Report of the Report of the Financial Other Contents Overview Executive Board Supervisory Board statements information Asa result, the vesting of the LTV grant for performance period 2012-2014 will beegual to 131 percent of the vesting at target level for both the CEO and CFO. The resulting share awards are defined in gross terms (i.e. before deduction of withholding tax due); the net number of shares awarded (i.e. after withholding tax due), amounting to 29,205 shares to the CEO and 15,066 shares to the CFO, remain blocked for an additional period of two years until 15 February 2017, also in case of resignation during that period. The closing share price as of 31 December 2014 is EUR58.95. To this award revision and clawback provisions apply. The table below provides an overview of outstanding LTV awards (awards granted but not yet vested, or awards vested but still blocked) as of 31 December 2014: 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 (before tax) No. of shares vesting on the vesting date* (after tax) End of blocking period Value of unvested or blocked shares as of 31.12.20145 in EUR Van Boxmeer 2014 35,147 1,662,805 02.2017 t.b.d. t.b.d. 02.2019 1,049,015 2013 34,179 1,877,452 02.2016 t.b.d. t.b.d. 02.2018 1,020,130 2012 44,031 1,668,775 02.2015 57,681 29,205 02.2017 1,721,635 2011 42,927 1,617,489 02.2014 16,098 8,150 02.2016 480,443 2010 35,692 1,323,102 02.2013 24,539 12,424 02.2015 732,395 Hooft Graafland 2014 16,555 783,217 02.2017 t.b.d. t.b.d. 02.2019 494,119 2013 16,099 884,318 02.2016 t.b.d. t.b.d. 02.2018 480,501 2012 22,715 860,899 02.2015 29,757 15,066 02.2017 888,141 2011 22,145 834,424 02.2014 8,305 4,205 02.2016 247,885 2010 19,537 724,237 02.2013 13,432 6,801 02.2015 400,919 ""Determined according to plan rules, using the closing share price of 31 December of the year preceding the grant date. ^he vesting date is shortly after the publication of the financial statements after completion of the performance period. 3Vested shares are disclosed in gross terms (i.e. before deduction of withholding tax due). *Vested shares are disclosed in net terms (i.e. after deduction of withholding tax due). 5The value for the grants in 2010,2011 and 2012 is based on the actual number of shares vesting on the vesting date after tax withholding, i.e. after applying the relevant income tax rate, whereas the value for the grants in 2013 and 2014 is based on the number of shares conditionally granted at target level (since the number of shares vesting is yet unknown) after applying the relevant income tax rate. Resignation of Mr. René Hooft Graafland as member of the Executive Board and CFO in 2015 After a successful career of 34 years, the last 13 of which have been as a member of the Executive Board, the Supervisory Board and Mr. René Hooft Graafland have mutually agreed that the end of his current mandate as a member of the Executive Board will be the logical and natural moment to transition to the next generation of leadership. To that purpose an agreement has been reached, on 3 November 2014, on his resignation from the Executive Board as from 24 April 2015, and on the termination of his employment contract as of 1 May 2015. In financial terms the agreement respects existing contractual obligations and entails that: A severance payment of EUR2,000,000 will be made in May 2015, in the absence of dismissal for urgent cause or death; this amount aligns with the capitalised value of his fixed remuneration (i.e. base salary and Capital Creation payments) between his resignation date of 1 May 2015 and age 62 (i.e. two years and five months), which has been the directional retirement age in the Company's pension plan design for Executive Board members at the time. This resignation is considered a retirement under the LTV Plan Rules. Given existing agreements from 2005 for a specific group of senior managers (including the current Executive Board members), as a result of a transition from an annual variable pay plan to the three-year Long-term variable award plan as disclosed above at the time, this implies that unvested LTV awards as of 1 May 2015 will continue to be subject to vesting at their regular vesting dates, insofar and to the extent that predetermined performance conditions are met. Shares that may vest under these plans will be subject to a holding period of two years in accordance with the LTV Plan Rules. 55 Heineken N.V. Annual Report 2014

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