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Remuneration Report (continued)
CEO target pay mix 2017-2018
CFO target pay mix 2017-2018
Pensions
Compensation rights on termination of employment/service agreement
Loans
Report of the
Report ofthe
Financial
Sustainability
Other
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
Heineken N.V. Annual Report 2017
100% 36% 22% 12%
78%
Below threshold performance At threshold performance At target performance At/beyond max performance
_100% 42% 27% 15%
85%
73%
58%
Below threshold performance At threshold performance At target performance At/beyond max performance
Fixed pay Variable pay
The members of the Executive Board participate in adefined-contribution Capital Creation Plan. As of 2015, following pension reforms in the
Netherlands, new members of the Executive Board receive the same contribution as new top executives under Dutch employment contract below
the Executive Board, which is currently 18% of base salary. This applies to our current CFO who became an Executive Board member in 2015. Forthe
CEO the same capital creation arrangement as for 2014 remained in force, since the existing top executives below the Executive Board at that time
were compensated on an individual basis forthe impact of the aforementioned pension reforms. The contribution to the CEO therefore remains an
age-dependent percentage of base salary and STV payout. Both Executive Board members have chosen to receive their full pension contributions
as taxable income, as opposed to applying tax deferral to the maximum amount possible.
Ifthe Company gives notice of termination oftheemployment agreement of Mr. Van Boxmeer for a reason which is not an urgent reason ('dringende
reden') within the meaning of the law, the Company shall pay severance compensation to Mr. Van Boxmeer on expiry of his employment agreement.
This severance compensation shall be set on the basis of the notion of reasonableness taking into account all the circumstances of the matter, including
whether Mr. Van Boxmeer shall be bound by a non-competition obligation and whether any allowance is paid by the Company in relation to this
non-competition obligation. In case of dismissal for cause ('ontslag met gegronde reden') whereby the cause for dismissal concerns unsatisfactory
functioning of Mr. Van Boxmeer, the severance compensation cannot exceed one year's base salary.
Ifthe Company gives notice of termination of the service agreement of Mrs. Debroux for a reason which is not an urgent reason ('dringende reden')
within the meaning of the law, or decides not to extend the service agreement upon its expiry, or ifthe AGM does not re-appoint Mrs. Debroux
as member of the Executive Board for a subsequent term, the Company shall pay Mrs. Debroux an amount equal to two years of base salary (in
the event of termination during or upon expiry of Mrs. Debroux's first four-yearterm), or an amount equal to one year base salary (in the event of
termination during or upon expiry of any subsequent term), respectively. This agreement with Mrs. Debroux was made in line with the best practice
provisions ofthe 2008 Dutch Corporate Governance Code. Underthe revised 2016 Code, the requirements regarding severance payments are more
stringent and as such the Company does not, strictly speaking, comply with best practice provision 3.2.3 during her first term (ending in April 2019).
The Company shall comply with the requirements in any subsequent terms after April 2019.
HEINEKEN does not provide loans to the members ofthe Executive Board.
