54
Remuneration Report (continued)
ad (3) - 2015-2017 Long-term variable award: number of performance shares vesting
ad (4) - 2015-2017 Long-term variable award: value of performance shares vesting
ad (5) - Number of matching entitlements vesting
ad (6) - Value of matching entitlements vesting
Report of the
Report of the
Financial
Sustainability
Other
Introduction
Executive Board
Supervisory Board
Statements
Review
Information
Heineken N.V. Annual Report 2017
The 2015-2017 Long-term variable award (LTV) relates to the performance period 2015-2017 and vests shortly after 12 February 2018, the
publication date of these financial statements. The vesting of the LTV award for performance period 2015-2017 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 2015-2017 will be equal to 163% of the vesting at target level. Forthe CEO this plan
performance implies that 47,699 shares will vest shortly after 12 February 2018, as a result of the 29,263 conditional performance shares granted to
him in 2015. Forthe CFO this plan performance implies that 19,327 shares will vest shortly after 12 February 2018, as a result of the 11,857 conditional
performance shares granted to herin 2015. The resulting share awards are defined in before-taxterms (i.e. before deduction ofwithholdingtaxdue);
the actual net shares awarded (i.e. after withholding tax due) remain blocked for an additional period of two years until 12 February 2020, 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 2017.
Grant date
No. of shares
conditionally
granted at
target level1
Value of shares
conditionally
granted as of the
grant date in
Vesting date2
No. ofshares
vesting on the
vesting date3
(before tax)
No. ofshares
vesting on the
vesting date4
(after tax)
End of
blocking period
Value of unvested
or blocked shares
asof 31.12.20175
in
Van Boxmeer
2017
25,260
1,910,414
02.2020
t.b.d.
t.b.d.
16.02.2022
1,112,878
2016
22,852
1,665,225
02.2019
t.b.d.
t.b.d.
11.02.2021
1,006,823
2015
29,263
1,942,771
13.02.2018
47,699
24,175
12.02.2020
2,101,533
2014
35,147
1,662,805
16.02.2017
61,508
31,143
13.02.2019
2,707,261
2013
34,179
1,877,452
11.02.2016
58,447
29,593
13.02.2018
2,572,519
Debroux
2017
12,630
955,207
02.2020
t.b.d.
t.b.d.
16.02.2022
724,996
2016
11,426
832,613
02.2019
t.b.d.
t.b.d.
11.02.2021
655,887
2015
11,857
787,186
13.02.2018
19,327
12,762
24.04.2020
1,109,401
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 before-tax terms (i.e. before deduction of withholding tax due).
4 Vested shares are disclosed in after-tax terms (i.e. after deduction of withholding tax due).
5 The value forthe grants in 2013,2014 and 2015 is based on the actual number of shares vesting on the vesting date aftertax withholding, i.e. after applying the relevant income tax rate, whereas the value forthe
grants in 2016 and 2017 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 currently prevailing
income tax rate. The share price as of 31 December 2017 is €86.93.
The value of performance shares vesting is based on the share price as of 31 December 2017 of €86.93.
These entries refer to the number of matching share entitlements that vested after year-end 2017, as a result of the investment in shares of part of the
STV payout for performance year 2012, and holding on to these investment shares until year-end 2017. Forthe CEO this number of matching shares
is the result of a 50% investment of this STV payout in investment shares at the time. Forthe CFO there is no vesting from this plan yet, given her later
appointment to the Executive Board on 23 April 2015.
The value of matching share entitlements vesting is based on the share price as of 31 December 2017 of €86.93.
