Hello, ladies and gentlemen. I hereby open the annual general meeting of shareholders of Heineken Holding N.V., and a warm welcome to you all. As you know, my name is Jean-Marc Huët. I am Chairman of the Management Board, and in that capacity I am Chair of this meeting. Before we proceed to the agenda, I first have a few announcements and formalities to go over. I would ask you to switch off the sound of your mobile phones and to keep it on silent mode throughout the meeting. During the meeting, it is not allowed to take photos or to make video recordings in order to respect the privacy of your fellow attendees. We are providing simultaneous Dutch into English interpretation. You may use the headphones provided, and that is on channel two.
Questions asked in English will be answered in Dutch, with simultaneous translation, and those with a hearing impairment may also use the headphones on channel one. This meeting can be followed live as well via video webcast, and I would like to thank viewers for their interest. The meeting is being attended by Notary van Acht of Loyens & Loeff, who is supervising the voting process. The meeting is also attended by Messrs. Van Delden and Priem of KPMG Accountants, who have audited the financial statements for the financial year 2025. I confirm that all formalities for convening this meeting have been observed. This means that valid resolutions may be passed on all the subjects announced, and the voting results will be available on the website within a few days.
The minutes of the meeting will be posted on the website within three months, and shareholders have been able to submit questions prior to this meeting, but no one has used this opportunity. I would ask anyone wishing to speak during this meeting to use the microphones in the room and to state their name as soon as I have given them the floor. If a speaker is representing someone else, I would ask them to state whom they are representing, and I reserve the right to limit the speaking time of a speaker if the progress of the meeting requires it. During this annual general meeting of shareholders, you may vote using your own telephone or a set that you've been loaned.
Unlike at the previous meeting, a vote will now be taken on each agenda item, at each item, and you can see how voting works on your voting card. Please ensure you use the login details as listed on your Heineken Holding voting card. If you are having any issues, please raise your hand, then assistance will be provided. I will now hand over to Notary van Acht to announce the number of attendees and the number of votes to be cast.
Yes, thank you, Chair. The attendance list shows that 35 shareholders are present or represented here. Via the internet, 3,500 shareholders have voted, so 3,535 shareholders of together 251,627,414 shares, entitled to submit as many votes, being 90.79% of the issued capital.
Thank you very much. I will move on to item one on the agenda, the management report for the financial year 2025, and I hereby present the management report for the financial year 2025. It is customary at this meeting to say a few words about the trend in the lower share price of Heineken Holding N.V. compared with the trend in the higher share price of Heineken N.V. The trend in this so-called discount is shown in the graph included in the report of the management board. Over the reporting year, the discount fluctuated between 10.1%-16% and stood at just under 10.5% on the December 31st. Recently, the discount has been below the long-term average. Last week, it stood at around 7%, the discount. We now turn to the discussion of the management report for the financial year 2025. Who would like to speak on this subject?
I'm seeing some movement from Mr. Vreeken. Yes, it's very nice if there's at least one shareholder who asks a few questions.
What I really liked was that article last year, which was about Alexander de Carvalho when he joined the Heineken Holding, and that was a nice and balanced story. What I think is important in life is to be good and tell it. The Heineken family, or, well, the Carvalho family, has a wonderful story, and it'd be very nice to tell it more widely. What I also like is that the Heineken family is doing a lot in Brazil and Indonesia, and I really appreciate that. I just mentioned Suriname already. Mr. de Carvalho is from Brazil, so that is why there is that good connection with Brazil and sponsoring there of important environmental things.
The Amazon runs up to Suriname, and you might consider including that. It's also good if the family maybe promotes that a bit more, goes a bit more public with that. Communicate clearly what you're doing for the world, because it is beautiful. It is great what they're doing, but hardly anyone knows about it. That is something for you to consider. Also, maybe consider becoming the principal sponsor of the World Wildlife Fund. You could think specifically of Brazil there, Indonesia, and Suriname. Just for your consideration.
Yes. Thank you very much. Thank you for those comments. Thank you for your suggestions. Are there any other questions? Because that wasn't really a question, but is there a question?
