49 To the Shareholders (continued) Executive Board composition and remuneration Composition Heineken NV. Report of the Report of the Financial Sustainability Other Annual Report 2016 Introduction Executive Board Supervisory Board Statements Review Information Americas Committee Composition: Messrs. Fernandez Carbajal (Chairman), de Carvalho, and Navarre, and Ms. Mars. The Committee advises the Supervisory Board on the overall strategic direction of the Americas Region and reviews and evaluates the performance, the organisation and the management in the Americas Region. The Chairman of the Executive Board and the President Americas also attend the Americas Committee meetings. The Committee met twice in 2016 and reviewed specific developments in the region, including financial results and strategic priorities, presented by the President Americas. Best practice provision II.1.1 of the Dutch Corporate Governance Code of 10 December 2008 recommends that an Executive Board member is appointed for a period of four years and that a member may be reappointed for a term of not more than four years at a time. In compliance with this best practice provision, the Supervisory Board has drawn up a rotation schedule in order to avoid, as far as possible, a situation in which Executive Board members retire at the same time. Mr. Jean-Frangois van Boxmeer was initially appointed for an indefinite term in 2001 and was reappointed for a period of four years in 2013. His current term expires on 20 April 2017. As announced on 26 October 2016, the Supervisory Board shall submit a non-binding nomination for the re-appointment of Mr. van Boxmeer for a period of four years at the AGM on 20 April 2017. The Supervisory Board has re-appointed Mr. van Boxmeer as Chairman of the Executive Board and CEO subject to his re-appointment as member of the Executive Board. Mrs. Laurence Debroux was appointed in 2015 for a period of four years. Pursuant to the Act on Management and Supervision, the Supervisory Board shall pursue that on the Executive Board at least 30% of the seats shall be held by men and at least 30% by women. The current composition of the Executive Board is compliant with this target. HEINEKEN also strives to appoint a well-balanced mix of men and women to its senior management. We note that there may be various pragmatic reasons - such as the other relevant selection criteria and the availability of suitable candidates - that could play a complicating role in achieving a well-balanced mix of men and women to its senior management, at least in the short term. Remuneration The AGM approved the current remuneration policy for the Executive Board in 2011 and 2014, respectively. Details of the policy and its implementation are described in the Remuneration Report. Appreciation The Supervisory Board wishes to express its gratitude to the members of the Executive Board and all HEINEKEN employees for their hard work and dedication in 2016. Supervisory Board Heineken N.V Wijers Fentener van Vlissingen Fernandez Carbajal Mars-Wright Das Brunini de Carvalho Astaburuaga Sanjinés Navarre Scheffers Amsterdam, 14 February 2017

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