Heineken Holding N.V. Annual Report 2021

Established in Amsterdam

Profile

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Report of the Board of Directors

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Shareholder Information

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Report of the Board of Directors

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Heineken Holding N.V.

Heineken Holding N.V. share price

in €, Euronext Amsterdam

Market capitalisation

Shares outstanding as at 31 December 2021: 288,030,168 shares of €1.60 nominal value.

At a year-end price of €81.15 on 31 December 2021, the market capitalisation of Heineken Holding N.V. as at the balance sheet date was €23.4 billion.

Heineken Holding N.V. shares are traded on Euronext Amsterdam. Heineken Holding N.V.’s shares are also trading Over-the-Counter (OTC) in the USA as American Depositary Receipts (ADRs). The ratio between Heineken Holding N.V. ADRs and the ordinary Dutch (€ denominated) shares is 2:1, i.e. two ADRs represent one Heineken Holding N.V. share. Deutsche Bank Trust Company Americas acts as depositary bank for Heineken Holding N.V.'s ADR programme.

In 2021, the average daily trading volume of Heineken Holding N.V. shares was 89,792 shares (2020: 129,130 shares).

Shareholder Information

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Heineken N.V.

Heineken N.V. share price

in €, Euronext Amsterdam

Market capitalisation

Shares outstanding as at 31 December 2021: 575,594,561 shares of €1.60 nominal value (excluding own shares held by Heineken N.V.).

At a year-end price of €98.86 on 31 December 2021, the market capitalisation of Heineken N.V. as at the balance sheet date was €56.9 billion.

The shares of Heineken N.V. are traded on Euronext Amsterdam, where Heineken N.V. is included in the AEX Index.

Heineken N.V.’s shares are also trading Over-the-Counter (OTC) in the USA as American Depositary Receipts (ADRs). The ratio between Heineken N.V. ADRs and the ordinary Dutch (€ denominated) shares is 2:1, i.e. two ADRs represent one Heineken N.V. share. Deutsche Bank Trust Company Americas acts as depositary bank for Heineken N.V.'s ADR programmes.

Options on Heineken N.V. shares are listed on Euronext Amsterdam.

In 2021, the average daily trading volume of Heineken N.V. shares was 532,102 shares (2020: 730,451 shares).

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Contact Heineken Holding N.V. and Heineken N.V.

Further information on Heineken Holding N.V. is available by telephone +31 20 622 11 52.

Information on Heineken Holding N.V. and Heineken N.V. is also available from the Investor Relations department, telephone +31 20 523 95 90, or by e-mail: [email protected].

Further shareholder information is also available on the website www.heinekenholding.com.

Bondholder information

In September 2008, HEINEKEN established a Euro Medium Term Note (EMTN) Programme which was last updated in March 2021. The programme allows Heineken N.V. to issue Notes for a total amount of up to €20 billion. Approximately €10.1 billion is outstanding under the programme as at 31 December 2021.

1 Includes EUR 200 million tap issued on 15 July 2019.

2 Includes EUR 100 million tap issued on 5 June 2019.

The EMTN programme and the above Heineken N.V. Notes issued thereunder are listed on the Luxembourg Stock Exchange.

The above Heineken Asia MTN Pte. Ltd. Notes are listed on the Singapore Exchange.

HEINEKEN has a €2.0 billion Euro Commercial Paper (ECP) programme to facilitate its cash management operations and to further diversify its funding sources. There was no ECP in issue as per 31 December 2021.

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Board of Directors of Heineken Holding N.V.

Executive directors

Mrs C.L. de Carvalho-Heineken

1954 Dutch nationality

Executive director

Appointed in 1988; reappointed in 2019*

Profession:

Company director

No supervisory board seats (or non-executive board memberships) in Large Dutch Entities**

Other positions***: 

Board member of L’Arche Green N.V., L’Arche Holding B.V. and Stichting Administratiekantoor Priores (chairman)

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Introduction

Policy principles

Heineken Holding N.V. (the 'Company') has played an important role in HEINEKEN (Heineken Holding N.V., Heineken N.V., its subsidiaries and interests in joint ventures and associates) for seventy years. The Company seeks to promote the continuity, independence and stability of HEINEKEN. This creates the conditions which enable Heineken N.V. to pursue its long-term policy in the interest of the shareholders, the staff and other stakeholders.

