51
Corporate Governance statement
Introduction
Sustainability
Review
Other
Information
Financial
Statements
Report
of the
Supervisory
Board
Report
of the
Executive
Board
As part of the transaction in February 2023, the
Company purchased 7,782,100 shares in the
Company at a price of €91 per share (totalling
€708 million) and 3,891,050 shares in Heineken
Holding N.V. at a price of €75 per share (totalling
€292 million) for an aggregate amount of €1 billion.
As a consequence of the sale by FEMSA, the CGA
has terminated.
The Company intends to keep the purchased
Heineken N.V. shares in treasury and the purchased
Heineken Holding N.V. shares on its balance sheet.
The Company is grateful to FEMSA for its contribution
and support to the HEINEKEN Group over the past
thirteen years and to the respective Supervisory Board
members for their valuable contributions and their
commitment.
On 15 February 2023, FEMSA announced that it
intended to divest its full shareholding in the
Company and in Heineken Holding N.V. and that
FEMSA’s representatives, Mr. Fernandez Carbajal and
Mr. Camacho Beltran, would resign from the
Company’s Supervisory Board and from Heineken
Holding N.V.’s Board of Directors with immediate
effect.
FEMSA subsequently sold its shares in the Company
and Heineken Holding N.V. in two tranches, in
February 2023 and May 2023.
Subsequently, the Company purchased from FEMSA
approx. 2.5 million shares in the Company at a price of
€92.75 per share (totalling €235 million) and approx.
1.3 million shares in Heineken Holding N.V. at a price
of €77.25 per share (totalling €98 million) for an
aggregate amount of €333 million in May 2023.
Share plans
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.
Under the Short-Term Incentive Plan (STIP) for the
Executive Board, Executive Board members are
entitled to receive a cash bonus subject to the
fulfilment of predetermined performance conditions.
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.
The entitlement to receive matching shares shall lapse
upon the termination by the Company of the service
agreements of Mr. Van den Brink and Mr. Van den
Broek, 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.
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 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.
Also, some of the Company’s important joint
venture agreements provide that in case of a
change of control over the Company (as defined in
the respective agreement), the other party to such
agreement may exercise its right to purchase the
Company’s shares in the joint venture, as a result
of which the respective joint venture agreement
will terminate.
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.
Change of control
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).
Appointment and dismissal of Supervisory and
Executive Board members
Members of the Supervisory Board and the Executive
Board are appointed by the AGM on the basis of a
non-binding nomination by the Supervisory Board.
The AGM can dismiss members of the Supervisory
Board and the Executive Board by a majority of the
votes cast, if the subject majority at least represents
one-third of the issued capital.
Amendment of the Articles of Association
The Articles of Association can be amended by
resolution of the AGM in which at least half of the
issued capital is represented and exclusively either at
the proposal of the Supervisory Board or at the
proposal of the Executive Board that has been
approved by the Supervisory Board, or at the proposal
of one or more shareholders representing at least half
of the issued capital.
Acquisition of own shares
On 20 April 2023, the AGM authorised the Executive
Board (for the statutory maximum period of 18
months) to acquire own shares subject to the
following conditions and with due observance of the
law and the Articles of Association (which require the
approval of the Supervisory Board):
The maximum number of shares which may be
acquired is 10% of the issued capital of the Company
as per 20 April 2023.
T ransactions must be executed at a price between the
nominal value of the shares and 110% of the opening
price quoted for the shares in the Official Price List
(Officiële Prijscourant) of Euronext Amsterdam on the
date of the transaction or, in the absence of such a
price, the latest price quoted therein.
T ransactions may be executed on the stock exchange
or otherwise.
The authorisation may be used in connection with the
LTIP and the STIP for the members of the Executive
Board and the LTIP for senior management, but may
also serve other purposes, such as acquisitions. A new
authorisation will be submitted for approval at the next
AGM on 25 April 2024.
Heineken
N.V.
Annual
Report
2023
FEMSA
Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA)
was a significant shareholder in the HEINEKEN group
as of 2010. Upon completion of the acquisition of the
beer operations from FEMSA, CB Equity LLP
(belonging to the FEMSA group) received shares in
the HEINEKEN group and furthermore the relevant
parties entered into a Corporate Governance
Agreement (CGA) on 30 April 2010.
