Remuneration Report continued
Part III - 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.
As a result of the Remuneration Committee's review of the Executive Board's remuneration policy versus its implementation, and its outcome versus
performance, the Supervisory Board has decided to submit the following proposals for approval to the 2013 Annual General Meeting of Shareholders.
The Supervisory Board conducted a scenario analysis with respect to possible outcomes of the variable remuneration for 2013.
Extraordinary share awards for the CEO and CFO
The acquisition of Asia Pacific Breweries Limited this year signified a landmark achievement; 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. To recognise the excellent achievements of the CEO and CFO in the successful acquisition of Asia
Pacific Breweries Limited, the Supervisory Board has decided to reward the CEO and CFO with an extraordinary share award to the value of their 2012 base
salary plus short-term variable pay opportunity at target level, amounting to EUR2.52 million for the CEO (gross) and EUR1.3 million for the CFO (gross).
The share awards will be granted after the close of the 2013 Annual General Meeting, subject to its approval, against the closing share price of that
day, and net of taxes (i.e. after deduction of withholding tax due on the full gross award). In accordance with best practice provision II.2.5 of the Dutch
Corporate Governance Code, the awarded Heineken N.V. shares will remain blocked fora period of five years, also in case of resignation during that period.
Clawback provisions will apply to these awards. HEINEKEN does not comply with best practice provision II.2.5 in the sense that these share awards are
not dependent on targets specified beforehand.
Retention share award to the CEO
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 decided to grant a retention share award to the CEO. This retention share award will be granted immediately after the close of the 2013 Annual
General Meeting, subject to its approval, to the value of EUR1.5 million (gross), against the closing share price of that day. After two years the share
award will vest and will be converted into Heineken N.V. shares, provided the CEO is still in service at that time. After vesting, a three year holding
restriction will apply to these shares also in case of resignation during that period, to align with shareholder interests, while complying with best practice
provision II.2.5 of the Dutch Corporate Governance Code at the same time. HEINEKEN does not comply with best practice provision II.2.5 in the sense
that this share award is not dependent on targets specified beforehand.
This retention share award will be forfeited in case of dismissal by the Company for an urgent reason within the meaning of the law ('dringende reden'),
or in case of dismissal for cause ('gegronde reden') whereby the cause for dismissal concerns unsatisfactory functioning of the CEO. In addition, clawback
provisions will apply to this award.
Supervisory Board Heineken N.V.
Amsterdam, 12 February 2013
Heineken N.V. Annual Report 2012