Heineken N.V. (AMS:HEIA)
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AGM 2016

Apr 21, 2016

Hans Wijers
Chairman of the Supervisory Board, Heineken

[Foreign language] Dames en heren.

Speaker 14

Ladies and gentlemen, at exactly 1:30 P.M., I am opening the public shareholders' meeting of Heineken N.V. Welcome to the lovely DeLaMar Theater. I'm also pleased to welcome the shareholders of Heineken Holding N.V. present as auditors, observers. Let me start with a few general remarks. First, please switch off your mobile telephones, or at least switch them to silent mode. We have provided simultaneous interpretation from Dutch into English and from English into Dutch at this meeting. Please feel free to use the available headsets at Channel 1 for English. Next, anybody who is hard of hearing may also obtain a headset. Please tune in to Channel 0. As stated on the website, this meeting will be audiocast live, and I'm pleased to welcome all listeners all over the world.

The Heineken Holding meeting, they will begin at 4:00 P.M. or as much later as it takes to wrap up this meeting. Now, onto the formalities. On 9 March 2016, this meeting was convened through posting the convening notice on the Heineken website. 24 March 2016 has been determined as the record date for this meeting, which means that the people entitled to attend the meeting and vote are shareholders registered on that record date. The registration procedure also appears in the convening notice on the website. In the convening notice, you'll find the agenda for the meeting, it also states that the agenda, including explanatory notes, financial statements, annual report, and the data meant in Article 392-1, Book 2 of the Dutch Civil Code, have been made available on the website and at the corporate offices.

All formalities for convening this meeting, as prescribed by the law or the articles of association, have been observed. Therefore, legally valid decisions may be taken about all items announced, the shareholders present or represented have submitted the receipt from the institute that manages their shares, the company has given shareholders the opportunity to vote by internet or issue voting instructions, this opportunity has been used as well. Later on, I will tell you the number of shareholders and the number of votes as soon as the count has been completed. This meeting is attended by civil law notary Meppelink on behalf of Loyens & Loeff NV, who will supervise the voting procedure.

Decisions taken today and voting results will be posted on the company website within a few days. Shareholders may obtain the report from the meeting from the firm, which will be made available within 3 months and posted on the website. In connection with the discussion of the financial statements for 2015 by the Executive Board, the meeting will also be attended by our auditors, Messrs. Dalhuijsen and Vollenberg of Deloitte Accountants B.V. We also have press representatives attending this meeting. Welcome to all these people who are present as well. A few other points of order. Anybody who would like the floor during the meeting, please use one of the microphones positioned in the room. Please state your name as soon as I give you the floor. Anybody speaking as the representative of a shareholder, please state which shareholder you represent.

I reserve the right to limit speaking time for each speaker if the course of the meeting gives cause to do such or the conduct of that speaker. Please direct questions to me. I will indicate who seated at this table will be answering the question. Once again, very important, we will be using voting boxes again this year. Heineken N.V. shareholders have received unmarked voting cards, so without any dot, are free to vote at this meeting. Heineken Holding N.V., present at the Heineken N.V. meeting as observers, have received voting cards with a yellow dot, which can be used only at the Heineken Holding N.V. meeting. There are very special people in this room with voting cards marked with two yellow dots. They are shareholders both in Heineken N.V. and Heineken Holding N.V. and may vote at both meetings.

Those were the introductory remarks. Now we can move on to 1A in the meeting, which is the report for the 2015 financial year. Before we discuss the annual report, I'm pleased to hand you over to the Chairman of the Executive Board, Mr. Jean-François van Boxmeer.

Jean-François van Boxmeer
Chairman of the Executive Board and CEO, Heineken

Thank you very much, Mr. Chairman of the Supervisory Board. I'm sure that you've read our annual report from cover to cover. I'll sum up the year 2015 very briefly. The slide projected in front of you depicts our results in a nutshell. We had a good year. 3.5% organic revenue growth based on a volume that was up by 2.3% in the course of the year. I'll get back to the regional breakdown in a moment. The Heineken brand did very well at 3.5% growth in all regions worldwide.

One very good achievement in the previous year was our innovation agenda, which has ensured that we obtained nearly EUR 2 billion in revenue from innovative propositions. 9.2%, that's a substantial innovation rate. Our operating profit was up by 6.9%. We disclosed the prospects, the market about our margins. We expect an average of 0.4% growth on the medium term. Last year, our expansion was 23 basis points. In keeping with our guidance. Earnings per share was up by 17% at EUR 3.57 per share. We are going to propose a dividend payment to you at this meeting equaling EUR 1.30 per share, which is 18% up from the year before. The next slide depicts our performance according to a regional breakdown. Arbitrarily, I'm going to start with an underperforming region, that's Africa, Middle East, and Eastern Europe.

That's clearly the region that performed less well at Heineken during the year under review. Please see this in the context of this region having been the firm's growth vector for over a decade, especially in Africa and the Middle East, as well as in Russia. We've been coping with currency decreases and changes in oil prices, the decline in oil prices, that obviously impacts purchasing power in countries such as Nigeria that produce a lot of oil. The terrorist attacks impacted business in Egypt. We're facing political and economic trends that are bearing on our performance on that continent. That has nothing to do with our market positions because they remain good. As for the Americas, very good results overall.

We were able to gain a bit more market share in the U.S.A., especially our Mexican brand portfolio is thriving there, the Heineken brand, after many difficult years, is back on track to improvement and growth. Our performance in Mexico was nothing less than excellent. In Brazil, we also did well despite the second half of the year when the Brazilian economy was clearly in difficulty. As for Asia Pacific, that's a growth region par excellence. We grew everywhere there except in Indonesia. That was exceptional because of the regulatory authorities curtailed distribution of our products. That made for a difficult year in Indonesia. In Vietnam, we had another excellent year with huge growth, as they say in English, double-digit growth of the Tiger brand in Vietnam. Excellent performance in Asia Pacific. Last but not least, of course, Europe.

Europe has always been a bit of a problem child because the European beer market is not growing in general due to the aging demographics and no population growth in the majority of countries. The Netherlands, U.K., and France are exceptions. This is impacting growth in all volumes. Our agenda focusing on those issues has enabled us to restore growth in Europe. You see that we had a volume growth of 1.3%. That doesn't seem like a lot, but after years of volume decline, we're certainly proud of that. The operating profit was up by 7.3%, which also relates to our relentless productivity improvements and our cost-conscious approach in Europe. Overall, good performance by the regions. Let's not forget our acquisition agenda.

Last year, we sold a package manufacturer in Mexico, we invested the proceeds in a Slovenian brewery, where we have a market share of nearly 80%, which is a wonderful acquisition in Central Europe. That basically complements our patchwork of countries where we're operational, we closed a deal with Diageo so that we are now in control of our joint venture in South Africa and have increased our share in Namibia. As for the 20% share we held in a venture in Ghana, we sold that to Diageo. We also have purchased a brewery in Jamaica where we had a share of 15%. We bought out Diageo as a joint venture partner in Malaysia. That said, we're working very closely with Diageo because we still have the brewing operations of Guinness throughout these operations and have worked for a long time together.

Last but not least, we have acquired a 50% share in craft brewery Lagunitas in California. There are two breweries, one in Petaluma, California, and the other in Chicago, Illinois. That's new terrain for us in the United States. Thus far, it's been successful. That's one of the top 10 breweries in the United States. That's what I had to report about acquisitions. Now I'm going to talk more about the Heineken brand. As you know, Heineken is the Rock of Gibraltar in our business. Once again, if Heineken were an independent region, it would account for 15%, only 15% of the group's total volume, but 30% of the group's profit. Heineken's growth is faster than average in our beer portfolio. In recent years, we made a lot of new acquisitions, and based on those acquisitions, we've managed to expand the Heineken brand as well.

In the future, we expect Heineken to remain an important growth foundation for us. We performed well nearly everywhere. On the slides, you'll see some countries where we performed well. There were some other countries where the results were disappointing, such as Nigeria and Cameroon. In Greece, business was sluggish, generally because of the economic circumstance. Overall, the Heineken brand is doing well on average. We're developing Heineken as a global brand. One of our ways of doing this is through major sponsorships such as the Champions League in Europe. We've been doing that for 20 years, 10 years with the Amstel brand and now another 10 years with the Heineken brand. We also did the Rugby World Cup activation, and of course, we're very active in all kinds of campaigns. Traditionally, I share a few commercials with you.

I'm going to do the same this year. We're going to broadcast four commercials consecutively. We are featuring famous actors, and we've asked them to say a bit about Heineken. One is Penélope Cruz. He's world-famous, and similarly, world-famous Willem van Waesberghe, who is our Master Brewer at Heineken.

Heineken is served in 176 countries. It's world-famous. Like me.

Look!

It happens all the time.

Willem van Waesberghe
Global Master Brewer, Heineken

Antonio Banderas. It's Antonio Banderas getting movies.

There's more behind the star. Heineken tastes perfect every single time. That doesn't happen by accident.

It takes 15 years to become a Heineken brewmaster.

Almost as long as it took me to master this lager.

She came to me. She found an angel. Good vibes. What's his name now? Good vibes.

We're still practicing. There's more behind the star. Original recipe brewed from only three all-natural ingredients. Only three ingredients? Come on, that's a typo.

No, it's not a typo. Just water, barley, and hops.

Come on, Willy. Water doesn't count as an ingredient. Water is water.

No, no. 93% of beer is water, you better make it as pure as possible.

How about you throw in a dash of lemon zest?

No.

Ginger root?

No way.

How about wasabi?

No way.

Willem, wait. There's more behind the star. A perfectly balanced lager recognized in 192 countries around the world.

We make sure by sending samples from all the breweries back to the Netherlands to taste.

Willem, we send every sample back.

It tastes the same everywhere.

From Sydney to Santiago.

From Cape Town to Chicago.

From Kilimanjaro to Kalamazoo.

From Tokyo to Toronto.

From Panama City to New York City.

Hey, Willy.

From Tokyo to-

Toronto. We said that already.

There's more behind the star.

Jean-François van Boxmeer
Chairman of the Executive Board and CEO, Heineken

That's okay. Those are the latest commercials, we're broadcasting them in the U.S. and in other countries, we're delighted to feature movie stars from our own company. I wanted to tell you a bit about innovation. Innovation is an important growth factor, especially in Europe. It's the only way for us to grow our business. We have four main pillars on our innovation agenda. One is cider. That's a new category that we acquired. We acquired Scottish & Newcastle in 2008, we're investing a lot in that. The second category is draft beer, both in the food and beverage industry and for home consumption. That's our second innovation pillar. The third one is low and non-alcoholic beer and malt drinks, malt beverages. We're investing there, too. Our fourth innovation investment pillar consists of craft beers and varieties of the current brands.

You see some samples illustrating our activities here. I'm sure you remember the launch of Amstel Radler a few years ago here in the Netherlands. That's a low alcohol beer with a lemon twist. Our master brewer has completely prohibited that for the Heineken brand. You just heard a zest of lemon, no way, but we can do that with Amstel. The recipe is very popular and is now being sold in 46 countries under different brand names to exemplify the proceeds of innovation. Radler in those 46 markets, in addition to Austria, where it always existed, it wasn't present in those other markets. We're forging ahead in crafting variety. You see La Bonitas, that's thriving in the U.S., we'd like to roll that out in other countries such as Mexico, the U.K., the Netherlands, and France to start with.

Closer to home, a brand such as Brand, that I'm sure you know, which is also featured as a variety of that brand name Brand. There's another variety of the Brand brand. That's how the Heineken Group achieves a lot of its growth. In addition to new acquisitions, we're able to grow the Heineken brand, too. Now, I'm going to say a tiny bit about margins. This may sound a bit technical. The margins at the left are from 2014, 16.2% operating margin. We achieved 16.5%. We sold a very large packaging manufacturer in Mexico, which made for a loss of 23 basis points in operating margin by selling that company in Mexico. Organically, we grew by 46 basis points. If we hadn't sold that packaging manufacturer, we would have posted 46 basis points in growth.

I just wanted to let you know that we met our obligations under contract. What's also important at Heineken is that we continue to develop our business sustainably, as you'll see on the next slide. We issued our sustainability report last week, that describes in detail what we achieved this year in terms of the targets we set. As you can see here, the results we scored in how much water we use, carbon dioxide emissions, as well as partnerships that we started last year. One with UNIDO to consider our water use, because on the one hand, we can keep reducing the amount of water we use, but we've already gone very low. What else can we do to reduce water use? We're analyzing that now.

