53
Remuneration Report (continued)
Part II - The Executive Board actual remuneration for performance ending in, or at year-end, 2017
ad (1) - Base salary
ad (2) - 2017 Short-term variable pay
Report of the
Report of the
Financial
Sustainability
Other
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
Heineken N.V. Annual Report 2017
The following table provides an overview of the Executive Board actual remuneration that became unconditional in, or at year-end, 2017. 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 120. The Supervisory Board conducted a scenario analysis with respect to possible outcomes of the
variable remuneration disclosed in this section.
2015-2017 Long-term
variable award Matching entitlements Extraordinary Share Grants
(2)2017 (4) Value of (5) No. of (6) Value of (9) Value of
Short-term (3) No. of performance matching matching (8) No. of extraordinary (10) Other
(1)Base variable pay performance shares vesting entitlements entitlements (7) Pension extraordinary shares vesting emoluments
salaryin€ in€ shares vesting in€ vesting vesting in€ costin€ sharesvesting in€ in€
Van Boxmeer 1,200,00 0 2,735,88 0 4 7,69 9 4,146,474 12,391 1,077,150 857,531 - - 20,948
Debroux 720,000 1,172,520 19,327 1,680,096 - - 142,157 - - 162,511
These base salaries have been paid to the members of the Executive Board for 2017.
The 2017 Short-term variable pay (STV) relatesto the performance year 2017, and becomes payable in 2018. The STV pay for 2017 was subject to
four performance measures: Organic Revenue Growth, Organic Net Profit beia Growth, Free Operating Cash Flow and Individual leadership measures,
each with a weight of 25%. The Supervisory Board determined the results against the pre-set targets on these measures as follows:
Organic Revenue Growth
between target and maximum performance
Organic Net Profit beia Growth
at maximum performance
Free Operating Cash Flow
at maximum performance
Individual leadership measures
between target and maximum performance
The resulting STV payout for 2017 is close to 163% 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 12 February 2018, the publication date of these financial statements.
In addition, the Executive Board members have had the opportunity to indicate before the end of the 2017 performance year whetherthey wished
to receive up to another 25% of their STV payout in additional investment shares; for 2017 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.
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
End of
blocking period
Value of investment
shares as of
31.12.2017 in €2
Van Boxmeer
2017
25%
13.02.2018
t.b.d.
683,970
31.12.2022
n.a.
2016
25%
16.02.2017
11,106
839,947
31.12.2021
965,445
2015
50%
11.02.2016
20,105
1,465,051
31.12.2020
1,747,728
2014
25%
12.02.2015
10,427
692,249
31.12.2019
906,419
2013
50%
13.02.2014
11,910
563,462
31.12.2018
1,035,336
Debroux
2017
25%
13.02.2018
t.b.d.
293,130
31.12.2022
n.a.
2016
25%
16.02.2017
4,760
359,999
31.12.2021
413,787
2015
50%
11.02.2016
5,713
416,306
31.12.2020
496,631
1 The number of investment shares awarded in relation to the STV payout for 2013 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 thatyear; the Award date of the investment shares is the day following.
2 The share price as of 31 December 2017 is €86.93.