The Company’s policy has been successful. Thanks in part to its unique and stable structure, HEINEKEN now has the widest international presence of all the world’s brewing groups and the Heineken® brand is the most trusted international beer brand in the world.

Activities

The Board of Directors held eight meetings with the Preparatory Committee of the Supervisory Board of Heineken N.V. in 2021.

The impact of the COVID-19 pandemic has been on the agenda of the Board of Directors during the year: employees’ health and safety as high priority, but also continued support for customers, suppliers and communities.

The CEO and Chairman of the Executive Board of Heineken N.V. provided several updates on project EverGreen. The project leverages both strengths and new opportunities to chart a next chapter of growth: deliver superior and profitable growth in a fast changing world, putting customers and consumers at the core by continually enhancing and expanding the HEINEKEN portfolio and footprint, focus on continuous productivity improvements and raising environmental and social sustainability ambitions. During the year it was announced to decarbonise the own HEINEKEN production by 2030 and the full value chain by 2040.

A recurrent element in all the meetings was discussion of the results of Heineken N.V.: volumes, revenues and operating profit organic growth, cost base, consolidation effects and foreign exchange effects were reviewed by region. Also the cash flows and bond issues were on the agenda. The CEO and Chairman of the Executive Board of Heineken N.V. commented on the impact of the pandemic in various markets and the development of the brand

portfolio in the different regions, paying particular attention in all cases to the development of the Heineken® brand. New propositions were discussed, such as a hard seltzer brand, e-commerce and technology upgrades. The developments in the economic and political situation, including currency volatility, in the different regions of the world were also addressed.

Other matters discussed during the year included proposals for acquisitions, investments, disposals and other opportunities for Heineken N.V. such as the redesign of the distribution in Brazil, the further acquisition of United Breweries Limited (UBL) in India resulting in majority shareholding and control, the investment in Star Pubs & Bars in the United Kingdom and the implementation agreement with Distell Group Holdings Limited, Namibia Breweries Limited and Ohlthaver & List Group of Companies to integrate their respective and relevant businesses in Southern Africa into one enlarged company.

On the agenda were the Heineken N.V. annual plan, cost management and dividend policy, funding ratios and the share price development.

The Board of Directors was presented with updates on the CFO succession and supported the appointment of Harold van den Broek as CFO as of 1 June 2021. The composition of the Supervisory Board and management development were also recurring items on the agenda.

There were informal discussions during the year regarding current business matters on which the opinion of the Board of Directors had been sought.

In addition to the meetings with the Preparatory Committee of the Supervisory Board of Heineken N.V. as described above, the Board of Directors also met separately on two occasions to discuss, among other things, the Report of the Board of Directors and the financial statements for 2020 and the first half of 2021. At the meeting of the Board of Directors at which the Report of the Board of Directors and the financial statements for 2020 were discussed, the external auditors, Deloitte Accountants B.V., gave a comprehensive report on their activities.

Mrs C.L. de Carvalho-Heineken and Mr M.R. de Carvalho, executive directors, travelled to Miami (United States of America) to open a brewery and to Athens (Greece) to visit the HEINEKEN office.

Review of 2021

Share price

The share price of the Heineken Holding N.V. share has increased from €77.80 at the beginning of the year to €81.15 on 31 December. The gap between the Heineken N.V. and Heineken Holding N.V. share prices moved between 12.32% and 17.95% through the year, ending at 17.91% on 31 December.

Price movements are shown in the graph on this page. More information regarding the shares can be found on page 5 of this Report.

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Overall, HEINEKEN expects  a stable to modest sequential improvement in operating profit margin (beia) in 2022. Whilst continuing to target 17% operating margin (beia) in 2023 and operating leverage beyond, there is increased uncertainty given current and evolving economic and input cost circumstances. Therefore, HEINEKEN will update the 2023 guidance later in the year.