What are the new limits in water consumption and responsible water use in the areas where our breweries operate, where there's a water scarcity? We need to consider that very seriously. We also need to examine human rights protection and compliance with that. Sometimes we need a sparring partner to see how we're doing because, of course, we can keep evaluating ourselves, but now and then, we need to ask a critical onlooker who can provide useful input. That's what we mean by partnerships. We want to see whether we're doing things right and where we need to improve and what we need to change. Once again, we have the agenda to promote sustainable agriculture, and you'll see the results depicted here. Last but not least, I've always said that it's extremely important to use the product that we sell responsibly.

Alcoholic beverages have been with us for time immemorial. They're usually the result of craftsmanship, and they arise from agriculture. As you know, beer is made with barley that's fermented. It's a natural product, but excessive alcohol consumption is not a good thing. Everybody in society has a role to play, even though ours may be limited, one of their principles is to make a point with our own products that alcohol abuse just isn't cool. You have to have the courage to do that with your brand. Our prime instrument here is the Heineken brand. Last year, I featured a brief Video Dance More, Drink Slow. That was produced by Armin van Buuren. This year we have another video featuring the Heineken brand about moderate drinkers wanted. Here it is.

Speaker 16

Where have all the good men gone? Where are the gods? Where's the streetwise Hercules to fight the rising odds? Isn't there a white knight upon a fiery steed? Late at night, I toss and turn, what I need. I need a hero. I'm holding out for a hero 'til the end of the night. He's got to be strong, he's got to be fast. He's got to be fresh from the fight. I need a hero. I'm holding out for a hero 'til the morning light. He's got to be sure, it's got to be soon. It's got to be larger than life. Larger than life.

Jean-François van Boxmeer
Chairman of the Executive Board and CEO, Heineken

Gentlemen, I hope you got that message. I'm going to wrap up with the prospects for Q1. Yesterday we published the results, the volume growth in Q1 was exceptionally good. We grew organically by 7% in all regions. The Heineken brand was up by 4.8%. Please note that the first quarter in the brewing industry is the most moderate quarter, that will have a modest impact on the year as a whole. Looking ahead, please note that currency fluctuations worldwide are particularly strong at the moment. In the months ahead, they'll certainly continue influencing the results of our firms such as the Mexican peso or the Brazilian real or the South African rand. Those are particularly sensitive currencies, they're highly volatile. It's very difficult to predict what course they'll take. We operate globally, we also work in all currencies of the world.

Just to tell you that, give you a heads up on that. I'm going to wrap up my presentation for 2015 about Q1 on that note. Thank you very much, Mr. CEO. Ladies and gentlemen, that takes us to discussing the annual report for the 2015 financial year, which you'll find on pages four through 50 of the annual report. Just to be complete, the implementation of the remuneration policy for the executive board appears on pages 56-59 and will be discussed at agenda item 1B, so not now. The financial statements on pages 60 and beyond, they're agenda item 1C, so please save your questions on that subject for then.

Hans Wijers
Chairman of the Supervisory Board, Heineken

I'm going to give you the floor after requesting you to start by stating your name and the institution you represent, without any additional debate, I think it's compatible with our strong tradition of kicking off with Mrs. Stadtlander. Thank you very much, Mr. Chairman. I'm Ursula Beatrice Stadtlander. Mr. Chairman, can you hear me? Often the acoustics are difficult. Doing very well. Thank you. I'm speaking as Deputy Chair of the Stichting Rechtsbescherming Beleggers, the Foundation for Protecting the Interests of Investors, and I also represent the interests of investors in the U.S. state of Arizona, and I'm a shareholder myself as well. Mr. Chairman, I was delighted at this reporting year because the share price has remained fairly stable despite all the turbulence, and there are even satisfactory results.

Ursula Beatrice Stadtlander
Shareholder, Heineken

I'm grateful to the executive and supervisory boards and all employees in the Netherlands and everywhere else in the world. Thank you very much for delivering a good year. Mr. Chairman, when I open the annual report, I see "Welcome to Heineken." Heineken is the most international beer brewer and sells brands in 179 countries. It's such a fascinating page one of your report. When I read about the brands available in 179 countries worldwide, my question, Mr. Chairman, is Would it be possible for your executive board, represented by Mr. François van Boxmeer and Mrs. Laurence Debroux, in conjunction with the Heineken group, to visit each and every one of those 179 countries on business? I'd be delighted to hear your answer to that. In addition, Mr. Chairman, the report from the CEO touches on all possible topics concerning the environment.

Topics that concern us as shareholders. Apparently, Mr. Van Boxmeer thought it was very important to zoom in on this topic. Do you have any other pearls of wisdom to share with us as to why this topic is especially important, so that you build so many pages with it? Mr. Chairman, may I ask, you're building breweries in countries such as Mexico and Brazil. Is Heineken perhaps accelerating too quickly in doing so? Obviously, there was a quarterly disclosure today. International banks have issued warnings about riskier, costly acquisitions by Heineken. Can you tell me more about that? Mr. Chairman, yesterday I was disappointed. I showed up at a large Heineken and wanted to purchase packaged beer, but they didn't have it, and they knew nothing about it. Is that type of beer sold in the Netherlands?

There was a lot of advertising, but did it hit the market and is it worthwhile? Will that remain part of your company?

Hans Wijers
Chairman of the Supervisory Board, Heineken

Which brand were you asking me about?

Ursula Beatrice Stadtlander
Shareholder, Heineken

Paper packaged Heineken. Last but not least, what's the story about Nigeria? Their currency is weak. Are you still interested? Finally, a word about Unilever. They disclosed their quarterly earnings before you and wrote that the situation is roughly the same as with you. There are issues with countries such as Russia. They're seeing the light at the end of the tunnel in 2016. Finally, about India. Apparently, there's a brewery that you'd love to buy there, but I don't know if you're going to share anything with us about that. Once again, I'm delighted that you're listening to me. I just arrived from the U.S. two days ago. I'm still a bit jet-lagged. I hope you'll forgive me, and I hope that my questions interested the shareholders here as well. Thank you very much, Mr. Chairman, and thank you all for listening to me.

Hans Wijers
Chairman of the Supervisory Board, Heineken

Thank you, Ms. Stadtlander. Mr. Van Boxmeer, please.

Jean-François van Boxmeer
Chairman of the Executive Board and CEO, Heineken

Ms. Stadtlander. I think Ms. Debroux and myself will have to discuss things. If we have to visit the 179 countries, I think we'll have to divide it up and share it between us. I don't know about the last country. The last country we'll visit together, I think. I think that would be the best possible solution. I do believe that together we will have visited the 179 countries at some point of time. Yes, we do have operations everywhere with breweries and broad brand portfolios, about in 80 countries. Then we've got a lot of export too. You have an endless amount of tiny countries that most probably will never be visited by us. You're quite right about that. Sustainability agenda. It's a general question, I must emphasize that sustainability. Well, how should I put it in simple terms?

If you don't work on sustainability, tomorrow or the day after tomorrow, you won't be able to do what you're doing today. You've got to think ahead. What am I going to do? How am I going to do it? How can I make sure that whatever I'm doing now can be done by my children or my grandchildren in the future? We have to look at our energy consumption, water consumption, our transport, packaging. We can't sell beer without packaging. We can take a look at the CO2 footprint of our packaging. Now, those sorts of things is what I'm talking about. We are very much involved in those issues. It's also a matter of learning as you go along. You've got pressure from society on the one hand, you've got the know-how that increases on the side of science.

Those are two things together that will push us forward in all those areas in which we want to have sustainable entrepreneurship. Of course, we can zoom in on details and talk about what is going well, what is more of a challenge, but it has all these facets, and things can only go well if the people who are responsible and in charge of day-to-day operations understand it. It needs to be part of their way of thinking. Sustainability is not in conflict with economic growth and growth of shareholders' value. That's not in conflict with the growth of society. It does, from time to time, lead to clear tensions, but they don't conflict with each other. That is what Heineken tried to do when it described its policy in this respect. You asked whether we're not building too many breweries.

Well, every time we build a brewery, we take a bit of a risk because, assuming capacity is 100, well, that's not something you can fill from day one onwards. You always have to work with an outlook of a couple of years, so you have to fill it bit by bit. Once you have a brewery, you can hardly uproot it and move it elsewhere. That is a very important and in-depth investment, one or two times the sales price per hectoliter. That is the investment that we make in a country, and we need to generate returns on that, and we have to earn it back. That's always a risk, albeit calculated risks.

The two other things we need to take into account, we build breweries in those countries in which we have operation, in which we have an increasing market share or where the market is growing. We build breweries in new countries where we didn't have any operations, greenfield operations, Myanmar and Ivory Coast, for instance. Those are good examples. Yes, indeed, we have quite a number of these new breweries, and we're optimistic. We like looking ahead when we're investing in a lot of new breweries. You're quite right about that. Your question about acquisitions, I'm afraid I did not entirely understand your question. When we carry out acquisitions, a couple of years after the acquisition, we always do what we call a post-audit. We don't only do that for the acquisition, but we also do it for large investments.

Three to five years after these investments or acquisitions have taken place, we take a look at what happened, whether everything went as planned, whether we took risks, whether we didn't take too many risks. There's one lesson I've learned. Things never turn out the way you've planned it. In most of the cases, in the vast majority of the cases, things turned out better than planned, and only in some exceptional cases, things turned out worse than expected. I must admit that, and I also have examples of things that went wrong. Most of our acquisitions have proven to be rather successful. You had a question about paper-packaged beer. This is what we call fresh beer. Actually, it's very slightly pasteurized beer, very fresh from the breweries, and we sell it in the stores as fresh as possible.

It's like fresh milk because really fresh beer is always better. It's always slightly better. For beer amateurs, the beer that you drink in the brewery is the best possible beer you've ever tasted. Knowing that, you want to deliver the freshest products. We also did a pilot test in the Netherlands. We did that with Cruzcampo in Spain and Soproni in Hungary. It's a supply chain that is being set up just as with fresh milk, fresh dairy products. It's transported in refrigerated trucks from the brewery to the retail outlet. So far, it's doing well, but it's never going to be a big booming business, but it is part and parcel of our innovation agenda, and it fits very nicely. About India, as you know, we have a joint venture in India. We've had it since 2008.

The joint venture is proceeding very nicely. India is a small beer market, not even two liters of beer per capita is being drunk there. It is quite a robust investment. In India, they're drinking as much beer as in China 35 years ago. China is the largest beer market in the world. It's also one of the largest countries in the world. Well, India is also important. It's also big in terms of its population, so it's an important long-term investment for Heineken. If this beer market continues to develop this way, well, just keep in mind that United Breweries has a market share of 50% in India. We have a keen eye on India, and it's a very successful partnership. How should I put it? We're looking to the future of India with great optimism, but it's going to be a long-term future.

We're in for the long haul. I'd like to give Laurence the floor in order to answer your questions on Nigeria, which are quite pertinent.

Laurence Debroux
CFO, Heineken

On your question on Nigeria, as you know, our geographic footprint today for us is such that we're not depending on any single country. In any case, Nigeria is an important country for us. In 2015, it's one of the top 3 contributors to our operating margin. We have a strong market share in Nigeria, about 70%. We have a full range of portfolio with premium mainstream value, our presence is important. We value it highly, and we are totally convinced of the long-term continued potential of that market. While you do feel that, yes, there are some hiccups in Africa and in emerging countries in general, it's high risk, high reward. We're used to that kind of environment. Everything is there for long-term growth, whether you talk about demographics, the consumption per capita, the possibility to actually further premiumize the market, everything is there.

Long-term, we remain very optimistic about the potential of Nigeria. Now, in the short term, Nigeria is suffering, and the currency in particular. This all started with the situation of oil. It's a country that is over-dependent on oil export. Obviously in 2015 already, it was a very challenging year. What we saw first is that at some point, people were not going out at all anymore, the consumption was going down, and volume were going down. Second effect that we saw is a change in the mix of products. That people started going out again, but they would consume much more mainstream product. What used to be mainstream becomes kind of the premium today. The mix is kind of re-based down.

