Remuneration Report Heineken's Executive Board remuneration policy reflects our long-standing remuneration principles of supporting the business strategy, laying for performance and paying competitively nd fairly. These core principles remain nchanged as we address the challenges of the conomy and our increased global footprint, Fter having acquired the beer business of EMSA. As announced during the 2010 Annual eneral Meeting of Shareholders, the amuneration Committee reviewed the policy uring 2010 to ensure competitiveness in a lore relevant labour market peer group, acommended adjustments to the policy by the upervisory Board will be submitted to the 2011 nnual General Meeting of Shareholders to ïinforce the aforementioned core principles. 53 roduction ie Remuneration Report includes three sections: Part I - Describes the current Heineken Executive Board remuneration policy, which was adopted by the Annual General Meeting of Shareholders in 2005 and subsequently adjusted in 2007 and 2010 Part II - Provides details of the remuneration received by the Executive Board in 2010 Part III - Outlines the adjustments to the current policy to be submitted to the 2011 Annual General Meeting of Shareholders. Part I - Executive Board remuneration policy Remuneration principles Heineken's Executive Board remuneration policy is designed to meet four key objectives: Support the business strategy - We align our remuneration programmes with business strategies focused on creating long-term growth and shareholder value, whilst maintaining a tight focus on short-term financial results. Pay for performance - We set clear and measurable goals for our short- and long-term incentives and pay higher compensation when goals are exceeded and lower compensation when goals are not met. Pay competitively - We set target remuneration to be competitive with other multinational corporations of similar size, value and complexity, and Pay fairly - We set target remuneration to be internally consistent and fair. We regularly review internal pay relativities between the Executive Board and senior managers and aim to achieve consistency and alignment where possible. Summary overview of remuneration elements The Executive Board remuneration policy is simple and transparent in design and consists of the following key elements: Base salary Base salaries are determined by reference to the relevant peer group of companies and are targeted to be at the median level of the peer group. Every year base salary levels are reviewed and the Remuneration Committee proposes appropriate adjustments to the Supervisory Board for approval taking into account external peer group data and internal pay relativities. muneration element Description ase salary iort-term incentive tng-term incentive tnsion Fixed cash compensation based on level of responsibility Target level set at the median of the labour market peer group. Variable cash payment based on achievement of annual objectives 75 per cent of incentive opportunity is based on financial and operational measures, 25 per cent on individual leadership targets. Variable long-term remuneration element paid in Heineken N.V. shares Vesting of shares is based on meeting three- year Heineken N.V. performance objectives Five-year holding restriction after the date of the award (equals approximately two years after vesting). Defined contribution plan or Capital Creation plan. Attraction Reward for performance of day-to-day activities. Drive and reward annual Heineken performance. Drive and reward sound business decisions for the long-term health of Heineken Align Executive Board and shareholder interests Executive retention. Provide for employee welfare and retirement needs. ■ineken N.V. Annual Report 2010

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