HEINEKEN also anticipates:

•  An average effective interest rate (beia) broadly in line with 2021 (2021: 2.7%)

•  Capital expenditure related to property, plant and equipment and intangible assets of around €2 billion (2021: €1.6 billion)

•  An effective tax rate (beia) of around 28% (2021: 29.9%), back to the level of 2019

Financial statements and appropriation of result

The Board of Directors will submit the 2021 Financial Statements to the General Meeting of Shareholders. These financial statements, on pages 21 to 73 of this Report, have been audited by Deloitte Accountants B.V., whose report can be found on page 75.

Heineken N.V. proposes to distribute a dividend for 2021 of €1.24 per share of €1.60 nominal value of which €0.28 per share has already been paid as interim dividend on 11 August 2021.

The Board of Directors has resolved to vote at the Annual General Meeting of Shareholders of Heineken N.V. in favour of Heineken N.V.’s dividend proposal. On that basis, the dividend payable to the Company for 2021 totals €357 million in cash, of which €80 million has already been received by way of interim dividend. The final dividend due to the Company will therefore be €277 million

Like the holders of Heineken N.V. shares, holders of Heineken Holding N.V. shares will therefore receive a total dividend for 2021 of €1.24 per share of €1.60 nominal value of which €0.28 per share has already been paid as interim dividend. The final dividend of €0.96 per share will be payable to shareholders as of 3 May 2022.

price-mix in the second half was up 8.8% primarily driven by Nigeria, Brazil, Mexico and Europe, the latter benefiting from an improved channel mix. Total consolidated volume declined slightly by 0.3%, mainly impacted by the restrictions in the Asia Pacific region.

Beer volume grew 4.6% organically for the full year. In the fourth quarter, beer volume grew 6.2%, benefiting from fewer restrictions in Europe relative to last year, continued momentum in the Americas and AMEE, and a sequential recovery in Asia Pacific (APAC) relative to the third quarter.

More information on the performance and sustainability is provided in Heineken N.V.’s Annual Report.

Outlook

HEINEKEN launched its EverGreen strategy in February 2021 to future-proof its business and deliver superior, balanced growth for sustainable, long-term value creation. It requires HEINEKEN to constantly navigate the long-term transformation with the short-term financial delivery under fast-changing external circumstances. HEINEKEN is encouraged by the progress made, witnessed by the strong performance of its business in 2021 and how EverGreen is taking shape.

In 2022, HEINEKEN will continue to navigate an uncertain environment and expect COVID-19 to still have an impact on revenues. HEINEKEN's plans assume markets in APAC to progressively bounce back during the year, yet full recovery of the on-trade in Europe may take longer.

HEINEKEN also expects to be significantly impacted by inflation and supply chain resilience pressures. More specifically, HEINEKEN expects its input cost per hectolitre (beia) to increase in the mid-teens, given its hedged positions and the sharp increase in the prices of commodities, energy and freight. HEINEKEN will offset these input cost increases through pricing in absolute terms, which may lead to softer beer consumption.

Reflecting HEINEKEN's confidence in the long-term, it intends to reverse the cost mitigation actions undertaken in 2021 and to further step up its investments in brand support and its digital and sustainability initiatives. This investment will be partially offset by further delivery of gross savings from our productivity programme. These changes are expected to have a greater impact in the first half of the year.

Section 362, subsection 8, Book 2 of the Dutch Civil Code (Burgerlijk Wetboek) of using the same accounting policies for the valuation of assets and liabilities and determination of results in the Company Financial Statements as those used for the preparation of the Consolidated Financial Statements of Heineken Holding N.V. Since the interest in Heineken N.V. is measured using the net asset value method, the equity attributable to the shareholders of Heineken Holding N.V., amounting to €8,593 million, shown in the consolidated statement of financial position, is equal to the shareholders’ equity shown in the Company's balance sheet.

The Company’s 50.040% share in Heineken N.V.’s 2021 profit of €3,324 million is recognised as a profit of €1,663 million in the 2021 Company Income Statement.

Heineken N.V. performance in 2021 and outlook

Performance

Heineken N.V. posted a net profit of €3,324 million in 2021.

During 2021, HEINEKEN deployed its EverGreen strategy across the business, designed to emerge stronger from the COVID-19 crisis and adapt to new external dynamics for superior and balanced growth with enhanced profitability, whilst simultaneously raising the bar on sustainability and responsibility. 

