago, we announced that Heineken donated EUR 15,000,000 to the Red Cross. And these donations were directed particularly at the most vulnerable people in Africa, Asia and Latin America. Furthermore, we are proud to announce and happy as well that the Carvallo Heineken family, together with their holding company, has decided to donate EUR 10,000,000 to 8 charities to support the COVID-nineteen relief efforts. Let me finish by saying that we have entered a crisis with a healthy balance sheet. We have an undrawn committed revolving credit facility of EUR 3,500,000,000. And in recent weeks, we successfully secured additional financing through the issue of new bonds. We can meet our financial commitments, including the EUR 1,000,000,000 bond maturing in August and the final dividend for 2019 subject to the approval of this meeting, of course. At the same time, Heineken announced yesterday that it will deviate from its dividend policy. No interim dividend will be paid in August 2020, and that's the interim dividend for 2020. I'm proud of the leadership, the commitment and the courage of our teams and are fully I have full faith in their talent, creativity and energy to steer Heineken through this unprecedented situation and to protect our brands and companies and to continue to develop them. So this is my presentation. However, we have received a number of questions of shareholders, and I will briefly talk about these. The detailed questions and answers will be disclosed on our website and will be included as an attachment to the minutes of this meeting. First, regarding the COVID-nineteen, several questions have been discussed indirectly in my presentation, but I would like to talk about the VEB questions they asked. What is the volume impact from COVID-nineteen in the on trade and the hospitality service? And how do we compensate. Retail is still growing, especially for modern retailers, but this is not sufficient to catch up in terms of volumes lost. And we're talking about the COVID-nineteen related restrictions, of course. Beer remains deeply ingrained in social occasions. So overall consumption occasions are being lost, and this has a volume impact, and I'll talk about our mitigating measures later. Regarding cost control, that's another topic raised by the VEB. I already explained what the changes are in the pay to senior management as well as our commitment to our people for 2020. In addition, the VEB wondered how we deal with cost savings in the following topics. When it comes to wages, it should be noted that a significant number of employees are inactive for the moment. Heineken continues to provide employees with income. In some countries, Heineken uses government support. And in such countries, Heineken complements supplements the governmental support to protect workers' income where we can. When it comes to working capital, security of supply to our breweries are guaranteed for the moment in the near term. In most cases, we are able to either cancel orders no longer needed or redirect them to different breweries, breweries that need it. We do incur a risk in respect of being over hedged in some committees, which will represent the cost in the expected volumes not met. This crisis is de facto a significant disruption in demand. And as such, we have seen our inventory levels increase over the 1st weeks as orders were canceled on short notice. Going forward, our main risk in terms of working capital is the creditworthiness of our customers. And at the end of March, the effects seem not to have been materialized. Mr. Spania asked us, amongst others, the following with regards to our support to the hospitality services in the Netherlands. 1st, what measures has Heineken take with regards to surplus beer? 2nd, how can cafes and restaurants return surplus beer? I can say the following about this. The Dutch hospitality industry is hit hard by COVID-nineteen. Not a drop of beer has been tapped. Now even before all preventative measures in society came into effect, Heineken Netherlands took action for all its customer by offering liquidity, canceling events free charge, canceling orders and not charging them collectively for tanked beer, closing taps, installations and to flush pipes so that hygiene and quality are guaranteed for better times. The VE bet has also asked what this will do with our leverage ratios. Logically, this ratio will deteriorate or is likely to as a result of COVID-nineteen. Our target of net debt to EBITDA of below 2.5 times remains intact. Specifically regarding the VEB question about the impact of COVID-nineteen on our operations in Nigeria and our ability to withstand economic adversity, in the interest of the press release from Nigerian breweries. Next, I turn to a question from the VEB and Mr. Spiner on the financial consequences for Heineken in relation to our sponsorship contracts. Please note that up to this moment, none of the stated events has been cancelled. Technically, they've all been postponed. We have long term relationships with our sponsor partners and are meeting our commitments for this year so that they will