If not, then I find that the management report has been adopted for the record, and I close this agenda item and move on to agenda item two. I will raise the subject of the adoption of the revised Dutch Corporate Governance Code of March 20th, 2025, and how Heineken Holding N.V. endorsed the principles of the code. The structure of the Heineken Group, and particularly the relationship between Heineken Holding N.V. and Heineken N.V., is the reason why Heineken Holding N.V. does not apply a number of the best practice provisions. However, these provisions are largely applied by Heineken N.V. Pages 10-20 of the annual report provide a detailed overview of how Heineken Holding N.V. applies the revised Dutch Corporate Governance Code. Any questions on this? If not, then I will close this agenda item and we'll move on to agenda item three.
That is the remuneration report for the financial year 2025. The law stipulates that the remuneration report must be put to an advisory vote. Who would like to speak with regards to the remuneration report? Any questions? If not, then I propose that you cast an advisory vote on the remuneration report drawn up by the management board for the 2025 financial year. Now we'll put that to the vote. I hereby declare the advisory vote on the remuneration report open. I ask you to cast your votes now. Now we have to wait about 15 seconds. I think the vote is now closed. With a lovely sound effect. Then let's look at the results. I note that 99.11% of the votes are in favor. I close this agenda item and move on to agenda item four.
That is the annual accounts for the financial year 2025. The annual accounts prepared by the management board have been audited by KPMG Accountants. Their unqualified audit opinion is set out on page 113 and following of the annual report. Who would like to say something about the financial statements? Any questions? If not, then I propose we resolve to adopt the annual accounts prepared by the management board for the financial year 2025. That vote is now open, and I would ask you to cast your vote now.
The stemming-
Vote is now closed. I conclude that the proposal to adopt the financial statement for the financial year 2025 has been adopted with a percentage of 99.88%. I close this item and move on to item five on the agenda. I'm making an announcement regarding the allocation of the balance of the profit and loss account. This allocation is in accordance with the company's articles of association. The dividend received from Heineken N.V. will be passed on in full to the shareholder of Heineken Holding N.V. The dividend for the 2026 financial year amount EUR 1.90 per ordinary share, and with a nominal value of EUR 1.60. Of this amount, EUR 0.74 per share was already made payable as an interim dividend on August 7th. The final dividend of EUR 1.16 will be payable from the 5th of May 2026 onwards at ABN AMRO Bank in Amsterdam.
I will now close this item and move on to item six. Six. I put forward the proposal for a distribution from the company's free reserves. In February 2025, Heineken Holding N.V. and Heineken N.V. commenced a two-year share buyback program, in which Heineken Holding N.V. participates pro rata in Heineken N.V.'s programs. The first tranche of approximately EUR 375 million was completed on January 21st 2026, with a total of 5,286,582 shares repurchased under the share buyback program for a total value of EUR 329,217.67. The remaining proceeds after the buyback of own shares and the sale of Heineken N.V. shares to Heineken N.V. amount to EUR 46 million.
The management board proposes to distribute the available amount from the company's free reserves. This amounts to approximately EUR 0.16 per outstanding share, payable on May 5th, 2026. Who wishes to speak on this proposal? If not, I propose that you resolve to make the aforementioned distribution from the company's free reserves. The voting is now open. Now I'd ask you to cast your vote by pressing the button of your choice. Voting is closed. Let's wait for a bit. I conclude, wow, that the proposal for distribution to be charged to the company's free reserve has been adopted unanimously. You've seen it. Let's go to item seven. Seven.
I propose the meeting to grant discharge to the members of the Board of Management for their management during the financial year 2025, insofar as such management is apparent from the annual accounts or has otherwise been disclosed to the general meeting of shareholders prior to the adoption of the annual account. Who wishes to speak on this proposal? If not, I would now like to take the vote and decide to discharge. Vote is open. I'd like you to cast your vote now. Voting is now closed. The vote is closed. Let's wait. I conclude that the proposal to discharge has been adopted with 99.62%. I close this item. Let's move to 8A on the agenda. 8A.
