Notes to the Consolidated Financial Statements continued - - - - - - Reportofthe Reportofthe Financial Other Contents Overview Executive Board Supervisory Board Statements Information 35. Related parties continued 2015 2014 J.F.M.L. van D.R. Hooft J.F.M.L. van D.R. Hooft In thousands of EUR Boxmeer L. Debroux1 Graafland2 Total Boxmeer Graafland Fixed salary 1,150 421 201 1,772 1,150 650 1,800 Short-Term Variable pay 2,930 833 394 4,157 2,769 1,118 3,887 Matching share entitlement 1,353 385 182 1,920 640 517 1,157 Long-Term Variable award 2,706 158 1,825 4,689 2,972 1,690 4,662 Extraordinary share award/Retention bonus 236 124 360 750 750 Pension contributions 723 82 33 838 709 387 1,096 Other emoluments 21 134 7 162 21 21 42 Termination benefit 2,000 2,000 Total3 9,119 2,137 2,642 13,898 9,011 6,383 15,394 1 Appointed on 23 April 2015 2 Resigned on 23 April 2015 3 In 2015, an estimated tax penalty of EUR2.8 million (201 4: EUR1.5 million) to the Dutch tax authorities was recognised in relation to the remuneration of Mr. René Hooft Graafland. This tax was an expense to the employer and therefore not included in the table above. The matching share entitlements for each year are based on the performance in that year. The CEO. and the two CFOs have all chosen to invest 50 per cent of their STV for 2015 into Heineken N.V. shares (investment shares); in 201A the CEO invested 25 per cent and theCFO invested 50 percent. From an accounting perspective the corresponding matching shares vest immediately and as such a fair value of EUR1.9 million was recognised in the 2015 income statement. The matching share entitlements are not dividend-bearing during the five calendar year holding period of the investment shares. Therefore, the fair value of the matching share entitlements has been adjusted for missed expected dividends by applying a discount based on the dividend policy and historical dividend payouts during the vesting period. The Supervisory Board granted a retention share award to the CEO in 2013 to the value of EUR1.5 million (27,317 share entitlements gross). The share award vested two years after the grant date and was converted into Heineken N.V. shares. A three-year holding restriction applies to these shares as from the vesting date. In 2015, an expense of EUR236.000 is recognised for the retention award. Resignation of Mr. René Hooft Graafland as a member of the Executive Board and CFO in 2015 Mr. René Hooft Graafland has resigned from the Executive Board following the Annual General Meeting on 23 April 2015 and his employment contract ended 1 May 2015. A severance payment of EUR2 million has been made upon contract ending and has been recognised in the 201A income statement. This resignation is considered a retirement under the LTV plan rules, which implies that unvested LTV awards as of 1 May 2015 will continue to vest at their regular vesting dates, insofar and to the extent that predetermined performance conditions are met. As a result, the expenses for the LTV awards 2013-2015,2014-2016 and 2015-2017 have been accelerated from their usual rate of one-third per year to a rate which ensures full expensing on 1 May 2015 rather than on 31 December 2015,2016 and 2017. The impact of this acceleration in expensing for Mr. René Hooft Graafland is approximately EUR0.5 million (201 A: EUR0.2 million). 128 Heineken N.V. Annual Report 2015

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