The third consequence, of course, is because this country is deriving most of its hard currencies from the export of oil, and the oil price being what it is, there is a shortage of hard currencies. There is no devaluation as such, because the official rate has not moved. The government does not want to devalue. The consequence is less a devaluation than a shortage. We are monitoring the situation on a weekly basis, because the company does have needs to export some raw materials. One of the mitigation is obviously to continue with our policy of local sourcing. Not only in Nigeria but in a lot of countries, this is the way out of that type of situation, because those countries can export more. Importing less is at least as efficient for us. We are trying to work on local supply.

I must say that other than that, Nigeria is a reason for our comment on volatility of the currency situation for 2016. Up to now, no devaluation. We still managed to source hard currencies to a certain extent. This is definitely a situation that could evolve one way or another this year.

Hans Wijers
Chairman of the Supervisory Board, Heineken

Thank you, Laurence.

Thank you, Laurence. Before I give the floor to the ladies over there in the far end of the room where it's very dark, I still need to give you some information about the number of shareholders represented here today. From the list of attendees, we know that 141 shareholders are present here today. 1,254 shareholders are represented, and 1,249 have voted on the internet. We have a total number of 1,395 shareholders and holders of together 502,860,000 shares, entitling them to cast as many votes, being 88.32% of issued capital. Furthermore, we have here 35 shareholders of the holding present here today, Heineken Holding N.V., that are following this meeting as observers. Madam? Yes, let me move towards the light.

Carline van Lierop
Shareholder, Heineken

Good afternoon, Chairman. Good afternoon, ladies and gentlemen. My name is Carline van Lierop.

I work for MN, an asset manager for pension fund PME and PMT, a pension fund for the merchant marine, and also APG, Robeco, Achmea Investment Management, PGGM, and Menzis. Thank you for your presentation on your results and also on innovation. We appreciate that greatly. Thank you for your presentation on sustainability, and I believe the answer, or it was almost a statement, in response to a question of Ms. Stadtlander. I appreciated that because you said that sustainability and long-term strategy go hand in hand. This is something we absolutely concur with. I have a couple of questions. First of all, acquisitions. It's been an extraordinary year, of course. The merger of AB InBev and SABMiller will create a dominating competitor for Heineken, but also may create potential to expand its operations. You also referred to your close cooperation with Diageo.

I would ask you to tell us a bit more about your strategy also concerning distribution and bottling contracts, not only regarding the regions, but also from that perspective, more information. The acquisition strategy, has it changed after the announcement of the merger of AB InBev and SABMiller? If so, does Heineken also look at the brands the competitors need to divest, given their dominating position in the market? Last year, you entered into a partnership with Lagunitas Brewing Company. We would like to hear about your strategy concerning craft beers and also regarding new competitors in Japan, such as Asahi and Kirin, new parties in that market. Human rights policies, you commented on that earlier on, and we read your new sustainability report with great interest. Indeed, for some time you've had an employee and human rights policy. Last year, we asked you Can you hear me?

Can you still hear me properly? Last year we asked you about the implementation of this employee and human rights policy. You have reported that the Shift has supported you in 2015 in your procurement process, and Heineken supplier code would have to assure that you operate in conformity with the guiding principles of the United Nations. The question is whether that is indeed the case and whether your due diligence processes are robust, and that based on your cooperation with Shift. Then I have a question specifically about water, because you touched upon the subject very briefly just now. Thank you for that. In your sustainability report, we can read that in no less than 23 production locations, you are dealing with water-stressed areas, such as Europe.

In addition to your own policy, you now started a partnership with the World Wildlife Fund in order to identify the risks. This is linked to, and we read this in your report, linked to climate change and possible flooding in certain areas. We would like to hear from you whether the risks or the additional risks that you identified, whether they have been sufficiently mitigated and whether these risks are being mitigated in time with a view to the risks. Now, the shareholding structure of Heineken, it's understandable that major shareholders remain involved within the board of the company in view of the structure. But for minority shareholders, it's important that within the Supervisory Board, there be sufficient independence in order to defend the interests of the minority shareholders. The addition of the two supervisory directors means a step in the right direction for Heineken.

Nonetheless, I do have another question. Might not entirely surprise you. Are you also considering other possibilities to defend the interests of minority shareholders? Have you ever considered a lead independent director, as is the case in some other corporations? The question is whether you would consider appointing such a person. Furthermore, regarding Mr. Das as a delegated member, veto rights on certain items, for instance, acquisition shareholders right now can approve changes to the Articles of Association. Are the changes within a minimum? Could you perhaps increase it to two-thirds of the votes for such decisions or resolutions? Okay. I'm going to try to wrap up. Just a few more questions concerning the succession Supervisory Board and Executive Board. Could you please indicate what the policy is for succession? How does this process of nominations work?

Can you perhaps indicate how the nomination of the two new supervisory directors took place? Next year, the term of office of Mr. Van Boxmeer will come to an end, and we are obviously very curious about the policy concerning succession planning. Remuneration. I do realize that implementation is a different point, but with regards to policy, I do have a brief question in that regard. This year, no changes will be applied. The Remuneration Committee may want to introduce changes for 2017. The question is whether you expect any major changes in your policy. Last question concerns the auditor's opinion. In his opinion, the auditor says under internal controls on financial reporting, page 144, that there are deficiencies in internal risk management and control systems in the field of financial reporting.

Hans Wijers
Chairman of the Supervisory Board, Heineken

Question to the auditor, if possible, would be, is it correct that these are his observations and whether he agrees with the board that the systems work properly during the year of 2015? Those are the exact words. We'd like to hear that from the auditor. In this respect, also a question to the board, if the identified deficiencies have been tackled. Thank you. You said at the beginning that you represented a whole lot of pension funds, which is probably the reason why you raised all these questions. We will be answering all these questions. Let me start for once. Let me start with the questions I can answer on behalf of the Supervisory Board. Then Mr. Van Boxmeer and Ms. Debroux can think about what they want to say about all these other questions. Question about the independence of the supervisory directors.

In the Supervisory Board of Heineken, the majority of our directors are independent. The chair is independent. Of course, we're very pleased with this distribution of tasks. The independent supervisory directors are taking their duty very seriously. The idea of appointing an impartial supervisory director that would fit within a one-tier American system, board system, we are not considering that. The independence and impartiality of supervisory directors is such that we have a balance, a proper balance in the organization and in the governance of Heineken N.V. We are not considering any change in the Articles of Association whatsoever concerning changing voting ratios.

We're very pleased with the governance because time and time again, it has become clear that the position of our controlling shareholders secures the long-term orientation of Heineken, something that Mr. Van Manen, as you may know, with his committee that looks into governance in the Netherlands. Mr. Van Manen, who looks into the governance of Dutch companies. They really encourage that companies have a more longer-term focus. I think that those companies should turn to us and be inspired from us. It shouldn't be the other way around. As far as succession planning is concerned, succession in the Supervisory Board as well as in the Executive Board of Heineken, we have processes that are organized by the Selection and Appointment Committee. This is the committee and the Supervisory Board that is in charge and responsible for these issues.

We have middle long-term and long-term discussions about the composition of Supervisory Board and also the Executive Board. In those discussions, we discuss succession profiles. The profiles are public, and we're looking at the world, how it changes. Within this context, we put forward nominations and proposals as we're doing today. We're looking at experience, diversity, not only gender diversity, but diversity in experience, in background, et cetera. All that we take into account in the proposals that we put forward to that effect. I would like to ask Mr. Scheffers to comment on the question about the auditor's opinion. Thank you, Mr. Chairman. I just checked your question about deficiency, and indeed, in the auditor's opinion, it says very clearly, "In case of deficiency." So in case, in the event of there being any deficiencies, they would look into it.

Henk Scheffers
Chairman of the Audit Committee, Heineken

There's no reason to report on deficiency because there were no such deficiencies. I can reassure you in that respect, Mr. Wijers. Before I give the floor to the Executive Board, Mr. Das, who undoubtedly will want to comment on the remuneration policy. Are you considering major changes? That's the question.

Jean-François van Boxmeer
Chairman of the Executive Board and CEO, Heineken

Thank you, Mr. Chairman. The answer to the question is no. We do not expect any major changes in 2017, not even any small changes in 2017 in the remuneration policy. The Chairman. Thank you, Mr. Chairman. Perhaps I can start. Let me end with the question on strategy, which is a question of a more general nature. You asked a question about water. With UNIDO, we looked at two countries, Ethiopia and Nigeria, and we looked at our sites there, and we have every confidence in the situation.

We know what we need to do. Very much is related to water recuperation and technology, how you use it. The World Wildlife Fund looked at the 23 sites that we flagged as being risk sites, but they also look at a broader sample of our sites. Could even be broader than we expected, but we just received the report, and it is being analyzed as we speak. Next year, we'll be informing you more about the content. We'll also publish what it is that we are doing about the situation. These are projects that oftentimes take years and years and these issues can't be solved in one financial year. That is the state of play. It is only a beginning, and the approach, the specific targeted approach of watershed and water-stressed areas is a new approach for Heineken. We're working very hard on that.

I'd like to give Ms. Debroux the floor to talk to us about the supplier code and what the current situation is there.

Laurence Debroux
CFO, Heineken

We have a four-step supplier code, as you know, which has been now signed by 60,000 supplier. It's 9,000 more this year. We're very strict about applying it. The four steps is actually, it starts with an evaluation of the risk, then you have self-assessment, then you have risk assessment by an association called EcoVadis. Then based on if we find there are high-risk suppliers, then we can go to the extent of some audit. This year, we discontinued our relationship with 67 suppliers, actually, that did not want to sign a supplier code. That's how serious we are. In the supplier code, there are a number of elements, including some pertaining to human rights.

We are reviewing the supplier code regularly, we will definitely move towards increasing the level of demand that we have on those topics as we review it year after year.

Jean-François van Boxmeer
Chairman of the Executive Board and CEO, Heineken

Human rights policy. We are cooperating with Shift. This is a new partnership, I cannot tell you about any specifics right now. What we have done is given our own people a code of conduct, code of business. 15,000 out of the 85,000 employees that have followed a training to that respect. It's important to repeat those trainings and to do a due diligence on a regular basis in order to see whether it's being complied with. Shift helps us in that, in organizing the due diligence Very often you know that things are going wrong because things have gone wrong, and it's all about prevention. That is the tricky bit, to implement that. Once there is an issue, you've got to raise your hand and say, "Okay, something went wrong.

We've got to do something about it." How can you incorporate a proactive system in your company that makes sure that your people are aware of these codes of conducts? That'll take a couple of years, certainly. Also, given the diversity of the world in which we operate, mentality will never be the same in the Netherlands as it is in Cambodia or in Brazil, or whatever. I'm sure you understand how complex this is. For that reason, a partnership with NGOs is so extremely important. You need this sounding board. You need someone who has a different perspective, will keep you on your toes, has enough expertise. Why? Because they simply work with different companies, that's the way we are attempting to make headway. I'm going to finish with acquisition strategy.

I hope you understand that we will not comment on our own acquisitions and what's next. I've never done that, and I'm not going to do that today. I'm sure you know about that. I say that every year. Same old story. You referred to the acquisition by SABMiller of ABI, and we expect this acquisition to take place any moment now. Everybody can follow it in the news. A specific question, will any business be released for Heineken? I'm sure you read about it in the newspaper. The share that SABMiller had in MillerCoors has been sold to Molson Coors. It's very complicated. I'm not going to go into all the details. That business has already been taken out of Molson Coors. The partner of SABMiller in Snow, which is the largest brewery in China, is called CRE. It's a Chinese state company.

That also took over the SABMiller share, participating interest. ABI itself decided not to go through this lengthy process to get clearance from the European Commission. Hence has decided to make sure that all those units of SABMiller in Europe that would overlap with their existing business units be sold. You've been able to read that in the newspaper. That's that. That's the end of the matter. If you look at each and every different country, actually, in terms of competition with Heineken, nothing changes. There's no country in which SABMiller and ABI companies come together as a consequence of which the competition environment with Heineken should change in any part of the world. That's clear. What is changing is that ABI and SABMiller are five times our cash flow. They are gigantic.

Certainly, we will have to adjust our strategy a bit and look where they're going. This is a party that is five times as large as we are. You can't fight them with the same weaponry. If we look at the situation in the world and what are the strategic challenges for a company such as Heineken? Actually, there are three such challenges. First of them is ABI, SABMiller. This is a company that is so many times bigger than you are. How are they going to use their cash flow in a competitive way? We've got to prepare for that. We've got to come prepared. Not only in the U.S. but also Europe and even large cities in emerging markets. There you see that craft brewers are conquering more and more of the market.

