Corporate Governance Statement continued Report of the Report of the Financial Other Contents Overview Executive Board Supervisory Board statements information Substantial shareholdings Pursuant to the Financial Supervision Act (Wet op het financieel toezicht) and the Decree on Disclosure of Major Holdings and Capital Interests in Issuing Institutions (Besluit melding zeggenschap en kapitaalbelang in uitgevende instellingen), the Financial Markets Authority has been notified about the following substantial shareholdings regarding the Company: Mrs. C.L. de Carvalho-Heineken (indirectly 50.005 per cent; the direct 50.005 per cent shareholder is Heineken Holding N.V.). Voting Trust (FEMSA) (indirectly 10.14 per cent; the direct 10.14 per cent shareholder is CB Eguity LLP); as at 31 December 2014, Voting Trust (FEMSA)'s indirect shareholding in the Company (through CB Eguity LLP) stands at 12.53 per cent. Massachusetts Financial Services Company (a capital interest of 2.57 percent (of which 1.73 per cent is held directly and 0.94 per cent is held indirectly) and a voting interest of 4.97 percent (of which 2.04 percent is held directly and 2.94 percent is held indirectly)). Restrictions related to shares held by FEMSA Upon completion (on 30 April 2010) of theacguisition of the beer operations of Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA), CB Eguity LLP (belonging to the FEMSA group) received Heineken N.V. shares (and Heineken Holding N.V. shares). Pursuant to the Corporate Governance Agreement of 30 April 2010 concluded between the Company, Heineken Holding N.V., LArche Green N.V., FEMSA and CB Eguity LLP the following applies: Subject to certain exceptions, FEMSA, CB Eguity LLP, and any member of the FEMSA group shall not increase its shareholding in Heineken Holding N.V. above 20 per cent and shall not increase its holding in the Heineken Group above a maximum of 20 per cent economic interest (such capped percentages referred to as the 'Voting Ownership Cap'). Subject to certain exceptions, FEMSA, CB Eguity LLP and any member of the FEMSA group may not exercise any voting rights in respect of any shares beneficially owned by it, if and to the extent that such shares are in excess of the applicable Voting Ownership Cap. FEMSA, CB Eguity and any member of the FEMSA group may not sell any shares in the Company (and in Heineken Holding N.V.) for a five-year period, subject to certain exceptions, including among others, (i) beginning in year three, the right to sell up to 1 per cent of all outstanding shares of each of the Company and Heineken Holding N.V. in any calendar guarter and (ii) beginning in year three, the right to sell any Company shares and/or any Heineken Holding N.V. shares in any private block sale outside the facilities of a stock exchange so long as Heineken Holding N.V. (as to Heineken N.V. shares) or LArche Green N.V. (as to Heineken Holding N.V. shares), as the case maybe, is given first the opportunity to acguire such shares at the market price thereof. Unless FEMSA's economic interest in the Heineken Group were to fall below 14 per cent, the current FEMSA control structure were to change or FEMSA were to be subject to a change of control, FEMSA is entitled to have two representatives on the Company's Supervisory Board, one of whom will be Vice-Chairman, who also serves as the FEMSA representative on the Board of Directors of Heineken Holding N.V. Share plans There is a share-based LTV award for both the Executive Board members and senior management. Eligibility for participation in the LTV by senior management is based on objective criteria. Each year, performance shares are awarded to the participants. Depending on the fulfilment of certain predetermined performance conditions during a three-year performance period, the performance shares will vest and the participants will receive Heineken N.V. shares. Shares received by Executive Board members upon vesting under the Long-Term Variable Award are subject to a holding period of five years as from the date of award of the respective performance shares, which is approximately two years from the vesting date. Under the short-term variable pay (STV) for the Executive Board, the Executive Board members are entitled to receive a cash bonus subject to the fulfilment of predetermined performance conditions. The Executive Board members are obliged to invest at least 25 per cent of their STV payout in Heineken N.V. shares (investment shares) to be delivered by the Company; the maximum they can invest in Heineken N.V. shares is 50 per cent of their STV payout (at their discretion). The investment shares (which are acguired by the Executive Board members in the year after the year over which the STV payout is calculated) are subject to a holding period of five years as from 1 January of the year in which the investment shares are acguired. Executive Board members are entitled to receive one additional Heineken N.V. share (a matching share) for each investment share held by them at the end of the respective holding period. The entitlement to receive matching shares shall lapse upon the termination by the Company of the employment agreement for an urgent reason ('dringende reden') within the meaning of the law or in case of dismissal for cause ('ontslag met gegronde redenen') whereby the cause for dismissal concerns unsatisfactory functioning of the Executive Board member. In exceptional situations, extraordinary share entitlements may be awarded by the Executive Board to employees. These share entitlements are usually non-performance-related and the employees involved are usually entitled to receive Heineken N.V. shares after the expiry of a period of time. Heineken N.V. Annual Report 2014

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2014 | | pagina 44