55 Remuneration Report (continued) Part II - The Executive Board actual remuneration for performance ending in, or at year-end, 2016 - - - - - - ad (1) - Base salary Heineken NV. Report of the Report of the Financial Sustainability Other Annual Report 2016 Introduction Executive Board Supervisory Board Statements Review Information The following table provides an overview of the Executive Board actual remuneration that became unconditional in, or at year-end, 2016. For disclosures in line with IFRS reporting requirements, which are 'accrual-based' over earning/performance periods and partly depend on estimations/ assumptions, see note 33 'Related parties' on page 121. The Supervisory Board conducted a scenario analysis with respect to possible outcomes of the variable remuneration disclosed in this section. 2014-2016 Long-term variable award Matching entitlements Extraordinary Share Grants (1) Base salary in EUR (2) 2016 Short-term variable pay in EUR (3) No. of (4) Value of performance performance shares shares vesting vesting in EUR (5) No. of matching entitlements vesting (6) Value of matching entitlements vesting in EUR (7) Pension cost in EUR (8) No. of extraordinary shares vesting (9) Value of extraordinary shares vesting in EUR (10) Other emoluments in EUR Van Boxmeer 1,200,000 3,360,000 61,508 4,383,060 23,272 1,658,363 944,208 21,335 Debroux 720,000 1,440,000 138,531 1,000 81,840 159,566 These base salaries have been paid to the members of the Executive Board for 2016. ad (2) - 2016 Short-term variable pay The 2016 Short-term variable pay (STV) relates to the performance year 2016, and becomes payable in 2017. The STV pay for 2016 was subject to four performance measures: Organic Revenue Growth, Organic Net Profit beia Growth, Free Operating Cash Flow and individual leadership measures, all with a weight of 25%. The Supervisory Board determined the results against the pre-set targets on these measures as follows: Organic Revenue Growth - at maximum performance Organic Net Profit beia Growth - at maximum performance Free Operating Cash Flow - at maximum performance Individual leadership measures - at maximum performance. The resulting STV payout for 2016 is equal to 200% of payout at target level for both members of the Executive Board. In line with policy, 25% of the STV payout is paid out in investment shares against the closing share price of 15 February 2017, the publication date of these financial statements. In addition, the Executive Board members have had the opportunity to indicate before the end of the 2016 performance year whether they wished to receive up to another 25% of their STV payout in additional investment shares; for 2016 the Executive Board members did not elect to receive additional investment shares beyond the mandatory 25% share investment. The investment shares are restricted for sale for five calendar years, after which they are matched 1:1 by matching shares. Revision and clawback provisions apply to this award, including the related matching share entitlement. The table below provides an overview of the investment shares at year-end that were awarded as part of STV payouts in the past, and that have remained blocked and await 1:1 matching by the Company, provided the conditions thereto are met. Only when the holding period of the investment shares has been completed, will the matching share entitlements be converted into shares and transferred to the recipient. Value of STV payout for of STV payout invested in shares Award date No. of investment shares awarded1 Value of investment shares as of the award date in EUR End of blocking period investment shares as of 31.12.2016 in EUR2 Van Boxmeer 2016 25% 15.02.2017 t.b.d. 840,000 31.12.2021 n.a. 2015 50% 10.02.2016 20,105 1,465,051 31.12.2020 1,432,682 2014 25% 11.02.2015 10,427 692,249 31.12.2019 743,028 2013 50% 12.02.2014 11,910 563,462 31.12.2018 848,707 2012 50% 13.02.2013 12,391 680,638 31.12.2017 882,983 Debroux 2016 25% 15.02.2017 t.b.d. 360,000 31.12.2021 n.a. 2015 50% 10.02.2016 5,713 416,306 31.12.2020 407,108 1 The number of investment shares awarded in relation to the STV payout for 2012 and beyond is determined by dividing the part of the STV payout that is invested in shares by the closing share price of the date of publication of the financial statements for that year. 2 The share price as of 31 December 2016 is EUR 71.26.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2016 | | pagina 56