In the U.S., it's 12% of the overall beer market in the U.S. Usually, these are small players that are gobbling away bits and pieces of this big pie. That's one of the largest challenges that we face as a large brewer. How are we going to respond to that? Well, you've seen a couple of elements of our response in my presentation. Third, in terms of large strategic challenges, how the distribution channels, i.e., where does one purchase and consume the beer, are also subject to major changes and how can we adjust to that? What's more, how can we anticipate on these changes? Part and parcel of that is our response to e-commerce. How are you going to adjust to changes in e-commerce? The Sub, the home drafting system, just to give you an example, that is the system that we've been selling.

We introduced it in China as well, and it's only being sold by Alibaba, only online, the equipment and the beer. We're sort of skipping the retailer, the brick-and-mortar retailer. Those are the challenges. Those are three challenges that we're facing. They're specific to our industry. For each of these challenges, we have to find a response. Acquisitions are part and parcel of our response, but they aren't the panacea, not the only response that we're going to give. Ms. Van Lierop, according to my paperwork, we've answered all your questions fine. With that, I'd like to give the floor to the gentleman over there. It's very dark there

Hans Wijers
Chairman of the Supervisory Board, Heineken

I recognize you, but nonetheless, you'll have to tell us what your name is.

Robert Vreke
Shareholder, Heineken

My name is Robert Vreke.

Good afternoon. I'm Robert Vreke. We connect you sustainable public affairs and investor relations. Heineken has delivered excellent results, and what's wonderful about this company is that it's run like a family company. That means long-term commitment and pleasant, proper communication. We Dutch people love that because we're such a fun people. I mentioned Heineken 0.0 previously as a worldwide brand. There are one and a half billion Muslims, and with this non-alcoholic beer, Heineken is operational in only 45 countries. We have an awful lot of countries left, about 150 or so. You're also very active in solar power, I think in about 10 countries. There's another 180 countries left to enter with solar power. Pediatrician Nico van der Lely is very worried because there are 1,000 children that have drunk themselves into a coma and have now been hospitalized.

When he started doing this work in 2006, there were only 300 of them. That's a sky-high increase of 300%. He says, "Look at movies such as 'Spectre,' where James Bond is holding a Heineken bottle for an entire hour." Perhaps you could use Jean-François van Boxmeer at the next James Bond film with a non-alcoholic Heineken beer type. Heineken could also do a lot more for the environment. There are extremely unfortunate gas and electric heaters that use 600%-2,500% more power than environmentally friendly alternatives. At the Heineken Experience, we're the first place to use a different type of heating that was far more sustainable. Tom Papa asked, "Can you do a test case with these seat heating methods that are very environmentally clean?" Heineken can contribute a lot there. You also mentioned wasting water.

There's a device that consumes 90% less water and 90% less gas. You can do your bit, as Mr. Polman, with an environmentally friendly shower that cuts water consumption by one-third globally as well as gas. Heineken's support in countries with water scarcity is wonderful. I'd also like organic growth. There are no mega mergers that eliminate thousands of jobs, but there's family-run organic growth, and Heineken is doing well there. I'm worried about terrorism.

No harm above health.

What was the impact in Paris? That exceeds the scope of the innovation agenda. You're fascinating, but I'd appreciate it if you could wrap up. How is cybercrime working? That's becoming increasingly serious. Finally, wouldn't it be nice if Heineken sponsored more art? For example, the Van Gogh realism there and artists in Breda, the art world could use a lot more corporate sponsorship. That was what I had to tell you.

Jean-François van Boxmeer
Chairman of the Executive Board and CEO, Heineken

Thank you. Mr. Van Boxmeer. Thank you for your comments and questions, Mr. Vreke. I'm afraid we'll start a one-and-a-half-hour debate about everything that we might do. In my introduction about non-alcoholic beverages, yes, that's very clearly one of our major development pillars. I could spend an hour telling you about it, but I hope to surprise you in the future.

As for solar energy, even in the Netherlands, all our distribution centers feature solar panels. I didn't believe we had so much sun either. It seems to work, and we've got three huge windmills that are up and running in Zoeterwoude. We take it one step at a time. Do not imagine that we'll end up in a world with billions of people who keep demanding more energy without CO2 emissions. We can't expect that because we shouldn't dream. We do use new technology and sustainable recyclable energy. Generally, when we're nearing the end of a cycle of innovation so that we see whether there's something that's both sustainable and economically responsible because our world is highly competitive, and we all pay taxes. If you look at the very long term, we'll be able to forge ahead, especially in the coming years.

Of course, we're not an energy-guzzling industry. We don't manufacture cement. Saving energy is easier for us to achieve than energy-guzzling companies. You mentioned underage drinking. We can't do away with that topic in a single sentence. It's highly complex. We won't solve that by raising the price of alcohol or prohibiting advertising or closing the bars and prohibiting alcohol. It's about raising awareness, and it's about identifying alcohol abuse and perceptions thereof. I may have told you about this previously at this shareholders meeting. That might have been 15 or 16 years ago that I worked in Italy. According to Italian culture, if you drink too much, you make a fool of yourself. They call it a motley figure, but it means that you're making a fool of yourself. There's very little tolerance of alcohol abuse. That's cultural. The brewers didn't impose that.

The farmers didn't impose that. It's simply part of Italian culture. It's embedded there. We do our bit. What young adults need to keep in mind is that it's not cool to be drunk. The brewery and brands can't prescribe that. That's the objective. Knowing that we probably won't manage to eliminate any alcohol abuse from our society, but you need to keep trying. It's a recalcitrant issue. You can't simply come up with some buzzwords to eliminate that. As for gas heaters in outdoor cafes, that sounds like a good idea if we can install solar panels in outdoor cafes. We've never really thought about it, so we'll take that suggestion on board. You also mentioned our involvement in art. Of course, we're basically a brewery, so we're not really involved in classical or modern art, but we're very involved in music.

Not only Heineken, but many of our local breweries sponsor music concerts and singers. I think it was about 25 years ago when I was working in Central Africa, and the brewery prominently sponsored music, and many up-and-coming performers managed to rise and get ahead in their career thanks to sponsoring from breweries. It was a fine tradition in art. I'm going to hand you over to Laurence to tell you more about cybercrime. She's in charge of IT.

Laurence Debroux
CFO, Heineken

Information security is a key strategic pillar for us in IT now. Indeed, cybercrime is a major preoccupation. You can read every day in the newspaper a description of attacks on companies. We're not a bank. We don't have millions of personal data on people, but still data is at the core of our activity more and more. We handle data. We exchange data. Regulation are becoming more and more stringent, and that's normal. We have to be totally equipped. When facing attempts of cybercrime, again, we face hundreds of them in a month, what is important is, of course, technology. We are equipping ourselves. We're doing things that most large companies do right now is actually asking official companies to try and hack our system just to see how fragile our system are.

Frankly speaking, in many systems, it's not a matter of if they are fragile, but how long they resist, and can you detect the attack in time to be able to respond to it. It's like protecting your home. It's how much you actually manage to protect it, how long does it resist to the aggression, and does the police have the time to arrive. We're also deploying everywhere in the world access monitoring system because access rights are a major issue when you work with 80,000 people. People arrive, people leave. Making sure that we know who has access to what and that we update that is a key issue for all large companies.

What is very important to say is that you read different statistics, but you can say safely is that 75%, 80% of all cyber attacks that succeed, that is due to human behavior. The main thing we're doing is training, training, raising awareness. We've launched a training program again in 2015. We're going to do it again in 2016. More than 50% of the people in the company have gone through it. It's amazing how we are all very naive, and we are all at risk of clicking on something, opening a file, even if we've been told that that could be dangerous. Working on human behavior and awareness is the main way to protect ourselves because the hackers will always invent something more sophisticated. Technology helps, but it's definitely not the only protection.

Jean-François van Boxmeer
Chairman of the Executive Board and CEO, Heineken

Back to your questions about art sponsoring. When I said it's not natural for brewers to be extremely involved in classical art, Amsterdam is the exception, but that's understandable because our cradle is Amsterdam. We're the main sponsor of the Hermitage Amsterdam. We're also the main sponsor of the Van Gogh and Rijksmuseum, as well as the main concert halls. We're certainly on board, and we're one of the leading sponsors in that field in Amsterdam. Madam.

Rachel Heine
Shareholder, VBDO

Thank you very much, Mr. Chairman. My name is Rachel Heine. I'm from the VBDO.

Thank you very much. I'm Rachel Heine from the VBDO, the Association of Investors for Sustainable Development. We're delighted that sustainable figures prominently in your corporate strategy. That was clear from the presentation by Mr. Van Boxmeer. His reply was music to my ears. We're delighted that you stepped up those targets in the run-up to 2020. I'm also delighted that we saw that Heineken performs very well on the different sustainability benchmarks, which shows how important that is in your operations. I was also delighted to read, as we were asking for a few years, that you're progressing toward integrated reporting. That deserves a compliment. I have questions about three topics, water consumption, living wage, and taxes. I'll start with water consumption. That has been mentioned previously, and there were some questions about that.

You're making major strides in reducing water consumption in manufacturing. The WNF suggested, as you said, examining water use further down in the chain, such as in cultivating the commodities. In your sustainability report, you mentioned that you're seriously considering this and intend to progress there. My question is, do you see water consumption further down in the chain as needed to cultivate the commodities? Is that part of Heineken's water footprint? Do you intend, or do you want to explore setting targets concerning necessary water consumption in cultivating the commodities? Let me check my crib sheet. Are you considering a risk analysis of water consumption for hops and apples? Because I think it was limited to yeast thus far. Now, on to living wage.

The VBDO encourages paying a living wage. We see this as paying wages that are sufficient for the employee and the people who depend on the employee to supply their basic needs. You mentioned that you want to pay a fair wage that could approach a living wage. My question is, how do you define fair wage? Is that close to a living wage, as we call it, do you intend to include that in the supplier code?

Of course, we always like it when you do that.

We want you to report on that. Do you intend to do that? Finally, that takes me to taxes. In your sustainability report, you've been saying for years that you see paying taxes as a way to boost and support economic growth. We're delighted to hear that. We're also delighted that you've taken a clear stand on that topic and that you're disclosing that you comply with all legislation and regulations on tax payments. You also report how much you pay in taxes in the different regions. In the Zembla episode from 23 March, it became clear that Heineken receives EUR 1.2 million in grants to set up beer breweries in Ethiopia. This grant serves to boost the economy and is supposed to benefit the people in that country.

At the same time, it was revealed that Heineken is paying less and less in taxes in that country, despite an increase in Heineken's revenue. This may be because Heineken has invested a lot. If you invest a lot, your earnings decline, and you pay less in capital gains tax. At the same time, it turned out that a lot of people were made redundant because of the capital expenditure. The amount of wage tax that you paid declines as well. Are you willing to disclose your country reports, because it turns out that you do have them to demonstrate that the grant that was intended to boost the local economy and benefit local people ends up where it's supposed to end up, and that thanks to paying taxes, you support local economies. Those are my questions so far. Thank you.

Thank you.

Hans Wijers
Chairman of the Supervisory Board, Heineken

Can I give this one to Mr. Van Boxmeer?

Jean-François van Boxmeer
Chairman of the Executive Board and CEO, Heineken

Yes.

Can I give this one to Mr. Van Boxmeer? Yes. I'll start at the bottom, that Zembla episode, just to keep us going. You mentioned something about EUR 1.2 million in grants to get breweries up and running. No, it's to ensure local supply. These are agricultural projects. They're not about producing beer. I just wanted that to be clear. It's a joint venture, so it benefits the farmers and the breweries, because of course we like to purchase in Ethiopia, because we believe that the more economically active you are on site, the better the economy will do, as will our business. Please don't worry, it costs more to produce a ton of yeast in Ethiopia with all the strings attached than to cultivate it within the European Union. These projects will take at least a decade to become consistent.

In Nigeria, where we have a lot of concerns about brewing beer, that takes time and money, but eventually you can organize that market. The farmers are not dependent exclusively on that, so we need expertise that we don't always have. We also work with the Dutch government and the University of Wageningen for agriculture and NGOs, and that helps us forge ahead. Basically, this is a tempest in a beer bottle. Now, the taxes and the redundancies. We purchased two breweries from the government at an auction. We simply opened an envelope, and everybody bid, and we had acquired two of the four breweries on which we bid. One was in Harar, the other was in Bedele. Just imagine, these breweries are about 40 years old. There has been no investment in recent years at all. The quality is questionable and safety is nonexistent.

