CEO and 13,250 for the other Executive Board members. These will vest, subject to the fulfilment of the performance condition, in 2008. for the year starting 1 January 2006, based on the share price at 31 December 2005 of €26.78, 15,777 shares for the CEO and 12,136 shares for the other Executive Board members, These will vest, subject to the fulfilment of the performance condition, in 2009. The performance condition is total shareholder r< urn, measured over a three-year period, n stive to a performance peer group. The p formance peer group is different from tl labour market peer group and includes c npanies with which Heineken competes for s ireholder preference. It is composed of other b wers, but also includes European companies 0 erating in the branded consumer products r rket. The performance peer group consists f a following companies: Anheuser-Busch, C Isberg, InBev, SABMiller, Scottish Newcastle, E ikel, L'Oréal, LVMH, Nestlé, Numico and 1 lever. 1 over a three-year period, Heineken performs fc ter than the median of the peer group a p portion of the performance shares will vest. T se vested shares are subject to a holding r triction of two years. Below median, no F formance shares will vest. At sixth position, 2 per cent of the target amount will vest. A I ar vesting schedule applies, with 50 per cent c he target number vesting at fifth position and per cent at fourth position. At third position, target number will vest. If Heineken is ranked 1 t, the maximum number of performance res will vest. This is 1.5 times the target ount of shares. At the end of 2006 for the formance period 2005-07 Heineken was ked 5th. For the performance period 2006-08 neken was ranked 2nd (at the end of 2005, for performance period 2005-07 Heineken was r ked eleventh). Heineken will acquire the shares that will be required for vesting. Contracts The contracts of the Executive Board are for an indefinite period of time. The general notice period is 6 months for the Company and 3 months for the members of the Executive Board. There is no specific scheme in the event of dismissal. As stated in the Comply or Explain Report (February 2005), on the basis of the Dutch Corporate Governance Code, provision 11.2.7 cannot be complied with as it violates the law. Shares held by the Executive Board As at 31 December 2006, the members of the Executive Board did not hold directly any of the Company's shares, convertible bonds or option rights. One of the Executive Board members held 3,052 shares of Heineken Holding N.V. as per 31 December 2006. Agreements with former Executive Board member(s) An arrangement was made with Mr. Bolland, who left the company as per 1 August 2006. Mr. Bolland was compensated with an amount of €2,550,000, reflecting his 20 years of service within the company. Furthermore, his salary, including his short-term bonus (set at target level) for 2006 was fixed at €850,000 gross (with a pro rated payment over 1 January-1 August 2006). The vesting of the performance shares awarded to him in 2005 and in 2006 will be pro-rated over the period in service during the relative performance period. The vesting awarded to him will occur in 2008 and 2009 respectively, according to the fulfilment of the performance condition. In the annual report over the financial year 2005 a description was given of the agreements with Messrs. Ruys and Büche. At the end of 2006 their long-term bonuses were calculated. The amounts of the bonuses are stated on page 112. Heineken N.V. gQ Annual Report 2006 DO

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2006 | | pagina 66