On the 12th of February 2026, Heineken Holding N.V. and Heineken N.V. commenced the second tranche of the two-year share buyback program, in which Heineken Holding N.V. participates pro rata in Heineken N.V.'s program. The buyback by Heineken Holding N.V. takes place on the basis of the existing authorization and the authorization being submitted for approval today. I put to the meeting the proposal to authorize the board of management to buy back own shares, subject to the conditions set out in the explanatory notes to the agenda. This authorization has also been granted in previous years. Who would like to speak on this proposal? Nobody? Then I propose that you resolve to grant the aforementioned authorization to the management board to buy back own shares. You can now vote. I would like you to cast your vote now. Voting is now closed.
I note that the proposal to authorize the management board to buy back own shares has been adopted by 99.99%, and therefore adopted. I close this item and we move to 8B. 8B then. I put to the meeting the proposal to authorize the management board to issue shares or rights thereto, subject to the conditions set out in the explanatory notes to the agenda. This authorization was also granted in previous years. Who wishes to speak on this proposal? If not, then I propose that you resolve to grant the aforementioned authorization to the management board to issue shares or rights thereto. The vote is now open. Vote is closed. Let's see. I conclude that the proposal to authorize the management board to issue shares or rights thereto has been adopted with 99.96% of the votes.
Let's close this item and let's move to 8C. I propose to the meeting to authorize the management board to restrict or exclude shareholders' preemptive rights in connection with the issue of shares, subject to the conditions set out in the explanatory notes to the agenda. This authorization has also been granted in previous years. Any questions? I propose then that you resolve to grant the aforementioned authorization to the management board to restrict or exclude shareholders' preemptive rights. The vote is now open. Voting is closed. I conclude that the proposal to designate the management board and authorize them to restrict or exclude preemptive rights has been adopted with 96.84%.
Let's go to item 8. I propose that in accordance with Article 4 sub-9 of the Articles of Association, a resolution be passed to reduce the company's issued capital by canceling shares held or acquired by the company, subject to the conditions set out in the explanatory notes to the agenda. The cancellation may be carried out in one or more tranches, and the number of shares to be canceled shall be determined by the management board. This cancellation of shares is linked to the share buyback program announced by the company. The repurchased shares will be canceled. Who has questions? If not, I propose that you resolve to reduce the company's issued capital by canceling shares held or acquired by the company. The vote is now open. Please cast your vote. The vote is closed.
I conclude that the proposal to reduce the company's issued share capital by canceling shares has been adopted unanimously, 100%. I close this item and we move to nine. I put forward the proposal to amend remuneration policy for the management board. The current remuneration policy for the management board was adopted at the general meeting on the 25th of April, 2024. Under the current remuneration policy, the travel expenses of the members of the management board are not reimbursed. The management board proposes to amend the policy so that necessary travel expenses, including intercontinental travel, can be reimbursed. This brings the policy into line with the remuneration policy of the supervisory board of Heineken N.V. and market practice. If not, then I propose that we resolve to amend the remuneration policy for the management board. The vote is now open.
I would like to ask you to cast your vote now. Voting is closed. I conclude that the percentage with which this has been adopted is 98.62%. Let's go to 10-A. I put forward the proposal to reappoint Ms. Fentener van Vlissingen as a non-executive member of the management board with effect from today for a period of two years. It is proposed that Ms. Fentener van Vlissingen be reappointed in view of the excellent manner in which she fulfills her role as a member of the board. The reappointment of Ms. Fentener van Vlissingen contributes to the continuity and balanced composition of the board. Who wishes to speak? If not, then I propose that we resolve to approve the aforementioned reappointment of Ms. Fentener van Vlissingen. Mr. Vreeken.
A couple of years ago, I proposed that Heineken could consider taking over Lavazza or Illy. I think it's five years ago. Now, it's five years later. What is the trend? Beer volumes go down. The younger generations drink lots of coffee now. There's more money to be made with coffee rather than with beer. It's simply a trend. Maybe it is still a consideration to get to a strategic partnership, not a takeover, because these are all family-run businesses, with Illy or Lavazza, because there's a lot of economies of scale advantages, and you could easily combine that. I am very curious as to what Ms. Fentener van Vlissingen's opinion is about that. Because of her expertise.
Thank you, Mr. Vreeken, for that question. I have to disappoint you. My expertise is not in the field of coffee. I love drinking coffee. I love drinking a beer. Unfortunately, I cannot give any advice. Thank you.
