Remuneration Report The Executive Board's remuneration policy reflects our longstanding remuneration principles of supporting the business strategy, paying for performance, and paying competitively and fairly. The remuneration policy and underlying principles continue to support our business growth in the widely diverse markets in which we operate. In 2012 the Remuneration Committee has reviewed the remuneration policy versus its implementation, and its outcome versus performance. As a result, the Supervisory Board has decided, subject to approval by the 2013 Annual General Meeting of Shareholders, to reward the members of the Executive Board with an extraordinary share award for their excellent performance in the successful acquisition of Asia Pacific Breweries Limited this year. This acquisition truly signified a landmark achievement since it complemented a process of significantly growing HEINEKEN's footprint in all regions of the world, none excluded, thus consolidating a very solid position in its home markets while simultaneously becoming an even stronger player with high exposure in growth markets. Secondly, the Supervisory Board has decided to realign the CEO's base salary with peer group median level. Finally, to foster the intended re-appointment of the CEO and to ensure the CEO is retained for HEINEKEN for a number of years ahead, the Supervisory Board has also decided, subject to approval by the 2013 Annual General Meeting of Shareholders, to grant a retention share award to him. Introduction The Remuneration Report includes three sections: Part I - Describes the current Executive Board's remuneration policy, as adopted by the Annual General Meeting of Shareholders in 2005 and subsequently adjusted in 2007,2010 and 2011 Part II - Provides details of the Executive Board's actual remuneration for 2012 Part III - Outlines proposals for approval to the 2013 Annual General Meeting of Shareholders to reward the members of the Executive Board with an extraordinary share award and to grant a retention share award to the CEO. Part I - Executive Board remuneration policy Remuneration principles The Executive Board's remuneration policy is designed to meet four key principles: Support the business strategy- We align our remuneration policy with business strategies focused on creating long-term growth and shareholder value, while maintaining a tight focus on short-term financial results; Pay for performance - We set clear and measurable targets for our short-term variable pay and long-term variable award policies, and we pay higher remuneration when targets are exceeded and lower remuneration when targets are not met; Pay competitively- We set target remuneration to be competitive with other relevant multinational corporations of similar size 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. 60 Heineken N.V. Annual Report 2012

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Jaarverslagen | 2012 | | pagina 62