HEINEKEN's superior growth ambition is grounded in building a favourable geographic footprint, its strong premium beer brands, including non-alcoholic variants and developing winning beverage propositions in fast-growing segments. 

Net revenue (beia) for the full year 2021 increased by 12.2% organically, with total consolidated volume growing by 3.6% and net revenue (beia) per hectolitre up 8.3%. The underlying price-mix on a constant geographic basis was up 7.1%, driven by assertive pricing and premiumisation, with the regions Americas and Africa, Middle East and Eastern Europe (AMEE) growing double-digits. Currency translation negatively impacted net revenue (beia) by €515 million or 2.6%, mainly driven by the Brazilian Real and the Nigerian Naira. The consolidation of United Breweries Limited (UBL) in India positively impacted net revenue (beia) by €280 million or 1.4%.

In the second half of the year, net revenue (beia) grew 10.6% organically. HEINEKEN took further pricing actions and accelerated net revenue (beia) per hectolitre growth to 11.0%. Underlying

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FEMSA, through its affiliates CB Equity LLP and CSC AP SA de CV, holds a 12.262% interest of the issued share capital of Heineken Holding N.V. In combination with its Heineken N.V. shareholding this represents a 14.76% economic interest in HEINEKEN.

Of the issued share capital of Heineken Holding N.V. 35.139% is held by public shareholders.

Management

Heineken Holding N.V. is managed by its Board of Directors, whose activities are directed towards implementing the policy principles outlined above. Heineken Holding N.V. has a one-tier board management structure. The Board of Directors comprises two executive directors (uitvoerende bestuurders) and seven non-executive directors (niet-uitvoerende bestuurders). The executive directors are charged with the day-to-day management and the

companies. Heineken N.V.’s Executive Board is accountable to Heineken N.V.’s Supervisory Board and to the General Meeting of Shareholders of Heineken N.V.

Heineken Holding N.V.’s income consists exclusively of dividends received on its interest in Heineken N.V. Every Heineken N.V. share held by Heineken Holding N.V. is matched by one share issued at the level of Heineken Holding N.V. The dividend payable on both shares is identical.

Corporate Governance Code

As a Dutch listed company, Heineken Holding N.V. is subject to the Code and is required to disclose in its Report of the Board of Directors to what extent it complies with the principles and best practice provisions of the Code. The guiding principle is that corporate governance requires a tailor-made approach and that non-application of individual provisions by a company may be justified. While Heineken Holding N.V. endorses the principles of the Code, the structure of HEINEKEN, and in particular the relationship between Heineken Holding N.V. and Heineken N.V., prevents Heineken Holding N.V. from applying a number of the Code’s best practice provisions. Most of the best practice provisions that Heineken Holding N.V. cannot comply with, are met by Heineken N.V. instead. This is further explained in the paragraphs below.

Substantial changes in the Company’s corporate governance structure and in the Company’s compliance with the Code, if any, will be submitted to the General Meeting of Shareholders for discussion under a separate agenda item (departure from the Code was last discussed at the Annual General Meeting of Shareholders on 19 April 2018).

Governance structure

Ownership

Heineken Holding N.V. has a 50.005% interest in the issued share capital of Heineken N.V. Both companies are listed on Euronext Amsterdam.

As at 31 December 2021 L’Arche Green N.V., a company owned by the Heineken family and the Hoyer family, holds a 52.599% interest of the issued share capital of Heineken Holding N.V. The Heineken family holds 88.86% of the issued share capital of L’Arche Green N.V. and the remaining 11.14% is held by the Hoyer family. Mrs C.L. de Carvalho-Heineken also owns a direct 0.03% stake in Heineken Holding N.V.

Corporate Governance Statement

Introduction

This Corporate Governance Statement forms part of the Report of the Board of Directors of Heineken Holding N.V. (the 'Company') for 2021. It addresses Heineken Holding N.V.'s corporate governance structure and the way Heineken Holding N.V. applies the principles and best practices of the Dutch Corporate Governance Code 2016 (the "Code"). The complete text of the Code is available at www.mccg.nl. This statement also includes the information that the Company is required to disclose pursuant to the Dutch governmental decree on Article 10 Takeover Directive (Besluit artikel 10 Overnamerichtlijn), the governmental decree on the disclosure of non-financial information, and Section 5:25c, subsection 2 sub c of the Financial Supervision Act (Wet op het financieel toezicht). Most of the required information has been integrated in this Corporate Governance Statement. For the information that is not integrated we refer to the section at the end of this Corporate Governance Statement.

