Remuneration Report (continued) ad (3) - 2016-2018 Long-term incentive: number of performance shares vesting O Q, Introduction Report of the Executive Board Value of investment Value of investment STI payout for of STI payout invested in shares Award date No. of investment shares awarded1 shares as of the award date in End of blocking period shares as of 31.12.20182 in Van Boxmeer 2018 25% 14.02.2019 t.b.d. ca. 682,500 31.12.2023 n.a. 2017 25% 13.02.2018 8,326 683,898 31.12.2022 642,767 2016 25% 16.02.2017 11,106 839,947 31.12.2021 857,383 2015 50% 11.02.2016 20,105 1,465,051 31.12.2020 1,552,106 2014 25% 12.02.2015 10,427 692,249 31.12.2019 804,964 Debroux 2018 25% 14.02.2019 t.b.d. ca. 286,650 31.12.2023 n.a. 2017 25% 13.02.2018 3,568 293,076 31.12.2022 275,450 2016 25% 16.02.2017 4,760 359,999 31.12.2021 367,472 2015 50% 11.02.2016 5,713 416,306 31.12.2020 441,044 1 The number of investment shares awarded in relation to the STI payout for 2013 and beyond is determined by dividing the part of the STI payout that is invested in shares by the closing share price of the date of publication of the financial statements for that year; the Award date of the investment shares is the 2 The share price as of 31 December 2018 is €77.20. The 2016-2018 Long-term incentive (LTI) relates to the performance period 2016-2018 and vests shortly after 13 February 2019, the publication date of these financial statements. The vesting of the LTI award for performance period 2016-2018 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 Net Revenue Growth at maximum performance Organic EBIT beia Growth at maximum performance Earnings Per Share (EPS) beia Growth between target and maximum performance Free Operating Cash Flow at maximum performance As a result, the vesting of the LTI grant for performance period 2016-2018 will be equal to 183% of the vesting at target level. For the CEO this plan performance implies that 41,820 shares will vest shortly after 13 February 2019, as a result of the 22,852 conditional performance shares granted to him in 2016. For the CFO this plan performance implies that 20,910 shares will vest shortly after 13 February 2019, as a result of the 11,426 conditional performance shares granted to her in 2016. The resulting share awards are defined in before-tax terms (i.e. before deduction of withholding tax due); the actual net shares awarded (i.e. after withholding tax due) remain blocked for an additional period of two years until 11 February 2021, also in case of resignation during that period. Revision and clawback provisions apply to this award. The table below provides an overview of outstanding LTI awards (awards granted but not yet vested, or awards vested but still blocked) as of 31 December 2018. Heineken N.V. Annual Report 2018 Report of the Supervisory Board Financial Statements Sustainability Review Other Information

Jaarverslagen en Personeelsbladen Heineken

Jaarverslagen | 2018 | | pagina 58