You purchase a license and a brand and a business to start up, but you have to configure it from scratch, and that takes a lot of modernization. You fast-forward four decades. We're not going to start conveyor belts that have 20 people working on them. We have to make a quantum leap into the 21st century. The immediate jobs that we were able to offer were, of course, drastically reduced. I don't have the exact figures, but it was a drastic reduction in job numbers. On the other hand, we sell more beer. It's a growth market. Bear in mind that our industry generates employment, perhaps not immediately in the breweries, but in all people who supply the brewery and who purchase from the brewery and resell. That's a lot of the indirect employment, and often that's one to five to one to 10.

On the one hand, yes, direct employment goes down, but indirect employment goes up. We built a new brewery as well in Zimbambwe, and that also generated more jobs. You have to consider the overall picture, a country that is growing as fast as Ethiopia. It's not only us, everybody is benefiting. Take my word for it. As for tax payments, this doesn't happen in all countries, but you have to amortize your investments faster. We welcome that, but it does reduce your capital gains tax, your tax on your earnings. What they cut out from the Zembla episode was that we pay a lot more in tariffs and excise taxes. We sell triple the amount of beer, we pay excise duties, and those taxes have risen considerably for Ethiopia.

I'll be happy to share those figures with you, but that's basically how the cookie crumbles. Okay. I'm delighted to hear that, I'd be even happier if you were to disclose that country report. Madam, I'll be happy to report on everything, but we're not going to hire thousands of people to generate detailed reports about every step we take. I'd say ask your questions, we'll answer them. I'm not saying that we always get it right, but let's be reasonable. We cannot issue a complete report about each isolated case when there are huge changes when we invest. We can explain everything, but we can't do everything. I understand that, but I thought the country reports were already available. I wasn't asking you to generate additional reports, merely to disclose what's already available. There's also information that would truly interest the competition.

You don't want to report all taxes you pay for each country. I'm going to move on to the next question. I would like you to review our policy and where we stand in general concerning tax returns, conduct, and publication.

Laurence Debroux
CFO, Heineken

Thank you. We have made a definite step towards providing you transparency on tax reporting by providing the tax rate by region. I think this really demonstrates beyond country by country reporting, that we're paying our fair share of tax where we actually have our activities. I think at the end of the day, that's the main concern. Country by country reporting with tax authority, we're very much in favor, exchange of information between tax authorities, we're very much in favor. If you look at what we have to report to the tax authorities, it is the revenue, it is the profit before tax, profit after tax per country. Frankly, this is highly sensitive information and very interesting for our competition in a number of countries.

Of course, we are aware of the proposal at the European Commission level, to make public reporting mandatory. We strongly believe that what it would bring in transparency, it would take in terms of a competitive disadvantage in a lot of cases. We really try and make a point to be transparent and give you the information that enables you to see that region by region, we are paying our fair share. Of course, if and when things become mandatory, we will comply, obviously. We still maintain a position that this would be detrimental.

Hans Wijers
Chairman of the Supervisory Board, Heineken

Living wage?

Laurence Debroux
CFO, Heineken

Maybe living wage. Living wage, fair wage. I must admit, I am not a specialist of the definition, but I am pretty sure we are aiming at the same thing. I also know that standard definition, you don't necessarily have on an international basis, even so, it's more and more understood the same way. We are committed to paying fair wages, and we are committed also to considering how we can include that in further review of our supplier code. Now, every time we include something in our supplier code, we can test it, we can ask the supplier to self-assess it, we can audit. Putting together an actual reporting on our suppliers, is something, frankly, that I don't know how to do because we have such a large base of supplier. You are first-year supplier, but as you are very well aware, we also have an impact on second, third, and fourth-year supplier.

Putting it into a formal reporting, we have to look at that, it seems quite difficult to do. Insisting on it and making sure that we make it a discussion point with the supplier is definitely something that can become present in our supplier code.

Hans Wijers
Chairman of the Supervisory Board, Heineken

Your last point was over water.

Jean-François van Boxmeer
Chairman of the Executive Board and CEO, Heineken

Your final point concerned water. Yes, 90% of our total water consumption relates to agriculture. We can obviously do a lot with the 10% that we control ourselves, but we cannot truly directly influence the other 90%. By transitioning to sustainable agriculture through our principles involves considering how you deal with agriculture. Yeast is a crop that grows in countries where nearly 100% of those crops are grown with rainwater. Barley is grown with rainwater. Sometimes I've explained that whether it's sustainable, sometimes I wonder about that. Once I spoke with the Egyptian government and we explored whether it was truly sustainable, eventually that's going to have to improve. There's another example that I clearly remember. That was about maize fields we'd planted in Rwanda in entirely the wrong areas.

There was no proper equilibrium with the water or the natural surroundings, and we had to correct that. Sometimes our experiments go awry and we have to correct them, but we're fairly comfortable because the crops we cultivate do rely on rainwater. We want to avoid a situation when we work with agricultural suppliers who obtain things in the wrong way, but that is very rare in our branch of industry. Well, we've been at it for an hour and a half, and we're still at item 1A. The last person I'd like to give the floor is that gentleman waiting very patiently.

Pieter Spanjers
Shareholder, Heineken

I'm Mr. Spanjers for the minutes, otherwise you'll quote me on that. First, I'd like to congratulate the Heineken group with the Q1 figures that you made EUR 65 million more. Why is Het Financieele Dagblad negative in its reporting?

It says by the editors, they're doing it anonymously. That's question one. Question two is that you gathered EUR 800 million through 1% interest. That's nice. What about your cash flow? What do you intend to do with that EUR 800 million? I didn't find that anywhere. That's why I'm asking the question at the shareholders meeting. Are you trying to start up a venture where these small specialized breweries will each have a tiny share? Because specialty beers are becoming increasingly popular, as you can see in Amsterdam, where we have four specialty brewers tinkering about. Are you trying to learn something or participate? Why do you need those EUR 800 million? My next remark Then I'll get to my questions. I thought it was wonderful to see the shelf featuring all the beers.

It was a perfect presentation display. Let's get back to business. As for the environment and carbon neutral breweries in Austria, that's perfect. I'm sure you learn a lot. Can you answer me whether you can carry that over to all the other breweries? What I think is very unfortunate, I'd like to know how you deal with that. Soon, we'll have the Summer Olympics in Brazil, and we've got the Heineken House. As for your staff there, how are you going to protect your staff from the Zika virus? That's my first question. Two, the staff working for Heineken there, what percentage is already coping with the Zika virus, and what do you plan to do about that? Those were the few questions I have at this time.

Laurence Debroux
CFO, Heineken

Thank you very much, Mr. Spanjers.

Maybe I start with the EUR 800 million. If I could have done that secretly, I would because there are so many people in that company having great ideas how to use the EUR 800 million. I can tell you that's not going to be a problem. It's not a single purpose, obviously. To answer more seriously, we have about EUR 11 billion net debt, then out of our net debt outstanding, some come to maturity every year. We manage to have no single year with a very high maturity level, but we renew our debt continuously. If you look last year in 2015, we were actually able to borrow at cheaper rates because the rates are lower and our credit risk is considered very good and replace some more expensive debt. That's also how we got some leverage and then the net result increase.

We're continuing to do that when we see opportunity because we know we have debt that will come to maturity, and we replace it. When we see opportunities today, definitely there is a window now, which might close with markets being more volatile in a few months, maybe. We've taken advantage of that window as part of a program of funding that is kind of a permanent program.

Jean-François van Boxmeer
Chairman of the Executive Board and CEO, Heineken

Thank you. About those carbon neutral breweries in Wieselburg and Austria, energy consumption is a major problem. Thus far, we have not managed to switch entirely to solar panels and windmills. In those Austrian breweries, there are sawmills, and that's what keeps them carbon neutral. We learned from that. There's more than one way to bring about a carbon neutral brewery, but there are some cases that are difficult. You can't apply the same procedure everywhere. Sometimes you learn, and sometimes things go wrong. In the U.K., we tried to set up something that didn't work out. I do expect to make progress there in the future. It's a learning process. You can't automatically roll it out to all 143 breweries worldwide. That would be a pipe dream. The Heineken Holland House.

We've always had rigid medical supervision at Holland House, not only for the athletes but also our own staff. They'll consider that risk very carefully. I'm convinced that our medical experts will help us.

Hans Wijers
Chairman of the Supervisory Board, Heineken

Thank you for all your answers and questions. Thank you for your inspiring questions, ladies and gentlemen. The report has been adopted. I close this point of the agenda. Now I'd like to refer to the remuneration policy of the Executive Board. That is the next item on the agenda. This is not a voting item. Nonetheless, we are going to discuss the matter. The explanatory note to the remuneration policy can be found on pages 56 through 57. Before giving you the floor, I'd like to ask Mr. Das, the Chairman of the Remuneration Committee, to explain the implementation of the remuneration policy in 2015 and what it has led to.

Maarten Das
Chairman of the Remuneration Committee, Heineken

Thank you, Mr. Chairman. I'll be happy to give you a brief explanation of the implementation of remuneration policy of the Executive Board in 2015.

Ladies and gentlemen, as you may know, the remuneration policy of Heineken for the Executive Board is based on four remuneration principles, i.e., first of all, to support the corporate strategy. Second, salary related to performance. Third, we need to remunerate in a competitive way. Fourth, we need to remunerate in a fair way. To supporting the corporate strategy. This first part, this first element. This relates to more than 80% of the salary package. This 80% has been related to achieving predetermined targets that reflect the corporate strategy properly. The financial targets for the short term and for the long term variable remuneration provide us with a balanced focus on the top line growth, bottom line growth, and cash generation. Furthermore, for the short-term variable remuneration, we have targets that focus on leadership qualities and targets that have been set for that year.

These are targets that have been predetermined. The second principle of remuneration, remunerate according to performance, focuses on the targets that reflect the corporate strategy. Now, for each and every target, we establish a target performance level. For the financial targets, we also establish a lower threshold level and a higher maximum level. For these performance levels, we have remuneration levels that can vary from 50% of the target remuneration level up to 200%. If the performance is below the threshold, remuneration will be nil. This method, in order to determine variable remuneration, has been in practice at Heineken since 2005 and has been part and parcel of the remuneration policy since then. That leads to the fact that variable remuneration in a disappointing year could be low or even zero, and in a good year, remuneration could be very high.

That is precisely the idea of the Remuneration Policy. This is the way we have structured the system, and that is the way that it works. In accordance with these ideas, 2015, which was a very good year, led to a high variable remuneration. For the financial targets, for the short-term and long-term variable remuneration, in three cases, there was performance between target and maximum level, and in four cases, over and above the maximum level. For those targets that focus on the leadership skills of short-term variable remuneration, the Supervisory Board has considered that the Executive Board has performed at a maximum level. The year 2015 was a year of major internal changes and large external challenges.

The Supervisory Board is of the opinion that the Executive Board has performed at the highest level in terms of these leadership quality targets and also with a view to internal changes and external challenges. As far as the internal changes are concerned, the following applies. In order to make Heineken leaner and more proactive, there has been a far-reaching, in-depth restructuring process at the head office. For the same reasons, the governance has been rebalanced, and part of the regional organization has been transferred to the operating companies in the different countries. The composition of the executive team has changed substantially. The previous CEO finished his career by onboarding the new CEO in such a way that the new CEO was able to make a flying start. All these far-reaching internal changes have taken place within a year without the performance of the company being adversely affected.

Quite the contrary, 2015 was a top year, an excellent year. The Executive Board has achieved all this in its subsequent compositions in a way in which, according to the Supervisory Board, could not be surpassed. It was so excellent. Furthermore, in the external challenges that we faced, we were dealing with the following. The market conditions were difficult as a consequence of geopolitical and economic conditions and also challenges regarding sustainability. Nonetheless, the company has been extremely successful in 2015. The Heineken brand and other premium brands have continued to grow. The innovation agenda was further implemented. The Brewing a Better World sustainability agenda was implemented even further. The consolidation process in the beer industry was addressed by means of all sorts of acquisitions, joint ventures, licenses, and other operations that we commented on today.