emerge from the crisis as well. Generally, non committed marketing expenses are continuously assessed, keeping in mind the long term potential of our brands. In addition, the VEB has asked other questions relating to 2019, and I will highlight 3 of these at this time. The first question concerns the new law in Vietnam to counter issues related to drunk driving. Heineken supports the government's efforts to take action to address drunk driving issues. As a leading and responsible brewer, Heineken is committed to encouraging responsible consumption among consumers. Over the past few years, we have been proactively working together with the National Traffic Safety Committee and the private sector to raise awareness about this issue and provide practical guidance. And we launched that was in Q1, excuse me, said the speaker. We launched Heineken 00 successfully in Vietnam. It's too early to comment on performance. We continue to track the progress to move positive changes forward. 2nd, we were asked what Heineken's strategy is toward Hard Seltzers, an emerging category in the United States. We always monitor new developments and trends carefully, including heart seltzers. Before COVID-nineteen, hard seltzers were growing rapidly. That category exceeded the craft segment at the time. Heineken has a relatively small presence in the United States of approximately 4% market share without any large scale breweries. And for the moment, we need to focus on fixing our core business before venturing into new adjacent categories. 3rd, the VEB asks whether Heineken would consider buying additional shares in United Breweries should those become available. I can say the following about that. We're satisfied with our current interest in the company. However, we have always said that if the opportunity arises to increase our share in that company, we will assess that opportunity. Now sustainability. Concerning our every drop water strategy, we received 2 questions from the VBDO. Why is Heineken's efficiency target for 2,030 less ambitious than that of Carlsberg? And will Heineken be transparent in its reporting on the progress of our strategy? Regarding the second, I'll be brief. Yes, we will certainly do that. As for the first question, this is because we opted for a strategy that matches our company. Producing more efficiently is the only measure is not going to solve the problem of water scarcity. So we are looking beyond our own breweries in water stressed areas, with every drop aims to make our treated wastewater circular, and we want to return every liter of water we use in production back to nature, for example, through reforestation or landscape restoration. And most important of all is cooperative effort because we can never achieve this alone. VBIDEO also asked 2 questions about our supplier code and improving working conditions. 1, is Heineken willing to share more information about progress in this respect and 2, to what extent has Heineken formulated, objectives for 2013? The answer to the last question is we are still working on this, but it's our mission to work actively with suppliers on improvements where necessary. And we will also report on that, which, in fact, we are already doing with regard to the actions we take with our brand promoters. Finally, the BDO wonders to what extent the earnings of men and women at Heineken differ and whether we are willing to report on this. We do not currently have any insight into that, but we're busy trying to identify that. And we hope to have an initial impression by the end of this year. And in addition, the Stifting Resperescreme and Bolegas has asked us several sustainability related questions. I trust these have been answered during this presentation. I will leave it at that. You will find detailed questions and our answers on our website. Ladies and gentlemen, this was my last presentation and my last Q and A, as Chairman of the Executive Board. I wish you all the very best and once again, many, many thanks for these wonderful years. And over to you, Jean Marc. Jean Francois, thank you. And thank you for addressing the questions submitted. I'd be here for a note that the report has been taken note of and closed this item on the agenda. Now on to 1B on the agenda. I am pleased to give Martin Doss, Chairman of the Remuneration Committee, the floor. Thank you very much, Mr. Chairman. I am pleased to elaborate on the implementation of the remuneration for the Executive Board in 2019. At the previous item on the agenda, the Executive Board provided a detailed account of the company's performance in 2019. In keeping with the performance based remuneration principle of our remuneration policy, We the excellent performance in 2019 resulted in a short term variable remuneration for 2019 of 127% versus target level and a long term variable remuneration for the performance period 2017 to 2019 of 180% with respect to target level. The base salary and other components for the CEO and CFO were not adjusted by the supervisory board in 2019 because these were well aligned with the median of the relevant peer group. On 1 