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