Policy principles

Heineken Holding N.V. is a public company with limited liability incorporated under the laws of the Netherlands. Its shares are listed on the Amsterdam Stock Exchange, Euronext Amsterdam. Standing at the head of HEINEKEN, Heineken Holding N.V. is not an ordinary holding company. Since its formation in 1952, Heineken Holding N.V. seeks to promote the continuity, independence and stability of HEINEKEN. This creates the conditions which enable Heineken N.V. to pursue its long-term policy in the interest of the shareholders, the staff and other stakeholders.

Pursuant to the Articles of Association of Heineken Holding N.V., its main object is to manage or supervise the management of HEINEKEN and to provide services for Heineken N.V., in accordance with the policy principles outlined above. Heineken Holding N.V. does not engage in operational activities itself and employs no staff. The operational activities have been assigned within HEINEKEN to Heineken N.V. and its subsidiaries and associated companies. Within HEINEKEN, the primary duties of Heineken N.V.’s Executive Board are to initiate and implement corporate strategy and to manage Heineken N.V. and its related

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Appointment and dismissal of members of the Board of Directors

The members of the Board of Directors are appointed by the General Meeting of Shareholders from a non-binding recommendation drawn up by the Board of Directors.

The Board of Directors shall consist of:

(i)  one or more executive directors, who shall be charged in particular with the day-to-day management and the preparation and implementation of the Board of Directors’ resolutions, and

(ii)  three or more non-executive directors, who shall supervise the policy and functioning of the executive directors.

The majority of the members of the Board of Directors shall consist of non-executive directors.

The General Meeting of Shareholders may suspend and/or dismiss members of the Board of Directors by a resolution adopted by an absolute majority of the votes cast which represents at least one-third of the issued capital.

An executive director of the Board of Directors may also be suspended by the Board of Directors. The relevant executive director shall not participate in decision-making on his suspension. A resolution to suspend an executive director shall require a unanimous vote by all members of the Board of Directors except the executive director whose suspension is the subject of the motion. A suspension imposed by the Board of Directors may be lifted at any time by the General Meeting of Shareholders.

In the interest of preserving the core values and structure of HEINEKEN, the Company does not apply the maximum appointment period to non-executive directors of the Board of Directors who are:

(i)    related by blood or affinity in the direct line of descent of Mr A.H. Heineken,

(ii)  related by blood or affinity in the direct line of descent of Mr H.F. Hoyer,

(iii)  members of the Supervisory Board of Heineken N.V. Therefore, the Company does not fully comply with best practice provision 2.2.2 of the Code.

the Annual Report states those material risks and uncertainties that are relevant to the expectation of the Company's continuity for the period of twelve months after the preparation of the Annual Report.

Internal audit function

An internal audit function in relation to internal risk management and control is not present at the level of Heineken Holding N.V. as reviews of internal key processes, projects and systems, based on HEINEKEN’s strategic priorities and most significant risk areas, are performed by Heineken N.V.

Heineken Holding N.V. does therefore not apply best practice provisions 1.3.1 up to and including 1.3.6 of the Code. Please refer to the Heineken N.V. Report of the Executive Board for further information.

Misconduct and irregularities

Since Heineken Holding N.V. does not engage in any operational activities and employs no staff, a monitoring of suspected misconduct or irregularities cannot be performed. Heineken Holding N.V. does therefore not apply best practice provisions 2.6.1 up to and including 2.6.4 and 2.3.6 sub x of the Code.

Policy on bilateral contacts with shareholders

As bilateral contacts with shareholders (i.e. analyst meetings, analyst presentations, presentations to institutional or other investors and press conferences) take place at the level of Heineken N.V., the Company does not apply best practice provisions 4.2.2 and 4.2.3 of the Code. Heineken N.V.’s policy on bilateral contacts with shareholders and further relevant information can be found on: www.theheinekencompany.com.