December 2019, the Dutch Act to implement the European shareholder rights directive entered into force. The supervisory board has examined this law carefully to identify any potential deviations in our remuneration policy and our annual reporting practices. In keeping with the new legislation, we have expanded our reporting scope and have included a 5 year comparative overview from 2015 through 2019, reflecting the annual executive board remuneration, executive pay ratio and company performance. This overview reveals clearly that the pay ratio within Heineken has decreased in 2017, 2018 and 2019. That was my explanation to this agenda item. Next, I will address the questions submitted about this agenda item. Humaydian notes that sustainability targets are part of Heineken's long term strategy, but are not reflected in the long term remuneration of our directors. The short term remuneration includes individual leadership as a standard in which Heineken's sustainability programs and ambitions play a role. Umedian would like to note why we do not disclose more about the exact content of the short term remuneration under individual leadership. 2nd, Umedian asks, how do you think shareholders should weigh the remuneration policy without this information? Our response to this question is as follows with regard to the short term incentive standards for individual leadership. In our policy, we indicate that the standards for individual leadership are a mix of quantitative and qualitative standards aimed at implementation of our ambition 2020 strategy. The ambition 2020 is described in detail in our 2019 annual report, and you'll find the necessary data there. The exact numerical performance targets are not disclosed as they are regarded as commercially sensitive, even if done retroactively. Moreover, this is not required by law. The global brewing industry is highly competitive in Heineken's position asymmetric relative to the global market leader, which is considerably larger. As explained in our remuneration report, one of the key principles of our remuneration policy for the executive board is pay for performance. We test excuse me, we set clear and measurable targets for our short term and long term incentive policies and disclose the performance payout of our short term and long term incentives. In addition, to improve our reporting, we have provided a 5 year comparative overview of the Executive Board remuneration, average employee remuneration and company performance. All these metrics comprise growth and investors can benchmark growth against peers listed on the stock exchange and their own expectations. For example, organic revenue bag growth contributed 5.6% in 2019, placing Heineken in the top quartile of growth relative to the consumer staples universe. Back to you, Chairman. Thank you. Mr. Das has already addressed the questions submitted in his presentation. You were given the opportunity to vote whether you agree with the supervisory Board and the remuneration report for FY 2019 is understandable and that the remuneration of the members of the Executive Board and Supervisory Board for FY 2019 complies with the remuneration policy. We will now look at the voting results. 93.01% has voted on this agenda item. The result of the vote is advisory. In the remuneration report for 2020, Heineken and V will explain in the remuneration report for 2020 how this advisory report has been taken into account. I hereby close this agenda item. Now agenda item 1C, adoption of the 2019 financial statements of the company. The financial statements have been audited by Deloitte Accountants BV. You'll find the auditor's report on Pages 159 through 166. I'm pleased to give the floor to Mr. Dahlhuysen of Deloitte for a brief explanation of the audit activities by Deloitte. Thank you, Mr. Chairman. On February 11, we completed our audit and signed our opinion on the 2019 consolidated financial statements of High Naked NV. In addition to the financial statements, our unqualified opinion also relates to the executive and supervisory boards. We read the report, reviewed relative financial data and assessed whether they were consistent with the consolidated annual figures in keeping with the relevant audit standards. Altogether, as part of our group audit, we had 25 components in scope, giving us appropriate coverages over global revenues, income before tax and total assets. Percentages vary between 78% 90%. As group audit team, we directed and supervised the work of all the component teams and were involved in the local audit operations. Altogether, we visited over 20 components, met with our local teams, local management and reviewed selected working papers. Certain procedures such as impairment testing of tangible and intangible noncurrent access and the implementation of the IFRS 16 were coordinated centrally from Amsterdam. In the execution of our work, we used various specialists in areas such as forensic investigation, valuation, tax and actuarial specialists and pensions. Materiality for the financial statements as a whole was set at €200,000,000 with profit before