To the Shareholders :ontinued Report of the Report of the Financial Other Contents Overview Executive Board Supervisory Board statements information Americas Committee Composition: Messrs. Fernandez Carbajal (Chairman), de Carvalho, Navarre and Mrs. Mary Minnick. The Committee advises the Supervisory Board on the overall strategic direction of the Americas Region and reviews and evaluates the performance, the organisation and the management in theAmericas Region. The Chairman of the Executive Board and the Regional President Americas also attend the Americas Committee meetings. The Committee met once in 2014 and paid attention to specific developments in the region, including financial results and strategic priorities, presented by the Regional President Americas. Executive Board composition and remuneration Composition Best practice provision II.1.1 of the Dutch Corporate Governance Code of 10 December 2008 recommends that an Executive Board member is appointed for a period of four years and that a member may be reappointed for a term of not more than four years at a time. In compliance with this best practice provision, the Supervisory Board has drawn up a rotation schedule in order to avoid, as far as possible, a situation in which Executive Board members retire at the sometime. Mr. Jean-Frangoisvan Boxmeer was initially appointed for an indefinite term in 2001 and was reappointed for a period of four years in 2013. Mr. René Hooft Graafland will step down upon expiry of his current four-year term on 24 April 2015. Mrs. Laurence Debroux has been nominated by the Supervisory Board for appointment to the Executive Board for a period of four years as of 24 April 2015. Pursuant to the Act on Management and Supervision, the Supervisory Board shall pursue that on the Executive Board at least 30 per cent of the seats shall be held by men and at least 30 per cent by women. HEINEKEN strives to appoint a well-balanced mix of men and women to its senior management, Executive Board and Supervisory Board. Dutch legislation reguires companies to pursue a policy of having at least 30 per cent of the seats of the Executive Board and the Supervisory Board held by women and at least 30 per cent of the seats held by men. We believe we are making good progress in implementing this policy. The appointment of Mrs. Laurence Debroux, who will be nominated for appointment by the Supervisory Board, will bring the Executive Board's gender diversity well within the statutory criteria. We note that there may be various pragmatic reasons - such as the other relevant selection criteria and the availability of suitable candidates-that could play a complicating role in achieving the gender targets, at least in the short term. Remuneration TheAGM approved the current remuneration policy for the Executive Board in 2011 and 2014, respectively. Details of the policy and its implementation are described in the Remuneration Report. Appreciation The Supervisory Board wishes to express its gratitude to the members of the Executive Board and all HEINEKEN employees for their hard work and dedication in 2014. Supervisory Board Heineken N.V. Wijers Fentener van Vlissingen Fernandez Carbajal Minnick Das Navarre de Carvalho AstaburuagaSanjinés Huët Scheffers Amsterdam, 10 February 2015 Heineken N.V. Annual Report 2014

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