The fact that the Executive Board has achieved all of this under these aforementioned challenging conditions is a top-notch performance according to the Supervisory Board. All these achievements for financial and leadership targets have led to a short-term variable remuneration for 2015 of 182% of the target remuneration level and have led to a long-term variable remuneration for the period 2013-2015 of 171% of the target remuneration level. Indeed, a high variable remuneration in an exceptionally good year. In order to put this in the perspective of alignment with shareholders, I would like to make the following comments. In 2015, the share price of Heineken increased by 34%. In the period from 2013 to 2015, the increase was 56%. Dividend in 2015 will, if we adopt the dividend proposal, increase by 8%. For the period 2013 to 2015, the increase of dividend amounts to 46%.

In the period involved, not only has the variable remuneration for the Executive Board been high, but also the reward for shareholders has been high. The third remuneration principle, which is competitive pay, entails that the level of the base salary and short and long-term variable remuneration for the Executive Board, and this has been the case since 2011, is derived from the median remuneration level of a worldwide peer group of 15 companies that are comparable to Heineken. A comparison with such a global peer group is justified because Heineken itself is a global company. Out of the 75,000 people that work for Heineken, about 5% works in the Netherlands, and the rest works in all corners of the world. The relevant labor market for higher management of Heineken is not the Dutch labor market, but the global labor market.

Within the applicable remuneration policy, which was adopted by the AGM, the Supervisory Board can, from time to time, adjust elements of remuneration to the median of this global peer group. For 2016, the Supervisory Board did so with the base salaries of the CEO and CFO. The base salary of the CEO will, for the first time in three years, increase by 4.3%, which is on average 1.4% per annum. The base salary of the CFO, by the adjustment to the median level of the worldwide peer group, shall increase by 18%. This relatively sharp increase is consequence of the fact that the initial salary of the CFO, salary of 2015, was substantially lower than the median level in the global peer group because we were taking into account onboarding time.

Given the performance of our CFO, who showed that the onboarding time for 2015 was much shorter than we had supposed it would be, that there is no onboarding in 2016 at all, given the performance, the Supervisory Board's opinion is that the base salary should now be increased by 18% in order to align it with the median level of the global peer group. The fourth remuneration policy is fair remuneration, and this entails that all employees of Heineken, from the Executive Board right down to the lowest level, are always remunerated according to the wages for the relevant labor market. For the Executive Board, that means remuneration in accordance with the global peer group. This is the system, how it works in general, and what the effects were for this year. Thank you very much for your attention.

Ursula Beatrice Stadtlander
Shareholder, Heineken

Ladies and gentlemen, I can hardly imagine that after this detailed presentation that you should have any questions. Nonetheless, you may have No, you do not have questions? Item 1C. There is a question. Yes. I think it is very encouraging that Mr. Van Boxmeer receive a reasonable and fair salary. I think that is a good thing. What concerns me is that the lower middle class in society, in other words, young people, these are the big spenders. They are a driving force for the economy.

It turns out to be very difficult for them to get a job, it would be great if the listed companies, the large companies, do something about that because it's important for Dutch economy and also internationally it's important that people who just start on the labor market, even people who've graduated from university, that they get a job very quickly and very quickly earn a fair amount of money. That's good. With all the profits that most listed companies have at this point in time, it's important that these companies focus on employment. I think that's great. I applaud you for your excellent performance, I would like to draw your attention to other parts of the labor market. Absolutely. Thank you very much. Do you have any other questions?

Hans Wijers
Chairman of the Supervisory Board, Heineken

If not, we would like to proceed to point or item. Formally, I have to say that the implementation of remuneration policy has been adopted by cognizance, by taking cognizance thereof, we can proceed to Item 1C of the agenda, which is adoption of the 2015 financial statements of the company. This is pages 60 through 141 from the annual report. Ladies and gentlemen, the financial statements have been audited by Deloitte Accountants B.V. You'll find the auditor's opinion on pages 142 through 144. Before we discuss the financial statements, I would like to give the floor to Mr. Dalhuijsen of Deloitte, he shall give a brief presentation of the audit work conducted by Deloitte. Mr. Dalhuijsen. Just a few short remarks regarding the auditor's opinion that you'll find on page 142 of the financial statements.

I'll be commenting on this in accordance with the slide. The auditor's unqualified opinion. That means that we have established that the report of the Executive Board has been drawn up on the basis of the legal requirements to that effect, this report does not conflict with the information that is disclosed in the financial statements. If we move to the right, we have more technical matters. You see the materiality limit that we established for the audit is EUR 100 million. Materiality is a rather complicated notion, in essence, it means that should there be errors in the financial statements that have an influence of more than EUR 100 million on the results, then the question would be, do the financial statements reflect the actual facts?

EUR 100 million is for the financial statements as a whole, if you look at the different components of the financial statements, you see different materialities. You see the components. You see the operating companies of Heineken. The highest materiality that we worked with there is EUR 40 million, for many businesses, we apply lower materiality levels. Because we issue separate opinions for those financial statements, we work with lower materiality levels. Furthermore, any audit differences that came about in our audit in excess of EUR 5 million have been reported to the Supervisory Board. In joint consultation, we looked at how these differences came about and which measures could be taken in order to correct them in the financial statements to make sure that we set out procedures or implement procedures so as to avoid this for the future.

Scope, which is another point, a very important point. This is the group audit. In other words, the audit of all Dutch companies and foreign companies. You see that audit were carried out on 27 components within the group or businesses within the groups, and that led to a very comfortable coverage of more than 80% of the relevant KPIs. Furthermore, specific steps have been taken regarding other items of which we could feel that possibly there would be a risk in terms of the materiality limit, very specific steps here. Again, besides the 27 businesses that we audited, we also carried out other auditing steps. Use of various specialists. That means that the auditor uses all sorts of specialists. It goes from IT to tax experts or whatever. A team is no longer one singular auditor.

You have all sorts of experts in your team in order to pool knowhow and be able to audit the financial statements properly. Now to wrap up. Reporting, you'll be able to find all the details in our opinion to the financials, the key audit matters. These are the cases of which we have established that these are the elements that we've spent the most time on. We've consulted the most on with the Supervisory Board and the Executive Board. You'll find the details in the report. There are a number that are quite self-explanatory. Revenue recognition, the way you take a profit in the financial statements, and then the more variable elements thereof, the discounts that we give to customers, et cetera. Volume discounts, and then returnable packaging.

Packaging that is, and the way we deal with packaging in our financial statements, how it's reflected, how any obligations are to be valued. That's a specific point. Goodwill, which is also a very substantial item on our balance sheet, and the measure in which goodwill can be earned back is also relevant. Taxes, if a company is operating in very many areas, that's no easy task. We deal with it very well, and this was our first audit. That means that we took a number of steps, specific steps, in order to make sure that there was a smooth transition from KPMG to Deloitte. We looked at valuation elements in great detail, internal controls on financial reporting. That's a specific element because Heineken has taken a number of specific and clear steps, and you can read about that in the risk management paragraph.

Steps in order to fine-tune its four lines of defense assurance model. As an auditor, we consulted with Heineken and used that model in setting up our audit and implementing and carrying out our audit. Mr. Chairman, that's all for now. Thank you for this very clear presentation. Who can I get the floor about the financial statements? Chairman, your name, please. Spanjers.

Pieter Spanjers
Shareholder, Heineken

My name still is Pieter Spanjers. That's it. I do have a couple of questions for the auditor, and also I have a question for you. A couple of days ago, I read in Het Financieel Dagblad that when auditors rotate, what they do is in the tenders, they offer very low fees. There's an insurance company that made a bit of money but had to pay EUR 3 million more for its audit services. Every year you have to negotiate. I imagine that you're negotiating for 2016 to make sure that your costs don't exceed a certain limit. You may want to stay at the same level as 2015. Can you commit to negotiating very diligently with the auditor? Can you tell me which countries the auditor himself has visited? Has he visited the new countries in order to check things there?

I sort of couldn't find that in the report, which was quite regrettable. Those are my questions.

Hans Wijers
Chairman of the Supervisory Board, Heineken

As far as the negotiation tactics of the Executive Board, you can rest assured we take this very seriously, and perhaps Mr. Dalhuijsen would like to tell us a bit more about his very exciting travel plans. The specific question was which countries I visited myself. Mexico, Nigeria, Egypt, Rwanda, Burundi, and obviously in Congo, South Africa, Vietnam, Singapore, and Indonesia, and India. That was only this past year. You still look very good and full of energy, that's great. Any other questions? If not, ladies and gentlemen, I suggest that we adopt the financial statements for 2015. Now we are actually going to vote, and we shall do so with the handsets.

Should it appear that there's a handset that doesn't work properly, we shall vote by acclamation as we usually do. First of all, I'd like to request the operator to switch on the system, to activate the system. If all goes well, you can see the text, Please insert your smart card on the handset on the display. That means that the system has been activated. I would request you to insert your voting card for Heineken N.V. without the yellow dot with the gold-colored chip facing upward, insert it in the handset, and then you will see the different options in the display. Should that not be the case, you can raise your hand, and someone will come up to help you. You can leave the voting card in the handset for the rest of the meeting.

Let's see whether there are any issues anywhere as far as the handsets are concerned. No. There's one over there. That's settled then. What we'll do is the following. If you want to vote in favor, you press button 1. If you are against, you want to press 2, and if you want to abstain from voting, you want to press 3. The vote is open. Please cast your vote by pressing the button of your choice.

That shall [Foreign language] voldoende tijd gegeven.

I'm sure that gave you more than enough time to cast your vote. Ladies and gentlemen, the vote is now closed. If everything goes well, we will be seeing the results on the screen. As you see, we have North Korean conditions here because we see that 99.88% of the votes have been cast in favor, and 0.12% of the votes have been cast against, and abstentions, 31,656 votes. I can confirm that the adoption of the financial statements 2015 has been carried with more than 99% of the votes. That means that we can now proceed to dividend policy. This item on the agenda is item 1D of our agenda.

The board follows the policy to propose a dividend annually of 30%-40% of net profit, exclusive of extraordinary items and depreciation of brands. The band width fits a strong and sustainable cash flow capacity that Heineken has. The points of departure of the company are to maintain its independence and a healthy balance structure, also to be able to grow by means of acquisitions and to grow organically. As usual, the annual dividend will be paid out in the form of an interim dividend and a final dividend. The interim dividend will be established at 40% of the total dividend of last year. Would anybody like to take the floor on this matter? If not, I would like to close the discussion that never started. With that, I can confirm that the new dividend policy has been carried.

With that, I can proceed to the next item on the agenda, which is adoption of the dividend proposal 2015, which is item 1E of the agenda. For the financial year 2015, we propose payment of a dividend of EUR 1.30 per share, which represents 36.2% of net profit beia. EUR 0.44 has already been paid as an interim dividend on 12 August 2015. The final dividend of EUR 0.86 per share shall be made payable on May 4th, 2016, at ABN AMRO Bank, Amsterdam. As per the 25th of April, that'll be the case, so that the shares will be listed ex-dividend at the Euronext stock exchange. The profit that remains in 2015, which is an amount of EUR 1,151,000,000, will be added to retained earnings within equity. Who would like to take the floor? Nobody.

I propose that we adopt the dividend at EUR 1.30 per share. We shall now vote on the matter. I request the operator to activate the system. I would request you to cast your vote. I'm sure you're getting very thirsty, but if you've nonetheless been able to cast your vote properly, I shall close the vote. I think we can confirm that this proposal has been carried by 99.84% of the votes. With that, 1F. We proceed to 1F on the agenda, ladies and gentlemen, which is the proposal to discharge the member of the Executive Board that were members of the Executive Board in 2015 concerning the exercise of their duties in the financial year 2015. Who would like to take the floor on this matter?

I propose that you resolve to grant discharge. We need to vote on the matter, I would request the operator to activate the system. I would request you to cast your vote. The vote is closed. I hereby confirm that the proposal to grant discharge of members of the Executive Board has been adopted with 99.65% of the votes.

That's music to my ears. Somebody is applauding the members of the Executive Board who gave their all, but it's only you. On to the Supervisory Board members. Let's see if they can get a slightly larger applause. Item 1G on the agenda, which is the proposal to discharge the members of the Supervisory Board serving on the Supervisory Board in 2015 for their supervision of the 2015 financial year. Would anybody like the floor on that? If not, I'll open the vote. Would the operator please activate the system? Please cast your vote. The vote is closed. The proposal has been adopted with 99.65% of the vote, we will not draw any conclusions based on the difference in the level of applause. On to 2A, authorization of the Executive Board to repurchase shares.