tax as a primary benchmark. Component materiality did not exceed €60,000,000 and varies based on the risk and size of the various Heineken OpCos. All adjustments over a certain threshold, I. E, €10,000,000 for 2019, have been shared and discussed with the audit committee. In our 2019 auditors report, we included an additional paragraph on the specific procedures we performed relating to fraud and compliance. Also, we addressed the work we performed as ultimate group auditor of Heineken NV and explained the key audit matters, which include impairment testing, investments in joint ventures, including Hanneken's new unconsolidated investment in China implementation of the new standard on leasing, IFRS 16, income and other taxes and internal control over financial reporting processes. More specifically relating to Heineken's sustainability report brewing at Better World, we performed review procedures on the KPIs such as CO2 emission and water use. This resulted in unqualified audited pain with limited certainty on selected KPIs. As related to current economic realities and the impact of COVID-nineteen, we consider the impact of the current crisis and lockdowns as a subsequent event on the going concern assumption based on scenario planning and the available financial means, we concur with the basis for preparing the financial statements. In our 2020 audit and our upcoming half year review, we will further address the effects of COVID-nineteen and current lockdowns. Mr. Chairman, that's what I had to share with you about the audit statement. Over to you. Thank you, Mr. Dahlhuizen, for your explanation. It has been proposed to you to adopt the financial statements for the financial year 2019. So let's move on and look at the voting results. I observed that the proposal has been adopted by 100% of the vote. Let's move to item 1D on the agenda. You will find further information on the dividend policy in the explanatory notes to the agenda. The policy also states that an annual dividend will be paid in the form of an interim dividend and as a final dividend, that the interim dividend is supposed to be 40% of the total dividend of the preceding year. As previously indicated and communicated in our Q1 trading update, we will not pay an interim dividend in 2020. I observe that the dividend policy has been taken as read, and I close this item on the agenda now. Then we move on to item 1E of the agenda. For the financial year 2019, it has been proposed to distribute a dividend of EUR 1.68 per share corresponding to 38.4 percent of the net profit. Of this, EUR 0.64 has already been paid out as an interim dividend on 8 August 2019. The final dividend of €1.04 per share will become payable at ABN AMRO Bank in Amsterdam as from 7 May 2020. The shares will be listed ex dividend on the stock exchange Euronext Amsterdam with effect from 27 April. The profit for the financial year 2019 that remains after the dividend payment, roughly EUR 1,200,000,000 will be added to retained earnings that is part of the shareholders' equity. It has been proposed to set the dividend at EUR 1.68 per share. Let's have a look at the voting results. I conclude that the proposal has been adopted by 99.94% of the votes. I now address agenda item 1F on the agenda. It has been proposed that you resolve to discharge the members of the Executive Board who served on the Board in 2019 and to discharge them from liability in respect of the performance of their activities during the financial year 2019. Let's have a look at the results. I observe that the proposal has been adopted by 99.41 percent of the vote. I now address item 1 gs on the agenda. It has been proposed that you resolve to discharge the members of the Supervisory Board who served on the Board in 2019 from liability for their supervision of the management conducted in the financial year 2019. Let's have a look at the voting results. I conclude that the proposal has been adopted by 97.39% of the vote. That brings me to item 2a on the agenda. It has been proposed that you authorize the Executive Board to repurchase share subject to the condition as set out in the explanatory notes to the agenda, which you observe of the law and the articles of association. This authorization was also granted in previous years. Let's have a look at the voting results. And I conclude that the proposal has been adopted by 99 0.12% of the vote. Let me now address item 2b on the agenda. It has been proposed to you to authorize the Executive Board to issue shares or grant rights to subscribe for shares subject to the conditions set out in the explanatory notes to the agenda and with due observance of the law and the articles of association. This authorization was also granted in previous years. Let's have a look at the voting results. I conclude that the proposal has been adopted by 99.46 percent of the vote. Right. Let's move to agenda item 2C. It has been proposed that you authorize the Executive Board to restrict or exclude preemptive rights in connection with the issue of shares or to grant rights to subscribe for shares with due observance of the law and