Overview Report of the Executive Board Report of the Supervisory Board Financial statements Other information The resulting STV pay-out for 2012 is equal to 92.6 per cent of pay-out at target level for both CEO and CFO. The table below provides an overview of the investment shares that were awarded as part of STV pay-outs in the past, but that are blocked and awaiting 1:1 matching by the Company, provided the conditions thereto are met: of STV pay-out No. of investment Value of investment shares as of the award date End of blocking Value of investment shares as of 31.12.2012 50% t.b.d.1 680,610 31.12.2017 n.a. 2011 50% 23,272 882,009 31.12.2016 1,174,538 2010 50% 16.1252 653,125 31.12.2015 813,829 Hooft Graafland 2012 50% t.b.d.1 300,950 31.12.2017 n.a. 2011 50% 10,291 390,029 31.12.2016 519,387 2010 50% 8,2742 335,157 31.12.2015 417,589 1 The number of shares awarded in relation to the STV pay-out for 2011 and beyond is determined by dividing the part of the STV pay-out that is invested in shares by the closing share price of the date of publication of the financial statements for that year and subsequent rounding. For the STV pay-out for 2012 this date is 13 February 2013; for the STV pay-out for 2011 this date was 15 February 2012. 2 The number of shares awarded in relation to the STV pay-out for 2010 was determined by dividing the part of the STV pay-out that is invested in shares by the closing share price of 21 April 2011, the date on which the AGM approved the Executive Board remuneration policy 2011. Realisation 2010-2012 Long-term variable award After 2012 the conditional performance shares granted in 2010 are subject to vesting. The vesting of the LTV award for 2010-2012 is subject to Heineken N.V. performance on four financial measures with equal weights. The Supervisory Board determined the results against the pre-set targets on these measures as follows: Organic Gross Profit beia Growth - below threshold performance Organic EBIT beia Growth - below threshold performance Earnings Per Share (EPS) beia Growth - above target performance Free Operating Cash Flow - above target performance As a result, the vesting of the LTV grant for 2010-2012 will be equal to 68.75 per cent of the vesting at target level for both CEO and CFO. The table below provides an overview of outstanding LTV awards (awards made but not yet vested as of 31 December 2012): Grant date No. of shares conditionally granted at target level1 Value of shares conditionally granted as of the grant date in EUR Vesting date2 No. of shares vesting on the vesting date3 End of blocking Value of unvested shares as of 31.12.2012* in EUR Van Boxmeer 2012 44,031 1,668,775 02.2015 02.2017 2,222,245 2011 42,927 1,617,489 02.2014 02.2016 2,166,526 2010 35,692 1,323,102 02.2013 24,539 02.2015 1,238,483 Hooft Graafland 2012 22,715 860,899 02-2015 02.2017 1,146,426 2011 22,145 834,424 02.2014 02.2016 1,117,658 2010 19,537 724,237 02.2013 13,432 02.2015 677,913 1 Determined according to plan rules, using the closing share price of 31 December of the year preceding the grant. 2 Within five business days immediately following the publication of the financial statements, to occur after completion of the performance period. 3 The long-term variable award related to the performance period 2010-2012 is disclosed in gross terms (i.e. before deduction of withholding tax due). The value for the 2010 grant is based on the number of shares vesting on the vesting date, whereas for the 2011 and 2012 grants the values are based on the number of shares conditionally granted at target level. As per 31 December 2012 there are no vested LTV awards subject to the two year blocking period, as the conditional target grants made in 2008 and 2009 did not result in any shares being vested in 2011 and 2012 respectively. Heineken N.V. Annual Report 2012 65

Jaarverslagen en Personeelsbladen Heineken

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