Corporate Governance Statement continued
Reportofthe Reportofthe Financial Other
Contents Overview Executive Board Supervisory Board Statements Information
Article 10 of the EU Take-Over Directive Decree
Shares
The issued share capital of the Company amounts to EUR921,604,180.80,
consisting of 576,002,613 shares of EUR1.60 each. Each share carries one
vote. The shares are listed on Euronext Amsterdam.
All shares carry equal rights and are freely transferable (unless provided
otherwise below).
Shares repurchased by the Company for the share-based Long-Term
Variable (LTV) awards or for any other purpose do not carry any voting
rights and dividend rights.
Shareholders who hold shares on a predetermined record date are entitled
to attend and vote at the AGM. The record date for the AGM of 21 April
2016 is 28 days before the AGM, i.e. on 24 March 2016.
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 Netherlands Authority for the Financial
Markets has been notified about the following substantial shareholdings
regarding the Company on 1 January 2016:
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 percent; the direct 10.14 percent
shareholder is CB Equity LLP); as at 31 December 2015, Voting Trust
(FEMSA)'s indirect shareholding in the Company (through
CB Equity LLP) stands at 12.53 per cent.
Massachusetts Financial Services Company (a capital interest of
2.67 per cent (of which 1.73 per cent is held directly and 0.94 per cent
is held indirectly) and a voting interest of 4.97 per cent (of which
2.04 per cent is held directly and 2.94 per cent is held indirectly).
Restrictions related to shares held by FEMSA
Upon completion (on 30 April 2010) of the acquisition of the beer
operations of Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA),
CB Equity 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 Equity LLP the following applies:
Subject to certain exceptions, FEMSA, CB Equity 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 Equity 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.
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 Long-Term Variable Award ('LTV') 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 LTV
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).
43 Heineken N.V. Annual Report 2015