It is proposed that the Executive Board be authorized for a period of 18 months starting on 21 April 2016 to acquire own shares subject to the following conditions and with due observance of the law and the articles of association, subject to the approval by the Supervisory Board. You have granted this authorization in previous years as well. Who would like the floor on this subject? If nobody wants the floor on this, I propose that we open the vote. Would the voting operator please activate the system? Please cast your vote.

The voting is now closed.

The vote is closed. The proposal has been adopted with 99.91% of the votes cast in favor. Item 2B on the agenda, authorization of the Executive Board to issue shares or rights to shares. It is proposed that the general meeting of shareholders authorizes the Executive Board for 18 months from 21 April 2016 to issue shares or rights to shares to a maximum of 10% of the capital in issue at that point in time, subject to the prior approval from the Supervisory Board. You've also granted this authorization in previous years. Would anybody like the floor on this topic? If not, I will open the vote. Would the voting operator please activate the system? Please cast your vote.

The voting is now closed.

The vote is closed. This proposal has been adopted with 99.53% of the vote. Item 2C on the agenda, authorization of the Executive Board to restrict or exclude shareholders' preemptive rights. It is proposed that the general meeting of shareholders authorize the Executive Board for 18 months starting from 21 April 2016 to restrict or exclude shareholders' preemptive rights in relation to the issue of shares or the granting of rights to subscribe for shares. You've authorized this in previous years. Would anybody like the floor? If not, I propose that we open the vote on this subject. Would the voting operator please activate the system? Please cast your vote.

The voting is now closed.

This proposal has been adopted with 99.14% of the shares voting in favor. That takes us to item three of the agenda. Item 3A concerns the reappointment to the supervisory board of myself. I'm going to hand the floor over to Mr. José Antonio Fernández, the deputy chairman of the supervisory board.

José Antonio Fernández Carbajal
Vice-Chairman of the Supervisory Board, Heineken

Thank you, Mr. Chairman. In accordance with the articles of association of the company and the rotation schedule, the supervisory board has made a non-binding nomination for the reappointment of Mr. Hans Wijers as member of the supervisory board with effect from 21st of April of 2016 for the maximum period of four years. Mr. Wijers was first appointed in 2012 and became chairman in 2013. Mr. Wijers fits the profile drawn up by the supervisory board. The supervisory board proposes to reappoint Mr. Wijers in view of his broad economic, national, and international experience, his experience in the consumer products industry, his background in the field of relations between businesses and various government authorities, and the way he fulfills his role as chairman of the supervisory board.

The supervisory board has reappointed Mr. Wijers as chairman of the supervisory board, subject to his reappointment as member of the supervisory board. Is there anyone who would like to take the floor on this proposal? Yes?

Ursula Beatrice Stadtlander
Shareholder, Heineken

I think it's a wonderful idea that Mr. Wijers serves another term. He has a wonderful sense of humor and knows how to tie everything together. I have just one suggestion. Many CEOs and chairman of the supervisory board do a lot of socializing after the meetings. I'd like to suggest that to Mr. Wijers. This is like a village fair, one of these AGMs. A lot of shareholders would like to hear about the ideas of Mr. Wijers. That was my suggestion.

José Antonio Fernández Carbajal
Vice-Chairman of the Supervisory Board, Heineken

Thank you. Very well taken, this recommendation. Thank you so much. Anybody else who would like to take the floor? If not, we will now proceed to vote the proposal. I request the operator to activate the voting system. I request you all to cast your vote. The voting procedure has now ended. The voting result is shown there. I confirm that the proposed resolution to reappoint Mr. Wijers has been adopted by a huge number. Thank God. Congratulations. Congratulations, Hans.

Hans Wijers
Chairman of the Supervisory Board, Heineken

Thank you, José Antonio. Thank you, ladies and gentlemen. On to item 3B of the agenda, which is the appointment of Mrs. Pamela Mars-Wright to the Supervisory Board. In keeping with the articles of the association of the firm, the Supervisory Board has issued a non-binding recommendation to appoint Mrs. Mars-Wright for a four-year term, not to exceed four years, so through the end of the shareholders meeting in 2020. Mrs. Mars-Wright is a U.S. citizen and meets the profile drafted by the Supervisory Board. We propose appointing her, given her extensive strategic expertise in the consumer industry, as well as her experience with family firms. She is a scion from the fourth generation of the Mars family, working for the Mars firm. She is a board member of Mars, Incorporated and even chaired the board for several years.

Prior to that, she performed in various capacities in the confectionery and animal feed sections of Mars, most recently for the animal feed section. She meets all requirements in the Supervision Act, given the maximum number of Supervisory Board memberships. She is independent as defined in the Dutch Corporate Governance Code from 2008 and holds no shares in the firm. She would have loved to attend this meeting, but often you have to plan well in advance. Unfortunately, she had conflicting obligations. Would anybody like the floor about the nomination of Mrs. Mars-Wright? Yes, Mr. Spanjers.

Pieter Spanjers
Shareholder, Heineken

Yes, Mr. Chairman. Mr. Spanjers. Mars is not such a wonderful company if we think about that recall from a few months ago when they had to recall 50 million candy bars because of a piece of plastic there all over the world.

That's not wonderful. I think it's pitiful that Mrs. Mars is unable to be present. We can't really ask her about what she wants. I think that she can certainly get herself a cheese sandwich if she wants. I'd like to know why she wants to join Heineken. I can't do that because she's not here, and you're not connected to her either. I can't ask her. I'm going to vote against.

José Antonio Fernández Carbajal
Vice-Chairman of the Supervisory Board, Heineken

That's all hard deep to luree Stella.

Hans Wijers
Chairman of the Supervisory Board, Heineken

I'm sure she'll be extremely disappointed. Mars is a very high-quality firm.

José Antonio Fernández Carbajal
Vice-Chairman of the Supervisory Board, Heineken

Okay.

Hans Wijers
Chairman of the Supervisory Board, Heineken

It's not only about what we can do for her, it's also about what she can do for Heineken. We have a very experienced executive with lots of experience in logistics and consumer products and somebody who knows what the long term means in a family company. Mrs. Stadtlander, you wanted the floor as well.

Yes, Mr. Chairman. I'm delighted to see that two ladies will be joining you. In the 1980s, I struggled with the large listed Dutch companies for the position of women at Royal Dutch Shell. The head of human resources sent me a personal letter that they're delighted that I defend women in the firm because as human resource, they're not able to do that. Therefore, I am absolutely delighted and congratulate you for appointing two ladies to the executive board. Thank you very much.

José Antonio Fernández Carbajal
Vice-Chairman of the Supervisory Board, Heineken

Good.

Hans Wijers
Chairman of the Supervisory Board, Heineken

Thank you. Who else would like the floor? If not, I propose we open the vote. Would the voting operator please activate the system? Please cast your vote.

José Antonio Fernández Carbajal
Vice-Chairman of the Supervisory Board, Heineken

The system is floating.

Hans Wijers
Chairman of the Supervisory Board, Heineken

The vote is closed. Her nomination has been approved with 99.71% of the vote. Welcome, Pamela Mars. Ladies and gentlemen, that takes me to 3C on the agenda, which is the appointment of Mrs. Yonca Brunini as a member of the Supervisory Board. She is present among us, and I'd like to ask her to rise. Would you mind?

José Antonio Fernández Carbajal
Vice-Chairman of the Supervisory Board, Heineken

What they're voting on. Who they're voting on, rather. Thank you.

Hans Wijers
Chairman of the Supervisory Board, Heineken

Thank you. In accordance with the articles of association of the company, the supervisory board has made a non-binding nomination for the nomination of Mrs. Yonca Brunini as a member of the supervisory board with effect from 21 April 2016 for the maximum period of

Four years until the end of the Annual General Meeting on 2020. Mrs. Brunini is a Turkish and British national, and the Supervisory Board proposes appointing her, given her extensive experience in marketing, the media, and consumer products. Mrs. Brunini is Vice President of Marketing at Google, has been working for Google since 2006. Prior to that, she worked for Yahoo, From 2003 to 2006, she was Marketing Director U.K. there, and from 2002 to 2003, she was European Marketing Director. Prior to that, she worked at Unilever for nearly a decade, where she had various roles in marketing, most recently Innovation Manager at Home and Personal Care Europe, and she was based in London.

She meets the act for Governance and Administration concerning the maximum number of supervisory board memberships in Dutch entities and is defined as independent in the Dutch Corporate Governance Code from 2008 and holds no shares in the firm. Who would like the floor about this nomination? Mr. Spanjers again.

Pieter Spanjers
Shareholder, Heineken

In your entire presentation, I don't understand why we have to appoint two additional supervisory board members, because it was one out of six. We have only 12 supervisory board members. Each executive board member will have six people breathing down his or her neck, and that doesn't sound like a good situation. That was my first question. What's your second question? My second question is, why does the lady want to join Heineken? Google is a perfectly respectable company. Did you bring her on board to contribute knowledge from Google? Why are you reeling her in?

It can't just be for the money. Well, I assume those were your questions. Well, you should have been on your toes at the first question, Then you would also know that Mrs. Minnick will be leaving our supervisory board today. That's one. Mrs.

Hans Wijers
Chairman of the Supervisory Board, Heineken

In terms of why you think you could be very relevant with your experience to our company, particularly around-

Yonca Brunini
Member of the Supervisory Board, Heineken

Thank you.

Hans Wijers
Chairman of the Supervisory Board, Heineken

-with your Google experience.

Yonca Brunini
Member of the Supervisory Board, Heineken

Thank you for your interest. It was a big decision for me. To be honest, it's after a world of bytes and bits and software. I'm welcoming something I can hold. Really, my main reason is I met the members of the board, and I was very inspired by them, and I thought I could learn from them.

Hans Wijers
Chairman of the Supervisory Board, Heineken

Okay.

Yonca Brunini
Member of the Supervisory Board, Heineken

Thank you.

Hans Wijers
Chairman of the Supervisory Board, Heineken

Thank you very much.

Ladies and gentlemen, we will proceed to the vote. Wait a minute. We have another? Okay, you'll have to be very quick.

Speaker 15

Good afternoon. I'm Mrs. Desmet. She's an expert on marketing. In her portfolio will undoubtedly come, let's say, the issue of continuing sponsoring FIFA and other events. How is her approach to this corrupt organization in order to not do harm to the excellent name of Heineken? That's a very important advice role she's going to execute. Please.

Hans Wijers
Chairman of the Supervisory Board, Heineken

The question is basically relevant. We won't ask her. We will ask the executive board because that topic will come up. I propose that you ask this question under any other business. This has nothing to do with her appointment. The supervisory board supervises the executive board and collectively accounts for decisions about sponsoring, et cetera. I don't want to put her in a position where, prior to her appointment, she answers questions about that. Feel free to ask your question again, if you'd like, under any other business, what the company's position is with respect to sponsoring UEFA.

Speaker 15

I submit.

Hans Wijers
Chairman of the Supervisory Board, Heineken

Well, I only lead this meeting, to be honest. Okay. That's okay.

I would like to open the vote about the nomination after giving the final speaker the floor. My compliments to the selection committee. You have reeled in two excellent top women. I think it's wonderful that you have somebody with a background in Google and Unilever and somebody with a background in Mars. As for the family company, she's from the fourth generation. We all know that things often go wrong with the fourth generation. It's wonderful if the fourth generation enters Heineken so that we'll have centuries more to enjoy Heineken. Thank you for announcing your vote. Would the voting operator please activate the system? Please cast your vote. The vote is closed. This nomination has been approved with 99.68% of the votes. That takes me to the end of this meeting.

I'd like to mention that Mrs. Mary Minnick is stepping down as member of the supervisory board. In 2028, she was appointed to the supervisory board. Mary, also on behalf of the supervisory board and the executive board, I'd like to thank you for your huge contribution to the firm. In addition to serving on the supervisory board, you've invested a lot of time in the Remuneration Committee and another committee. We're deeply grateful to you, and I hope that the shareholders are also grateful for your wonderful contribution to this firm. Are there any shareholders that would like to speak about that topic? If not. My compliments to Mr. Van Boxmeer, because his department was the first to launch the most efficient outdoor cafe heating, which is now on the roof of the Heineken Experience, and there's another division on the Rembrandtplein.

