Report of the Report of the Contents Overview Executive Board Supervisory Board Financial statements Other information Executive Board The remuneration of the members of the Executive Board comprises a fixed component and a variable component. The variable component is made up of a Short-Term Variable pay and a Long-Term Variable award. The Short-Term Variable pay is based on financial and operational measures and on individual leadership measures as set by the Supervisory Board. It is partly paid out in shares that are blocked for a period of five calendar years. After the five calendar years HEINEKEN will match the blocked shares 1:1 which we refer to as the matching share entitlement. For the Long-Term Variable award see note 29. The separate remuneration report is stated on pages 43-49. As at 31 December 2013, J.F.M.L. van Boxmeer held 97,829 Company shares and D.R. Elooft Graafland 49,962 (2012: J.F.M.L. van Boxmeer 48,641 and D.R. Elooft Graafland 25,109 shares). D.R. Elooft Graafland held 3,052 shares of Eleineken EHolding N.V. as at 31 December 2013 (2012: 3,052 shares). 2013 2012 In thousands of EUR J.F.M.L. van Boxmeer D.R. Hooft Graafland Total 1F.M.L. van Boxmeer D.R. Hooft Graafland Total Fixed Salary 1,150 650 1,800 1,050 650 1,700 Short-Term Variable Pay 1,127 455 1,582 1,361 602 1,963 Matching Share Entitlement1 564 228 792 681 301 982 Long-Term Variable award2 475 227 702 912 477 1,389 APB Bonus and Retention 3,039 1,300 4,339 Pension Plan 470 277 747 496 318 814 Total3 6,825 3,137 9,962 4,500 2,348 6,848 1 The matching share entitlement for 2012 is based on 2012 performance. The matching share entitlement for 2013 is based on 2013 performance. The granted matching shares vest immediately and as such EUR792 (in thousands) was recognised in the 2013 income statement. 2 The remuneration reported as part of LTV is based on IFRS accounting policies and does not reflect the value of vested performance shares. 3 The Dutch government has introduced for a second time an additional tax levy of 16 per cent over 2013 taxable income above EUR150 thousand, as a liability for the employer. This tax levy related to remuneration over 2013 for the Executive Board is EUR1,529 (in thousands) and is not included in the table above. To recognise the excellent achievements of the CEO and CFO in the successful acguisition of Asia Pacific Breweries Limited, the CEO and CFO were rewarded 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 (45,893 shares gross) and EUR1.3 million for the CFO (23,675 shares gross). The share awards were granted against the closing share price of EUR54.91 net of taxes (i.e. after deduction of withholding tax due on the full gross award). The awarded Eleineken N.V. shares will remain blocked for a period of five years, also in case of resignation during that period. Clawback provisions apply to these awards. To foster the intended re-appointment of the CEO and to ensure the CEO is retained for EIEINEKEN for a number of years ahead, the Supervisory Board decided to grant a retention share award to the CEO. This retention share award was granted immediately after the close of the 2013 Annual General Meeting, to the value of EUR1.5 million (27,317 shares gross), against the closing share price of that day. After two years the share award will vest and will be converted into Eleineken 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. 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, revision and clawback provisions apply to this award. Eleineken N.V. Annual Report 2013 125

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