Profile

1.

 

The Supervisory Board shall consist of at least three members and no more than ten members.

2.

 

To ensure proper performance of the tasks of the Supervisory Board, the availability of certain expertise and experience – spread among various members – will be aimed for, such as:

 

(a)

international financial-economic knowledge and experience (gained in the fields of financial and business administration and accounting at listed companies or other major legal entities);

 

(b)

national and international corporate experience;

 

(c)

societal expertise and experience;

 

(d)

marketing-related expertise;

 

(e)

experience gained at managerial levels in the field of relations between businesses and the various governmental authorities;

 

(f)

knowledge and experience with internationally operating companies selling consumer products with a high turnover rate or fields that are comparable with those in which Heineken N.V. is active as a group, particularly with the international developments in respect of markets, products and technology and the specific medium- and long-term risks of such a company;

 

 

Obviously, it is possible for a number of the above types of expertise and experience to be combined in one or more Supervisory Board members. It follows that the number of desired types of expertise need not be equal to the desired number of the Supervisory Board members.

3.

 

Every Supervisory Board member to be appointed or reappointed shall possess the following qualities:

 

(a)

social experience and with such understanding of business life, both national and international, that he or she can practically function on the Supervisory Board;

 

(b)

capability, also in terms of available time, to timely and adequately check and stimulate the Executive Board’s policy as well as the general course of affairs at the company, and to assist the Executive Board with advice in the preparation and implementation of the policy;

 

(c)

capability to operate critically and independently from the other Supervisory Board and Executive Board members so as take measures and to take on the management of the company in the Executive Board’s absence.

4.

 

The aim is to ensure that a few Supervisory Board members are actively employed in their primary functions.

5.

 

A few Supervisory Board members shall also possess such qualities as to enable them to preside over the Supervisory Board and to chair the General Meeting of Shareholders.

6.

 

The Supervisory board shall be so composed as to ensure a good mutual relationship of trust, allowing the Supervisory Board to act as a team.

7.

 

For each nomination for appointment or reappointment, the Supervisory board shall adhere to this profile, to the Regulations of the Supervisory Board and will also take into account the provisions as stated in the Dutch Corporate Governance Code.

8.

 

This profile replaces the profile, which was approved in the Supervisory Board meeting dated 12 March 1998.