Remuneration Report continued Contents Overview Report of the Executive Board Report of the Supervisory Board Financial Statements Other Information Award Grant date No. of shares granted1 Value of shares conditionally granted as of the grant date in EUR No. of shares vesting on the End of blocking Vesting date vesting date2 period Value of unvested or blocked shares as of 31.12.20153 in EUR Van Boxmeer Extraordinary share award 26.042013 45,893 2,520,000 26.04.2013 24,373 26.04.2018 1,919,861 Retention share award 26.042013 27,317 1,500,000 26.04.2015 27,317 26.04.2018 2,151,760 Debroux Extraordinary share award 24042015 1,000 73,640 24.04.2015 681 24.04.2020 53,642 Extraordinary share award 24042015 1,000 73,640 24.04.2016 675 24.04.2020 53,170 1 The 'Number of shares granted' refers to the grant in gross terms (i.e. before tax withholding). 2 As the table reveals, income tax is withheld from the Extraordinary share awards themselves; the Retention share award to Mr. Jean-Franqois van Boxmeer has vested 'gross', i.e. withholding tax has been withheld and paid from other sources than the share award itself. 3 The value of the share awards is based on the 'Number of shares vesting on the vesting date'. Part III - Adjustments to the Executive Board target remuneration for 2016 within prevailing policy The Supervisory Board reviewed the remuneration policy versus its implementation, and concluded that there were no reasons to recommend policy adjustments to the 2016 Annual General Meeting. In regard of implementation, the Supervisory Board decided to increase the Executive Board base salaries to the aspired policy levels, thereby bringing their target variable remuneration closer to the aspired policy levels as well. For the CEO the base salary has been increased from EU R1,150,000 for 2015 to EUR1,200,000 for 2016, and for the CFO from EU R610,000 for 2015 to EUR720,000 for 2016. The short- and long-term variable pay opportunities, as percentage of base salary, have remained unchanged. Hence, since only base salaries changed, the pay mix as depicted on page 55 remains unchanged. Supervisory Board Heineken N.V. Amsterdam, 9 February 2016 59 Fleineken N.V. Annual Report 2015

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2015 | | pagina 60