The Supervisory Board may, at its sole discretion adjust the amount of shares that would have vested under the plan rules
based on the above described vesting schedule downwards or upwards if the vesting of shares based on plan rules would
produce an unfair result due to extraordinary circumstances. The Supervisory Board can also recover from the Executive
Board any shares which vested on the basis of incorrect financial or other data (clawback provision).
The vested performance shares that remain after withholding income tax are subject to an additional holding restriction
of two years.
The members of the Executive Board can either participate in a Defined Contribution Plan or in a Capital Creation Plan.
In the Capital Creation Plan the Executive Board member elects to receive as income the Defined Contribution premium
amounts from the pension scheme, less an amount equivalent to the employee contribution. Both the CEO and the CFO
participate in the Capital Creation Plan.
As from 2012 the Executive Board pension plan and the Capital Creation plan have been fully aligned with the corresponding
plans for the Top Executives under Dutch employment contract below the Executive Board. The implications going forward
are that the employer pension expense is reduced by a good 10 per cent (for a given level of performance).
Part II - 2011 Remuneration overview
The following table gives details of the remuneration received by each member of the Executive Board for 2011
Base salary in EUR
pcy in EUR
Long-term variable award2
No. of performance shares vested in
shares vested EUR
Pension Cost in EUR
1 The short-term variable pay relates to the performance year 2011 and becomes payable in 2012. Both CEO and CFO have chosen to invest 50 per cent of this value in Heineken N.V. shares
(investment shares). Matching entitlements on these investment shares are not included in the figures.
2The long-term variable award relates to the performance period 2009-2011
Realisation 2011 short-term variable pay
The STV awards for 2011 were subject to four performance measures: Organic Net Profit beia Growth (20 per cent),
Free Operating Cash Flow (20 percent), Organic Gross Profit beia Growth (35 percent) and individual leadership targets
(25 per cent). The Supervisory Board determined the results against the pre-set targets on these measures as follows:
Organic Net Profit beia Growth - above target performance
Free Operating Cash Flow - above target performance
Organic Gross Profit beia Growth - between threshold and target performance
Individual leadership targets - above target performance
The resulting total STV payment over 2011 will be equal to 120 per cent of payout at target level for both the CEO
and the CFO.
The Supervisory Board conducted a scenario analysis with respect to possible outcomes of the STV awards for 2011
Heineken N.V. Annual Report 2011