Remuneration Report (continued) Part II - The Executive Board actual remuneration for performance ending in, or at year-end, 2018 - - - - - - ad (1) - Base salary ad (2) - 2018 Short-term incentive O Q, Introduction Report of the Executive Board The following table provides an overview of the Executive Board actual remuneration that became unconditional in, or at year-end, 2018. For disclosures in line with IFRS reporting requirements, which are 'accrual-based' over earning/performance periods and partly depend on estimations/assumptions, see note 13.3 'Related parties' on page 109. The Supervisory Board conducted a scenario analysis with respect to possible outcomes of the variable remuneration disclosed in this section. 2016-2018 Long-term incentive Matching entitlements Extraordinary Share Grants (1) Base salary in (2) 2018 Short-term incentive in (3) No. of performance shares vesting (4) Value of performance shares vesting in (5) No. of matching entitlements vesting (6) Value of matching entitlements vesting in (7) Pension cost in (8) No. of extraordinary shares vesting (9) Value of extraordinary shares vesting in (10) Other emoluments in Van Boxmeer 1,250,000 2,730,000 41,820 3,228,504 11,910 919,452 872,781 48,919 Debroux 735,000 1,146,600 20,910 1,614,252 144,850 161,970 These base salaries have been paid to the members of the Executive Board for 2018. The 2018 Short-term incentive (STI) relates to the performance year 2018, and becomes payable in 2019. The STI for 2018 was subject to four performance measures: Organic Net Revenue Growth (weight: 35%), Organic Net Profit beia Growth (weight: 15%), Free Operating Cash Flow (weight: 25%) and Individual leadership measures (weight: 25%). The Supervisory Board determined the results against the pre-set targets on these measures as follows: Organic Net 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 threshold and target performance The resulting STI payout for 2018 is 156% of payout at target level for both members of the Executive Board. In line with policy, 25% of the STI payout is paid out in investment shares against the closing share price of 13 February 2019, the publication date of these financial statements. In addition, the Executive Board members have had the opportunity to indicate before the end of the 2018 performance year whether they wished to receive up to another 25% of their STI payout in additional investment shares; for 2018 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 Short-Term Incentive, including the related matching share entitlement. The table overleaf provides an overview of the investment shares at year-end that were awarded as part of STI 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. Report of the Supervisory Board Financial Statements Heineken N.V. Annual Report 2018 Sustainability Review Other Information

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2018 | | pagina 57