Board of Directors

Composition

The Board of Directors consists of nine members:
Mr M. Das, non-executive director (chairman), executive directors Mrs C.L. de Carvalho-Heineken and Mr M.R. de Carvalho, and non-executive directors Mr J.A. Fernández Carbajal, Mrs C.M. Kwist, Mr A.A.C. de Carvalho, Mrs A.M. Fentener van Vlissingen, Mrs L.L.H. Brassey and Mr J.F.M.L. van Boxmeer.

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which he is not considered independent on the basis of best practice provision 2.1.8 sub vii of the Code.

Mrs C.M. Kwist is not independent pursuant to best practice provision 2.1.8 sub vii of the Code, as she is a member of the management board of L'Arche Green N.V., an entity that has a shareholding in Heineken Holding N.V. of at least 10%. She is also a member of the Hoyer family, the family that together with the Heineken family owns L’Arche Green N.V.

Mr A.A.C. de Carvalho is not considered independent pursuant to best practice provision 2.1.8 sub i of the Code, as he is a relative by blood of the executive members of the Company. In addition, pursuant to best practice provision 2.1.8 sub vi of the Code, Mr A.A.C. de Carvalho is not considered independent being the son of Mrs C.L. de Carvalho-Heineken, the latter having an indirect shareholding of at least 10% in the Company. Nor is Mr A.A.C. de Carvalho considered independent pursuant to best practice provision 2.1.8 sub vii of the Code, as he is a relative by blood of members of the management board of L'Arche Green N.V., an entity that has a shareholding in Heineken Holding N.V. of at least 10%.

Mrs L.L.H. Brassey is not considered independent pursuant to best practice provision 2.1.8 sub i of the Code, as she is a relative by blood of the executive members of the Company. In addition, pursuant to best practice provision 2.1.8 sub vi of the Code, Mrs L.L.H. Brassey is not considered independent being the daughter of Mrs C.L. de Carvalho-Heineken, the latter having an indirect shareholding of at least 10% in the Company. Nor is Mrs L.L.H. Brassey considered independent pursuant to best practice provision 2.1.8 sub vii of the Code, as she is a relative by blood of members of the management board of L'Arche Green N.V., an entity that has a shareholding in Heineken Holding N.V. of at least 10%.

Mr J.F.M.L. van Boxmeer does not qualify as independent pursuant to best practice provision 2.1.8 sub i of the Dutch Corporate Governance Code, as he has been Heineken N.V.’s CEO and Chairman of the Executive Board in the five years prior to his appointment.

Heineken Holding N.V. does not comply with best practice provision 5.1.3 of the Code as Mr M. Das, the chairman of the Board of Directors (i) used to be a former (executive) member of the Board of Directors prior to the implementation of the one-tier management structure, and (ii) is not considered independent

At the Annual General Meeting of Shareholders on 22 April 2021 Mr M. Das and Mr A.A.C. de Carvalho were reappointed as non-executive directors of the Board of Directors, each for the maximum period of four years. In addition, the Board of Directors has reappointed Mr M. Das as its chairman.

In accordance with the current rotation schedule, Mr J.A. Fernández Carbajal, Mrs A.M. Fentener van Vlissingen and Mrs L.L.H. Brassey will stand down at the Annual General Meeting of Shareholders on 21 April 2022. Non-binding recommendations, drawn up by the Board of Directors, will be submitted to the General Meeting of Shareholders on 21 April 2022 to reappoint Mr J.A. Fernández Carbajal, Mrs A.M. Fentener van Vlissingen and Mrs L.L.H. Brassey as non-executive directors of the Board of Directors, each for the maximum period of four years (i.e. until the end of the Annual General Meeting of Shareholders to be held in 2026).

A non-binding recommendation, drawn up by the Board of Directors, will be submitted to the General Meeting of Shareholders on 21 April 2022 to appoint Mr C.A.G. de Carvalho as non-executive director of the Board of Directors, for the maximum period of four years (i.e. until the end of the Annual General Meeting of Shareholders to be held in 2026).

Profile

The Board of Directors does not have a separate profile for its non-executive members due to the specific governance structure of the Board of Directors and aligns with the objectives as referred to in the profile of the members of the Supervisory Board of Heineken N.V., the Company therefore does not apply best practice provision 2.1.1 of the Code.

