63 implemented for senior management in 2006. Each year a number of performance shares are conditionally awarded, the vesting of which is subject to meeting a stretching performance target after three years. The value of the performance shares at target level for 2007 for the CEO is €750,000 and for the CFO €412,500. 7 ie performance condition is total shareholder r turn, measured over a three-year period, relative to a performance peer group. The performance peer group is different from the I bour market peer group and includes companies w ith which Heineken competes for shareholder preference. It is composed of other brewers, but also includes European companies operating i the branded consumer products market. ie performance peer group consists of the f llowing companies: nheuser-Busch Inc., irlsberg A/S, I iBevS.A., t \BMiller pic, ottish Newcastle pic, f enkel KGaA, I Oréal S.A., L 'MH S.A., oninklijke Numico N.V.*, I estléS.A., I lilever N.V. ollowing its take-over, Koninklijke Numico N.V. has been eplaced in the performance peer group by Diageo Pic. This eplacement shall have effect as of the plan period 2005- 2007. over a three-year period, Heineken performs ïtter than the median of the peer group proportion of the performance shares will vest, flow median, no performance shares will vest, sixth position, 25 per cent of the target amount ill vest. A linear vesting schedule applies, with 7 per cent of the target number vesting at fifth Tsition and 75 per cent at fourth position. At third osition, the target number will vest. If Heineken is inked first, the maximum number of performance shares will vest. This is 1.5 times the target amount of shares. The vested shares are subject to a holding restriction of two years. For the LTIP performance period, Heineken was ranked at the end of 2007 as follows: Period 2007-2009: 5th Period 2006-2008: 3rd Period 2005-2007: 3rd Heineken is acquiring the shares that will be required for vesting. The Executive Board performance share allocation at target level is as follows: For the year starting 1 January 2005, based on the share price of €24.53 at 31 December 2004, 17,224 performance shares for the CEO and 13,250 performance shares for the CFO. On the basis of the fulfilment of the performance condition (total shareholder return ranking for the LTIP performance period 2005-2007 at third position), the performance shares will vest within 5 business days after the publication of the 2007 annual results as determined by the Supervisory Board in such a way that Mr Van Boxmeer is entitled to a gross amount (pro rated to the time of appointment as CEO) of 14,244 (100 per cent of target) Heineken N.V. shares and Mr Hooft Graafland is entitled to a gross amount of 13,250 (100 per cent of target) Heineken N.V. shares. As Heineken N.V. will fulfill the tax payment obligations related to vesting, the amount of Heineken N.V. shares to be received by the CEO and CFO will be a net amount in shares. For the year starting 1 January 2006, based on the share price of €26.78 at 31 December 2005, 15,777 performance shares for the CEO and 12,136 performance shares for the CFO. These will vest, subject to the fulfilment of the performance condition, in 2009. Heineken N.V. Annual Report 2007

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2007 | | pagina 61