the articles of association. This authorization was also granted in previous years. Let's have a look at the voting results. I conclude that the proposal has been adopted by 99 point 1 0 percent of the vote. That brings me to agenda item 3. I would like to give the floor to Maarten Dass, Chairman of the Remuneration Committee. Thank you, Chairman. Ladies and gentlemen, I would like to provide commentary on the remuneration policy for the Executive Board. The current remuneration policy has been adopted in 2011. As I said earlier, the Dutch law implements the European Shareholder Rights Directive. The Supervisory Board has carefully studied the Dutch Act to identify any deviations in our policy. As a result, it appeared that there is no need to make structural changes to our policy to comply with the current legislation. However, we have chosen to propose changes to the remuneration policy that include additional details and explanations with the aim to make it more clear. Heineken has engaged with shareholders to obtain feedback on our policy and the above proposed modifications. So far, my explanation to this item on the agenda. Now I would like to answer some of the questions asked as submitted in respect of this item. Numidian notes that the process and methods of Heineken's implementation of the revised European Shareholders' Rights Directive and taking the Society of Fuel into account are clear. Your medium wonders, however, how the method ensures supporting society. Our answer is the following: The Supervisory Board takes the best possible account of the input of the various stakeholders, I. E, through the annual remuneration letter. Social support should therefore follow from the processes and methods that have been followed and applied by us. Furthermore, in the interest of time, I will summarize the answer to the VEB questions. 1st, the objectives for the long term, the variable remuneration. At the beginning of the year, targets are set, and they are clear and measurable for the long term and the short term incentives based on Heineken's strategy and the priorities of the company. Our historical overview shows our significant and sustained growth over the years and therefore, how our incentives payout is aligned to company performance. 2, there was also a question by the VEB about not having a relative TSR or ROIC measure in our remuneration policy. In the performance criteria in the short- and long term variable remuneration plans, we focus on fundamental criteria such as revenue growth, profit growth, cash flow generation and similar criteria rather than derived criteria such as total shareholder return or return on invested capital. Over to you, Chairman. Thank you, Maarten. It has been proposed to adjust the remuneration policy of the Board of Directors in accordance with the proposal. In accordance with the new legislation, a majority of 75% of the vote cast is required to adopt this resolution. Let's have a look at the voting results. I conclude that the proposal has been adopted by 96.94 percent of the votes cast. I now move to item 4 on the agenda. I would like to give the floor to Maarten Das, Chairman of the Remuneration Committee. Thank you, Chairman. The current remuneration fees for the Supervisory Board were adopted by the meeting last year during the meeting. Now it complies with the previously mentioned Dutch law to implement the European Shareholders' Rights Directive. Under that law, you have to formally adopt a remuneration policy for the Supervisory Board effective from the 1st January 2020, and that's the reason for this proposal. It also complies with the new legal requirements regarding the explanation and reporting. The perspective and input of internal and external stakeholders have been taken into account as well as the environment in which the company operates. That was my explanation. Over to you, Chair. Thank you, Maarten. It has been proposed to adopt the remuneration policy for the Supervisory Board in accordance with the proposal. Again, in accordance with the new legislation, a majority of 75% of the I conclude that the proposal has been adopted by 99.41 percent of the thoughts. That brings me to item 5 on the agenda. The current external auditor, Deloitte Accountant's BV, was appointed at the Annual General Meeting of Shareholders held on 20 April 27 for a period of 3 years. And that is for the financial years 2018 to 2020 inclusive. The company has evaluated the activities of D. Lloyd as the external auditor. The main findings of their review were discussed with the Executive Board and subsequently also in the Audit Committee and the meetings of the Supervisory Board. In view of the positive outcome of this review, the Supervisory Board proposes to reappoint the Lloyd Accountants B. V. As their external auditor for a period of 1 year, and that is the financial year 2021. It is proposed to you that you report the Lloyd Accountants BV as the company's external auditor for a period of 1 year. That means for the financial year 2021. Let's have a look at the voting results. Jan is actually taking a picture of