56
Remuneration Report (continued)
Heineken NV.
Report of the
Report of the
Financial
Sustainability
Other
Annual Report 2016
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
ad (3) - 2014-2016 Long-term variable award: number of performance shares vesting
The 2014-2016 Long-term variable award (LTV) relates to the performance period 2014-2016 and vests shortly after 15 February 2017, the
publication date of these financial statements. The vesting of the LTV award for performance period 2014-2016 is subject to Heineken N.V.
performance on four financial measures with equal weights. The Supervisory Board determined the results against the pre-set targets as follows:
Organic Revenue Growth - between target and maximum performance
Organic EBIT beia Growth - between target and maximum performance
Earnings Per Share (EPS) beia Growth - at maximum performance
Free Operating Cash Flow - between target and maximum performance.
As a result, the vesting of the LTV grant for performance period 2014-2016 will be equal to 175% of the vesting at target level. For the CEO this plan
performance implies that 61,508 shares will vest shortly after 15 February 2017, as a result of the 35,147 conditional performance shares granted
to him in 2014. For the CFO there is no vesting from this plan since the first LTV plan she participates in is the 2015-2017 plan, as a result of her
appointment to the Executive Board on 23 April 2015. The resulting share awards are defined in gross terms (i.e. before deduction of withholding tax
due); the actual net shares awarded (i.e. after withholding tax due) remain blocked for an additional period of two years until 13 February 2019, also
in case of resignation during that period. Revision and clawback provisions apply to this award. The table below provides an overview of outstanding
LTV awards (awards granted but not yet vested, or awards vested but still blocked) as of 31 December 2016.
Grant date
No. of shares
conditionally
granted at
target level1
Value of shares
conditionally
granted as of the
grant date in EUR
Vesting date2
No. of shares
vesting on the
vesting date3
(before tax)
No. of shares
vesting on the
vesting date4
(after tax)
End of
blocking period
Value of unvested
or blocked shares
as of 31.12.20165
in EUR
Van Boxmeer
2016
22,852
1,665,225
02.2019
t.b.d.
t.b.d.
02.2021
824,478
2015
29,263
1,942,771
02.2018
t.b.d.
t.b.d.
02.2020
1,055,788
2014
35,147
1,662,805
02.2017
61,508
31,143
02.2019
2,219,250
2013
34,179
1,877,452
02.2016
58,447
29,593
02.2018
2,108,797
2012
44,031
1,668,775
02.2015
57,681
29,205
02.2017
2,081,148
Debroux
2016
11,426
832,613
02.2019
t.b.d.
t.b.d.
02.2021
537,372
2015
11,857
787,186
02.2018
t.b.d.
t.b.d.
02.2020
557,610
1 Determined according to plan rules, using the closing share price of 31 December of the year preceding the grant date.
2 The vesting date is shortly after the publication of the financial statements after completion of the performance period.
3 Vested shares are disclosed in gross terms (i.e. before deduction of withholding tax due).
4 Vested shares are disclosed in net terms (i.e. after deduction of withholding tax due).
5 The value for the grants in 2012, 2013 and 2014 is based on the actual number of shares vesting on the vesting date after tax withholding, i.e. after applying the relevant income tax rate,
whereas the value for the grants in 2015 and 2016 is based on the number of performance shares conditionally granted at target level (since the number of performance shares vesting
is yet unknown) after applying the relevant income tax rate. The share price as of 31 December 2016 is EUR 71.26.
ad (4) - 2014-2016 Long-term variable award: value of performance shares vesting
The value of performance shares vesting is based on the share price as of 31 December 2016 of EUR 71.26.
ad (5) - Number of matching entitlements vesting
These entries refer to the number of matching share entitlements that vested after year-end 2016, as a result of the investment in shares of part
of the STV payout for performance year 2011, and holding on to these investment shares until year-end 2016. For the CEO this number of matching
shares is the result of a 50% investment of this STV payout in investment shares at the time. For the CFO there is no vesting from this plan yet,
given her later appointment to the Executive Board on 23 April 2015.
ad (6) - Value of matching entitlements vesting
The value of matching share entitlements vesting is based on the share price as of 31 December 2016 of EUR 71.26.