Remuneration Report continued At the end of the performance period, the Supervisory Board reviews the Company's performance against the pre-set targets, and approves the LTV vesting based on the performance achieved. The performance on each of the measures is reported in qualitative terms in the Remuneration Report after the end of the performance period (cf. Part II). For each performance measure, a threshold, target and maximum performance level is set with the following performance share vesting schedule: Threshold performance - 50 per cent of performance shares vest Target performance -100 per cent of performance shares vest Maximum performance - 200 per cent of performance shares vest Vesting in-between these performance levels is on a straight-line basis. Below threshold performance vesting is zero, whereas beyond maximum performance it is capped to 200 per cent of vesting at target. The Supervisory Board may, at its sole discretion, adjust the number of shares, downwards or upwards, that would have vested under the aforementioned vesting schedule if this 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 income tax withholding are subject to an additional holding restriction of two years. Pensions The members of the Executive Board can either participate in a Defined Contribution Pension Plan or in a Capital Creation Plan. In the Capital Creation Plan the Executive Board member elects to receive as taxable income the contribution amounts from the Defined Contribution Pension Plan, less an amount equivalent to the employee contribution in that plan. Both CEO and CFO participate in the Capital Creation Plan. As from 2012 the Defined Contribution Pension Plan and the Capital Creation Plan for Executive Board members have been fully aligned with the corresponding plans for the Top Executives under Dutch employment contract below the Executive Board. Part II - The Executive Board's actual remuneration for 2012 The following table provides an overview of the Executive Board's actual remuneration for 2012. The Supervisory Board conducted a scenario analysis with respect to possible outcomes of the variable remuneration for 2012. Long-term variable award2 Base salary in EUR Short-term variable pay1 in EUR No. of performance shares vesting Value as of 31.12.12 of performance shares vesting in EUR Pension Cost Van Boxmeer 1,050,000 1,361,220 24,539 1,238,483 495,797 650,000 601,900 13,432 677,913 317,815 1 The short-term variable pay relates to the performance year 2012 and becomes payable in 2013. 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 numbers. 2 The long-term variable awards relate to the performance period 2010-2012 and vest within five business days after the publication of the financial statements on 13 February 2013; the awards are disclosed in gross terms (i.e. before deduction of withholding tax due). Realisation 2012 Short-term variable pay The STV pay for 2012 was subject to four performance measures: Organic Net Profit beia Growth (20 per cent), Free Operating Cash Flow (20 per cent), Organic Gross Profit beia Growth (35 per cent) 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 - below threshold performance Individual leadership targets - above target performance 64 Heineken N.V. Annual Report 2012

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2012 | | pagina 66