Remuneration Report continued
Reportofthe Reportofthe Financial Other
Contents Overview Executive Board Supervisory Board Statements Information
Part II -The Executive Board's actual remuneration for performance ending in, or at year-end, 2015
The following table provides an overview of the Executive Board's actual remuneration that became unconditional in, or at year-end, 2015.
For disclosures in line with IFRS reporting reguirements, which are 'accrual-based' over earning/performance periods and partly depend on estimations/
assumptions, see note 35 'Related parties' on page 127. The Supervisory Board conducted a scenario analysis with respect to possible outcomes of the
variable remuneration disclosed in this section.
2013-2015 Long-term
variable award
Matching entitlements
2015
Short-term
Base salary variable pay
in EUR1 in EUR2
No. of
performance
shares
vesting3
Value of
performance
shares
vesting in
EUR'-
No. of
matching
entitle
ments
vesting5
Value of
matching
entitlements
vesting in
EUR6
No. of
Pension extraordinary
cost shares
in EUR vesting7
Extraordinary Share Grants
Value of
extraordinary
shares
vesting in
EUR8
Other
emoluments
in EUR9
Van Boxmeer 1,150,000 2,930,200
Debroux 421,151 832,650
Hooft Graafland 201,233 394,333
58,447 4,603,870
27,530 2,168,538
16,125 1,270,166
t.b.d. 182,123
723,454 27,317 1,995,780 21,210
82,316 1,000 73,640 134,146
32,721 - - 2,006,937
1 The base salaries of Mrs. Laurence Debroux and Mr. René Hooft Graafland are the actual base salaries paid for the period in 2015 in which they were a member of
the Executive Board. Although formally these periods are demarcated by the end of the AGM on 23 April 2015, a succession date of 24 April 2015 has been adopted
in the calculation of these pro-rated salary payments.
2 The short-term variable pay relates to the performance year 2015, and becomes payable in 2016. According to Plan Rules and Agreements, for Mrs. Laurence
Debroux and Mr. René Hooft Graafland the short-term variable pay has been pro-rated by the number of months, rounded up to full months, in which they were a
member of the Executive Board, i.e. nine months for Mrs. Laurence Debroux and four months for Mr. René Hooft Graafland. In line with policy, between 25 percent
and 50 percent of the short-term variable pay, at the participant's discretion, is paid out in investment shares. For the 2015 payout the investment in shares is 50 per
cent for all three participants.
The long-term variable award relates to the performance period 2013-2015 and vests shortly after 10 February 2016, the publication date of these financial
statements.
The value of performance shares vesting is based on the share price as of 31 December 2015 of EUR78.77.
5 For Mr. lean-Franqois van Boxmeer the matching entitlements relate to the investment shares that were acquired in 2011 for performance over 2010 and that were
held until year-end 2015. These matching entitlements vest, as common shares, immediately following year-end 2015 and are thus the first batch of such shares
for him that vest after the launch of the'deferral-and-matching' proposition following the AGM in 2011. For Mr. René Hooft Graafland the matching entitlements
relate to the investment shares that are acquired in 2016 for performance over 2015, since given his resignation for other reasons than for cause these matching
entitlements vest, as share entitlements, immediately following year-end 2015. The number of investment shares and matching share entitlements is determined,
as per policy, by dividing the part of theSTV payout that is invested in shares, i.e. 50 percent, by the closing share price of the date of publication of these financial
statements, i.e. 10 February 2016. These entitlements will be converted into common shares following year-end 2020, and will thus remain non-dividend bearing
until that date. The matching shares that given his agreed resignation vested already in 2014, as share entitlements, were disclosed in Part II of last year's
Remuneration Report.
6 The value of matching shares vesting for Mr. lean-Franqois van Boxmeer is based on the share price as of 31 December 2015 of EUR78.77. The value of matching
share entitlements vesting for Mr. René Hooft Graafland equals the part of theSTV payout that he chose to invest in investment shares, i.e. 50 per cent, discounted
for the fact that the resulting entitlements will not be dividend bearing until year-end 2020.
7 On 26 April 2013, by approval of the AGM, Mr. lean-Franqois van Boxmeer received a Retention Share Award of 27,317 share entitlements, with a vesting date of
26 April 2015, conditionally on Executive Board membership at that date. These shares have vested per the latter date, and are blocked until 26 April 2018. Mrs.
Laurence Debroux received an extraordinary grant of 2,000 share entitlements upon her appointment as member of the Executive Board in April 2015, as
compensation for forfeited variable remuneration by her previous employer; 50 percent of this grant vested immediately, which is thus included in the table above;
the other 50 per cent will vest next year, conditionally on Executive Board membership at that date.
8 The value of the Retention Share Award vesting for Mr. lean-Franqois van Boxmeer is based on the closing share price of EUR73.06 of 24 April 2015, i.e. the final
closing price prior to the vesting date of 26 April 2015. The value of the Extraordinary Share Award vesting for Mrs. Laurence Debroux is based on the closing share
price of EUR73.64 of 23 April 2015, i.e. the final closing price prior to the grant and vesting date of 24 April 2015.
9 The amount for Mr. lean-Franqois van Boxmeer involves his car benefit-in-kind. The amount for Mrs. Laurence Debroux involves housing allowance (grossed-up),
a one-time commission for relocation support (grossed-up), schooling cost and car benefit-in-kind. As per the agreement of 3 November 2014, and announced in
last year's Remuneration Report, Mr. René Hooft Graafland received a severance payment of EUR2,000,000 gross in May 2015, following the termination of his
employment contract as of 1 May 2015; the remaining amount involves his car benefit-in-kind.
56 Heineken N.V. Annual Report 2015