Report of the
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Overview
Executive Board
Supervisory Board
statements
information
Part III - Agreement with Mrs. Laurence Debroux
The Supervisory Board nominates Mrs. Laurence Debroux for appointment to the Executive Board as of 24 April 2015, to hold the position
of CFO. Mrs. Laurence Debroux will receive the following target remuneration for 2015.
An annual base salary of EUR610,000
An STV opportunity as described in Part I, including the 'deferral-and-matching' proposition
An LTV opportunity as described in Part I
A Company pension contribution of 18 per cent of annual base salary; this is inline with the new pension arrangement for top executives
in the Netherlands below Executive Board who are hired as from 20151, which is within the framework of the remuneration policy for new
Executive Board members
An extraordinary share grant of 2,000 shares as compensation for forfeited variable remuneration by her previous employer; 50 per cent
of this share grant is subject to her appointment by the 2015 AGM as a member of the Executive Board as from 24 April 2015 while the
remaining 50 percent is subject to her continued Executive Board membership one year later; both parts of the share grant have a holding
period after vesting until 24 April 2020; any income tax implications are at her own expense by withholding an appropriate number of
shares from the respective parts of the grant
Following recent Dutch legislation, as from her appointment as a member of the Executive Board, Mrs. Laurence Debroux is not formally an
employee of the Company; in accordance with the Dutch Corporate Governance Code her severance payment in the event of dismissal
during her first term, if not for cause, will be twice the amount of her annual base salary; if dismissal occurs in subseguent terms, this
severance payment will not exceed an amount eguivalent to one year's annual base salary.
Supervisory Board Eleineken N.V.
Amsterdam, 10 February 2015
1For these top executives in the Netherlands the maximum possible portion from these contributions is typically paid into a tax-exempt pension arrangement, and the rest is paid in the
form of taxable income. Mrs. Laurence Debroux has the choice to receive the full amount in the form of taxable income.
57
Heineken N.V. Annual Report 2014
