tiï O A
Corporate Governance Statement (continued)
Substantial shareholdings
Restrictions related to shares held
by FEMSA
Share plans
Change of control
Introductio^^^^^^^^^^H Report of the Executive Board^^^^^l Report of the Supervisory Board
Pursuant to the Financial Supervision Act (Wet
op het financieel toezicht) and the Decree on
Disclosure of Major Holdings and Capital Interests
in Issuing Institutions (Besluit melding zeggenschap
en kapitaalbelang in uitgevende instellingen), the
Netherlands Authority for the Financial Markets
has been notified about the following substantial
shareholdings regarding the Company:
Mrs. C.L. de Carvalho-Heineken (indirectly
50.005%; the direct 50.005% shareholder is
Heineken Holding N.V.).
Voting Trust (FEMSA) (indirectly 8.63%).
Upon completion (on 30 April 2010) of the
acquisition of the beer operations of Fomento
Económico Mexicano, S.A.B. de C.V. (FEMSA), CB
Equity LLP (belonging to the FEMSA Group) received
Heineken N.V. shares (and Heineken Holding N.V
shares). Pursuant to the Corporate Governance
Agreement of 30 April 2010 concluded between the
Company, Heineken Holding N.V., L'Arche Green N.V.,
FEMSA and CB Equity LLP the following applies:
Subject to certain exceptions, FEMSA, CB Equity
LLP, and any member of the FEMSA Group shall
not increase its shareholding in Heineken Holding
N.V. above 20% and shall not increase its holding
in the Heineken Group above a maximum of 20%
economic interest (such capped percentages
referred to as the 'Voting Ownership Cap').
Subject to certain exceptions, FEMSA, CB Equity
LLP and any member of the FEMSA Group
may not exercise any voting rights in respect
of any shares beneficially owned by it, if and to
the extent that such shares are in excess of the
applicable Voting Ownership Cap.
Unless FEMSA's economic interest in the Heineken
Group were to fall below 14%, the current FEMSA
control structure were to change or FEMSA were
to be subject to a change of control, FEMSA
is entitled to have two representatives on the
Company's Supervisory Board, one of whom
will be Vice-Chairman, who also serves as the
FEMSA representative on the Board of Directors
of Heineken Holding N.V.
There is a share-based Long-Term Incentive Plan
('LTIP') for both the Executive Board members and
senior management. Eligibility for participation
in the LTIP by senior management is based on
objective criteria.
Each year, performance shares are awarded to the
participants. Depending on the fulfilment of certain
predetermined performance conditions during a
three-year performance period, the performance
shares will vest and the participants will receive
Heineken N.V. shares.
Shares received by Executive Board members upon
vesting under the LTIP are subject to a holding
period of five years as from the date of award
of the respective performance shares, which is
approximately two years from the vesting date.
Heineken N.V. Annual Report 2018 O
Financial Statements Sustainability Review Other Information
Under the Short-Term Incentive Plan (STIP) for the
Executive Board, the Executive Board members
are entitled to receive a cash bonus subject to
the fulfilment of predetermined performance
conditions. The Executive Board members are
obliged to invest at least 25% of their STIP payout
in Heineken N.V. shares (investment shares) to be
delivered by the Company; the maximum they can
invest in Heineken N.V. shares is 50% of their STIP
payout (at their discretion).
The investment shares (which are acquired by the
Executive Board members in the year after the
year over which the STIP payout is calculated) are
subject to a holding period of five years as from
1 January of the year in which the investment
shares are acquired. Executive Board members are
entitled to receive one additional Heineken N.V.
share (a matching share) for each investment share
held by them at the end of the respective holding
period. The entitlement to receive matching shares
shall lapse upon the termination by the Company
of the employment agreement (in respect of Mr.
Van Boxmeer), or service agreement (in respect of
Mrs. Debroux), as the case may be, for an urgent
reason ('dringende reden') within the meaning of
the law or in case of dismissal for cause ('ontslag
met gegronde redenen') whereby the cause for
dismissal concerns unsatisfactory functioning of
the Executive Board member.
In exceptional situations, extraordinary share
entitlements may be awarded by the Executive
Board to employees. These share entitlements
are usually non-performance-related and the
employees involved are usually entitled to receive
Heineken N.V. shares after the expiry of a period
of time.
The shares required for the LTIP, the STIP and the
extraordinary share entitlements will be acquired
by the Company on the basis of an authorisation
granted by the AGM and subject to approval of the
Supervisory Board of the Company.
There are no important agreements to which the
Company is a party and that will automatically
come into force, be amended or be terminated
under the condition of a change of control over the
Company as a result of a public offer.
However, the contractual conditions of most of the
Company's important financing agreements and
notes issued (potentially) entitle the banks and
noteholders respectively to claim early repayment
of the amounts borrowed by the Company in the
situation of a change of control over the Company
(as defined in the respective agreement).
Also, some of HEINEKEN's important joint venture
agreements provide that in case of a change of
control over HEINEKEN (as defined in the respective
agreement), the other party to such agreement may
exercise its right to purchase HEINEKEN's shares in
the joint venture, as a result of which the respective
joint venture agreement will terminate.