I am going to assume that there are members within this board that do have a vision on that. Maybe I can answer a question. This is really a question for the NV, because this is the strategy of the corporate. This is a question you should have asked in the NV meeting. Hold on to this question for your next meeting. Yes, I'll take it with me to the next meeting. Thank you. The voting. Any other questions? No. If not, you can now cast your vote. The vote is closed, and I conclude that the proposal to reappoint Ms. Fentener van Vlissingen has been adopted with 99.3%. I congratulate Ms. Fentener van Vlissingen with her reappointment. Close this item. Let's go to 10B.
10B, I put forward the proposal to reappoint Ms. Brassey as non-executive member of the Management Board with effect from today for the maximum period of four years. It is proposed that Ms. Brassey to be reappointed in view of the excellent manner in which she fulfills her role as a member of the Board of Management. Any questions? If not, then I propose that we approve the aforementioned reappointment of Ms. Brassey. Vote is now open. I would like you to cast your vote now. Vote is closed. Here we go. I conclude that the proposal to reappoint Ms. Brassey has been adopted with a percentage of 74.65%. Congratulations, Ms. Brassey, with her reappointment. Let's move to 10C. Item of the proposal to appoint Mr. de Carvalho as non-executive member of the Board of Management for a maximum term of four years. Charles de Carvalho.
After graduating from Princeton University, Mr. Charles de Carvalho lived and worked in Asia. He held positions in e-commerce at Lazada Group and gained experience in the beer industry at SCHMATZ Beer Dining, a German beer restaurant chain. Mr. de Carvalho completed the MBA at the Wharton School of the University of Pennsylvania. He completed it graduating cum laude. Having worked at McKinsey & Company in Amsterdam and London, he is now in the process of setting up his own investment fund, Emmy Capital. The proposed appointment of Mr. Charles de Carvalho, the youngest son of Ms. de Carvalho-Heineken, is in keeping with the tradition of personal involvement of successive generations of the Heineken family in the company.
Any questions? If not, then I propose that we approve the aforementioned appointment of Mr. Charles de Carvalho. You may cast your vote. I ask you to cast your vote. Vote is closed.
I conclude that the appointment of Mr. Charles de Carvalho has been adopted with a percentage of 77.07%. I congratulate Mr. Charles de Carvalho on his appointment, close this item and let's go to 11A. 11A concerns the proposal to reappoint KPMG accountants as external auditor for financial reporting for a period of one year, covering the financial year 2027. KPMG was appointed at last year's annual general meeting of shareholders for a period of one year as well, covering the financial year 2026. In view of the positive start to the collaboration with KPMG and with a view to ensuring the continuity of the external audit, the Board of Management proposes to reappoint KPMG as external auditor for the financial reporting for the financial year 2027. Any questions? If not, I propose we resolve to approve the aforementioned reappointment. You can now vote. Cast your vote, please.
Vote is closed. I conclude that the proposal to reappoint KPMG has been adopted with 100% of the votes. Let's go to 11B. Many thanks. It is proposed to reappoint KPMG accountants as the external auditor for sustainability reporting for a period of one year in the financial year 2027. KPMG was appointed at the general meeting of 17th of April 2025 for the financial year 2026. Given the positive start to the collaboration with KPMG and pending the implementation of the Corporate Sustainability Reporting Directive into Dutch law, the Board of Management proposes to reappoint KPMG as external auditor for sustainability reporting and, in that capacity, to issue a limited assurance report on the company's sustainability reporting for the financial year 2027. Questions. If not, then let's take the vote. You can now cast your vote. Vote is closed. Wow.
I conclude that the proposal for the aforementioned appointment of KPMG has again been unanimously adopted. Closing. All items on the agenda have now been dealt with. I would like to thank you very much for attending and your contributions. Before we close the meeting, I would like to take a moment to acknowledge the fact that Mr. Jean-François van Boxmeer has decided to step down from his position as non-executive member of the Board of Management of Heineken Holding. We would like to thank Mr. van Boxmeer warmly for his many years of service, valuable contribution, and dedication to Heineken. We wish him every success and prosperity in the future. Thank you, Jean-François. I hereby close the meeting. I would like to ask you to return the mobile phones provided to you at the exit. Thank you, and let's have a drink.