That's at the Poppes Family of Escape and De Kroon by Rein, as well as nearby Schiller. That said, perhaps we can talk about how we can set that right. The present heating is 600%-2,500% more polluting. Thank you for listening. We'll carry on about that over drinks now that we're on that subject anyway, ladies and gentlemen. I'd like to close this meeting at 4:03 P.M. I'd like to ask all of you to leave the room so that in 10 minutes we can start the Heineken Holding meeting in the DeLaMar Lounge in 10 minutes. Not in this room. We mark off Mike. That's what I asked, you didn't ask that question, that's why I continued. Mr. Chairman, it's your mistake. You're interfering with the order of the meeting, Mr. Spanjers. You wanted to raise that question?

Pieter Spanjers
Shareholder, Heineken

I'd like the executive board to answer the question as to how we see UEFA given the recent publicity and the news about some figureheads. Mr. Van Boxmeer?

Hans Wijers
Chairman of the Supervisory Board, Heineken

Yes, indeed. You mentioned the FIFA. We sponsor the UEFA. We sponsor sport and the proceeds of the UEFA as an organization. That's not only from Heineken sponsoring and seven other sponsors. Plus, the largest source of UEFA's income comes from television broadcasting rights paid to this organization. UEFA distributes it to all these groups. That's an international European institute. We don't serve on the supervisory board of the UEFA. We have a sponsorship contract, and we have to compete with others every three years to extend that contract. In our opinion, the Heineken brand nicely matches that sport. We've been doing it successfully for 20 years with UEFA.

The sponsoring contracts are negotiated on behalf of UEFA by an independent firm. I just wanted to add that. Otherwise, we have very little input in how the UEFA or the FIFA operates. Reading what I see in the press and given the course of events, I think that there will be responses to and actions taken regarding what went down. That's all I can say about it. That's what you're really asking about, that's not cause for us to terminate our sponsorship contracts because you need to bear in mind that all of those clubs depend on the proceeds of TV and sponsorship. I understand that, it's been greatly discredited, and that's being associated with a sponsor. Some sponsors withdrew individually. I'm not sure whether you're considering doing that as well.

That clean, pure Heineken, does that relate to what's happening in that branch of industry? There was a competition this afternoon, Heineken could send a clear message that they'll be willing to continue sponsoring if the conditions change, for example, stating some parameters in advance. We could debate this until the cows come home, the answer is no. We see that this sport, these old organizations, take a hit now and then, we see that they improve. Once again, after 20 years, please keep in mind that one company making that kind of statement, expecting all of that to change. This is a very personal consideration. We can agree to disagree, we don't think that we should send such a message. Okay. Your answer is crystal clear. Perfect. These were clear answers.

For the second time, I'm going to close this meeting at 8 minutes past 4:00. Those of you who will be attending the holding meeting, please leave the room at that end, hostesses will escort you to the dinner lounge. Shareholders of Heineken N.V. can hand in their voting boxes and their chip cards, shareholders of Heineken Holding N.V. can take the voting boxes and chip cards along to the dinner lounge. Thank you for attending, I'd also like to thank the listeners to the audio webcast. The Heineken Holding N.V. meeting will be audio webcast as well. Thank you very much for listening.

Speaker 14

[Foreign language] De vennootschap heeft aan de aandeelhouders de mogelijkheid geboden om via internet een steminstructie te geven en van die mogelijkheid is gebruik gemaakt. De notaris heeft mij meegedeeld dat in deze vergadering aanwezig zijn 62 aandeelhouders, dat 790 aandeelhouders zijn vertegenwoordigd en dat via internet 788 aandeelhouders hebben gestemd. Derhalve zijn er in totaal 852 aandeelhouders vertegenwoordigd. Die vertegenwoordigen 253.424.135 aandelen en hebben het recht op het uitbrengen van eventuele stemmen. Dat betekent dat 87,99% van het geplaatste kapitaal is vertegenwoordigd. De vandaag genomen besluiten en de stemuitslagen worden binnen enkele dagen op de Heineken website geplaatst. De aandeelhouders kunnen het verslag van de vergadering opvragen bij de vennootschap. Het verslag zal binnen 3 maanden beschikbaar zijn en ook op de website worden geplaatst. Deze vergadering wordt bijgewoond door notaris Meppelink van Loyens & Loeff NV, die toezicht zal houden op het stemverloop. Vorig jaar is gebleken dat dat ook nodig is.

[Foreign language] De vergadering wordt ook bijgewoond door de accountants van de vennootschap, de heren Dalhuijsen, Van den Berg van Deloitte Accountants B.V. Voorts zijn vertegenwoordigers van de pers aanwezig. Ook al deze aanwezige niet-aandeelhouders heet ik hartelijk welkom. Ik verzoek eenieder die in de vergadering het woord wil voeren gebruik te maken van de daarvoor opgestelde microfoons. Ik verzoek iemand die het woord wil voeren zijn naam te noemen en als hij namens iemand anders spreekt, aan te geven namens wie hij spreekt. Ik behoud mij het recht voor de spreektijd te bekorten als dat nodig blijkt te zijn. Maken we in deze vergadering gebruik van de stemkastjes. Tegen de tijd dat we toe zijn aan de eerste stemming, gaan we weer uitleggen hoe dat werkt.

Hans Wijers
Chairman of the Supervisory Board, Heineken

[Foreign language] Item één van de agenda: het verslag van de raad van commissarissen over het boekjaar 2015. [Foreign language] Zoals altijd besteden we bij deze bijeenkomst eerst enkele woorden aan de ontwikkeling van het aandeel Heineken Holding in vergelijking met het aandeel Heineken N.V., de korting. [Foreign language] De korting is te zien in de grafiek die is opgenomen in het verslag van de raad van commissarissen op page 10. [Foreign language] De korting tijdens het jaar en de review schommelde tussen 9%-13%. [Foreign language] Aan het einde van het jaar, 31 december, bedroeg deze 10% en gisteren bedroeg de korting 12%. [Foreign language] In historisch perspectief zijn dit normale waarden. [Foreign language] We zien altijd een kleine stijging wanneer de aandelenkoers stijgt. [Foreign language] De korting neemt dus toe en de aandelenkoers is gestegen. [Foreign language] Uit de eerder genoemde grafiek kunnen we zien dat de aandelenkoers van Heineken Holding N.V. in 2015 is gestegen met 36.73%, van EUR 52 naar EUR 71.

[Foreign language] Vandaag zien we dat weer. [Foreign language] Ik ga nu door naar de bespreking van het jaarverslag van de raad van commissarissen voor 2015. [Foreign language] Ik geef jullie de vloer als jullie daar iets over willen zeggen. [Foreign language] Ik stel vast dat niemand het nodig vindt om iets te zeggen. [Foreign language] meneer Freika. [Foreign language] Zoals vorig jaar. [Foreign language] Ik weet niet of de microfoon het doet. [Foreign language] Ja. [Foreign language] Ik ben erg tevreden met de manier waarop de Holding omgaat met Heineken N.V.. [Foreign language] We hebben vastgesteld dat Heineken nog steeds onafhankelijk is. [Foreign language] Ik ben gek op familiebedrijven. [Foreign language] Ze sterven uit, maar ik hoop echt dat deze traditie wordt voortgezet. [Foreign language] Want ik denk dat je aan het DNA van dit bedrijf kunt zien dat alles goed georganiseerd is, veel beter dan in andere beursgenoteerde bedrijven. [Foreign language] Je ziet dat er veel meer sprake is van een langetermijnstrategie en dat waarderen mensen. [Foreign language] Hartelijk dank. [Foreign language] Dank u, voorzitter.

[Foreign language] Dank u voor uw positieve en vriendelijke woorden. [Foreign language] Ik stel vast dat het verslag is ontvangen en we kunnen verder gaan met item twee van de agenda: de uitvoering van het beloningsbeleid van de leden van de raad van commissarissen over het jaar 2015. [Foreign language] In 2005 heeft de aandeelhoudersvergadering haar goedkeuring gegeven aan het beleid betreffende de beloning van de leden van de raad van commissarissen. [Foreign language] Dit houdt in dat de beloning van de raad van commissarissen gelijk is aan de beloning van de toezichthoudende raadsleden van Heineken N.V.. [Foreign language] In 2015 komt dit neer op het feit dat de beloning van de voorzitter EUR 90,000 bedraagt en dat de beloning van de leden van de raad EUR 60,000 bedraagt. [Foreign language] Dat is het beleid en het beleid is uitgevoerd in 2015. In footnote 35 of the consolidated financial statements, that these are the amounts that in fact were paid out.

According to legal provisions, this agenda item needs to be discussed. It's an information item, it's not a voting item. Now I'd like to give you the opportunity to discuss the subject. Who would like to take the floor regarding the implementation of remuneration policy for members of the board of directors in 2015? Nobody. I understand that because policy is crystal clear and so is its implementation. I now propose, or I confirm that there's no discussion and we duly take note of this implementation. Item three, adoption of financial statements 2015. Drafted and published on page 20, the annual report. The financial statements have been audited by Deloitte Accountants, you'll find the auditor's opinion on page 104 and further the annual report. I shall ask you again, who would like to take the floor on the financial statements? Nobody.

I understand that because the financial statements are crystal clear and very straightforward. I propose that we proceed to the vote. We are going to do this with the handsets. I request the operator to activate the system. I myself cannot see whether the system has been activated, but if anybody can see that, please tell me. It's activated. It's been activated. Please insert the card with the golden chip facing upwards. Insert it in the handset. You will see that your name appears on the display, and then you have several options for your vote. Is it working for everybody? Is that okay? If you wish to vote in favor, please press button 1. If you wish to vote against, press 2, and should you wish to abstain from voting, please press 3.

Speaker 14

I now declare that the vote on the financial statements is open, and I would request you to press the button of your choice.

The stemming is ended.

Hans Wijers
Chairman of the Supervisory Board, Heineken

The vote is closed. I confirm that the proposal to adopt the financial statements has been carried with 99.96% of the votes cast in favor. The proposal has been adopted. Item 4 of the agenda, which is an announcement concerning the appropriation of the balance of the income statement pursuant to the provisions of Section 6 of the Articles of Association. We can infer from this provision that the dividend received by Heineken Holding will be passed on to the shareholders of Heineken Holding. That is established in the Articles of Association. The final dividend of EUR 0.86 per share shall be made payable as per May 4th, 2016, at ABN AMRO Bank in Amsterdam, and as per 25 April 2016, the shares will be listed ex-dividend at Euronext Amsterdam.

That takes us to item five of the agenda, which is discharge the members of the board of directors. Who would like to address this item of the agenda? I'd like to give the floor to whoever would like to take the floor on this matter. Nobody. We can proceed to the vote regarding the discharge of liability. I would request you to cast your vote by pressing the button of your choice. I see it says that the vote is open. You can press the button.

Speaker 14

This is it.

Hans Wijers
Chairman of the Supervisory Board, Heineken

Apparently, there's a problem with our handset. Can anyone solve this problem, this technical problem? Apparently some of the handsets don't work. I confirm that the handsets don't work. Now it's over to plan B, which means that we will be voting as we always did by show of hands. That's the way we always voted. Those of you who wish to vote against can raise your hands now. We will include that in the minutes. We're dealing with the discharge of members of the board of directors. The proposal is accepted by a show of hands and acclamation. I confirm that the proposal has been adopted. Now the three authorizations that we request every year from you under Item 6A, 6B, 6C. Has the problem with the handsets been solved?

Speaker 14

Apparently, it has been solved.

Nee. Ik stel voor dat wij-

Hans Wijers
Chairman of the Supervisory Board, Heineken

I suggest that we discontinue any efforts to vote by handset and that we just continue by voting by acclamation. We're dealing with the authorization of the board of directors to acquire its own shares. The conditions have been stipulated in the explanatory notes to the agenda. Would anybody like to take the floor on Item 6A? That not being the case, we can proceed to the vote, and I propose that we adopt the proposal by acclamation. I can confirm as much, and we can proceed to 6B of the agenda, which is authorization the board of directors to issue rights to shares. The conditions are stipulated in the explanatory notes to the agenda. Who would like to take the floor? Nobody. I propose that we proceed to the vote by acclamation. I propose that we adopt the proposal by acclamation.

I confirm that the proposal has been carried. Item 6C of the agenda, which is the authorization of the board of directors to restrict or exclude shareholders' preemptive rights.