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.

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2016 | | pagina 57