this slide. I conclude that this proposal has been adopted by 100% of the vote cast unanimously. So Deloitte Accountancy has now been reappointed. I now move to item 6A on the agenda. The proposal to amend articles 7, 9, 10, 12, 13, paragraph 1 and 18 of Heineken. N. V. Articles of association is mainly driven by recent amendments to Dutch law and textual improvements. The proposal also includes an authorization execute a notarial deed to amend the articles of association. The full text of the proposed amendments is disclosed on our website. Let's have a look at the voting results. I concluded proposal has been adopted by 99.8% of the votes. I now come to Item 6B on the agenda. In accordance with the Dutch Corporate Governance Code, amendments to Article 13, paragraph 10 of the articles association of Heinekenci will be put to vote separately. The proposal is to delete the reference to the market value limit in the article. The proposal also includes an authorization to execute a notarial deed to amend the articles of association. The full text of the proposed amendments is published on our website. I will now answer the submitted before the meeting. Your median indicates that the proposed amendment of the articles of association is undesirable. They wonder what specific reason there was for this amendment and what risk is Heineken averting as a result of this amendment. Our answer is that we propose to simply clean up the articles of association. We wanted to align our articles of association as much as possible with prevailing law. Reason for this particular change are similar to those of the Dutch legislator in 2013. A right to put an item on the agenda is quite impact for general meeting for which it is justified to require a higher threshold. And this threshold should be aligned with the threshold to make a filing with the AFM. With this amendment, Heineken is not specifically asserting a risk. Furthermore, we have taken into account interest from minority shareholders by maintaining this lower than legally required threshold of 1%. Let's have a look at the voting results. I conclude that the proposal has been adopted by 70 1.97 percent of the vote. Now let's move to item 7 on the agenda. The Supervisory Board has conducted a thorough succession process and unanimously is nominating Dolfen and Brink as the new Chairman of the Executive Board and CEO of Heineken N. V. Dolfen and Brink will work alongside Jean Francois van Boxmer from the moment of his appointment to ensure a smooth and So that is as of the 1st June 2020. Then he will step in. You have been proposed to appoint Dolphin and Brink as a member of the Executive Board for a period of 4 years, I. E, until the end of the annual meeting of Shareholders in 2024. On the proposed appointment of Dolf and De Brink, the VB has raised a couple of questions. In the interest of time, I will not address these 1 by 1. You can read our answers, which are quite detailed on our website as well as questions. As said before, I would like to say that an extensive and very robust selection and review process has been followed, and Dolf is the right candidate for the job. With his experience across all regions, we are confident that he will build on the great work done by Jean Francois. And this company and that he did for the company. And he will continue to drive positive changes. I would also like to comment on Max Manto's notice. He wanted to say goodbye to him personally. He thanks Mr. Van Boxwehr, heartfelt for his contribution to Heineken. In addition, he wants he wishes Dovhendring the best in his new position. I thank Mr. Moncao for his kind words. I now conclude that the proposal to appoint Mr. Van den Brink shown on the slide here, it has been adopted by 99 0.91% of the shares. Congratulations on your appointment, Dolf. Now on to Item 8 on the agenda. In accordance with the rotation schedule for reappointment, the new supervisor, the Supervisory Board has made a non binding nomination for the reappointment of Mrs. Pamela Mars Wright. In the notes to the agenda, you will have read the information about Mrs. Mars Wright. It is proposed that you reappoint Mrs. Mars Wright as member of the supervisory board of the company for a 4 year period, I. E, until the end of the Annual General Meeting of Shareholders to be held in 2024. We will now look at the voting results. I note that the proposal to reappoint Mrs. Mars Wright was adopted by 99.70 percent of the votes. Congratulations. Ladies and gentlemen, we have reached the end of the General Meeting of Shareholders. We have not received any follow-up questions during this meeting. Therefore, I am now closing up the meeting. Meeting shareholders is very important to us, and I look forward to meeting you in person next year in good health. Once again, thank you very, very much for your understanding for this unusual setup. We wish everybody the best of health and strength in these challenging times. I hereby close the meeting at 250 for those who will be tuning into the Hennigan Holding AGM, we are presenting the link here for your convenience. Thank you.