Diversity

Heineken Holding N.V. recognises the benefits of having a diverse Board. The policy of the Company is to have a balanced and diverse composition of the Board of Directors in terms of nationality, age, gender and educational, professional and geographical background and experience of the individual members.

With respect to gender, Dutch law stipulates that large Dutch public companies with one-tier boards, such as the Company, are deemed to have a balanced composition if at least one-third of the non-executive directors are female and at least one-third of the non-executive directors are male members. The non-executive

directors currently consist of three female and four male members; the composition is therefore deemed to be balanced. Currently, the executive directors of the Board of Directors are one female and one male member; the composition is deemed to be balanced as well.

The Board of Directors represents four nationalities (Dutch, English, Mexican and Belgian) and has an age range between 35 and 77. Furthermore, the members of the Board of Directors have varied academic and professional backgrounds.

Independence

Heineken Holding N.V. endorses the principle that the composition of the Board of Directors shall be such that its members are able to act critically and independently of one another and of any particular interests.

Given the structure of HEINEKEN, the Company is of the opinion that, in the context of promoting the continuity, independence and stability of HEINEKEN, it is in its best interest and that of its stakeholders that the Board of Directors includes a fair and adequate representation of persons who are related by blood or affinity in the direct line of descent of Mr A.H. Heineken or Mr H.F. Hoyer, or who are representatives of FEMSA, even if those persons would not, formally speaking, be considered ‘independent’ within the meaning of best practice provision 2.1.8 of the Code.

Currently, six of the seven non-executive directors of the Board of Directors do not qualify as ‘independent’ as per best practice provision 2.1.8 of the Code pursuant to which Heineken Holding N.V. does not comply with best practice provision 2.1.7 of the Code. These six non-executive directors do in a strictly formal sense not meet several criteria for being ‘independent’ as set out in the Code.

Mr M. Das does not qualify as independent pursuant to best practice provision 2.1.8 sub iii of the Code, as he had an important business relationship with Heineken Holding N.V. as advisor of the Company in the year prior to his appointment. Mr M. Das is also not independent pursuant to best practice provision 2.1.8 sub vii of the Code as he is a member of the management board of L'Arche Green N.V., an entity that holds at least 10% of the shares in the Company.

Mr J.A. Fernández Carbajal is a representative of FEMSA, which through its affiliates CB Equity LLP and CSC AP SA de CV, has a shareholding in Heineken Holding N.V. of at least 10%, pursuant to

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Given the specific structure of Heineken Holding N.V. certain best practice provisions under the remuneration related principles (3.1, 3.2 and 3.4 of the Code) that are inconsistent with the Company’s Remuneration Policy are not applied or are considered to be not applicable.

More information on how the policy was applied can be found in the Remuneration Report on page 19 and further and note 13.3 to the Consolidated Financial Statements.

General Meeting of Shareholders

Agenda

The Annual General Meeting of Shareholders shall be held each year within six months of the end of the financial year, the agenda for which shall, inter alia, include: 

•  consideration of the Management Report,

•  the adoption of the Remuneration Policy of the Board of Directors, insofar as adjustments to that policy lead to a new policy or at least every four years after adoption,

•  the Remuneration Report of the members of the Board of Directors for an advisory vote,

•  consideration and adoption of the Financial Statements,

•  discharge of the members of the Board of Directors in respect of their management and

•  announcement of the appropriation of profit and dividend.

Location

General Meetings of Shareholders shall be held in Amsterdam. Due to COVID-19 and in accordance with the Dutch Emergency Act, the General Meeting of Shareholders of 2021 was held fully virtual.

Convocation

The Board of Directors shall convene a General Meeting of Shareholders by convocation notice at least forty-two (42) days before the meeting. The convocation notice shall include the agenda of the meeting, the place and time of the meeting, as well as the procedure for participation in the meeting.

The Board of Directors is obliged to convene a General Meeting of Shareholders at the request of shareholders who together own at least 10% of the issued share capital. Such meeting shall be held within eight weeks of receipt of the request and shall consider the matters specified by those requesting the meeting, failing which the shareholders may seek judicial leave to call a General Meeting of Shareholders.

Attendance

The Board of Directors confirms that all non-executive directors of the Board of Directors have adequate time available to give sufficient attention to the concerns of the Company. In 2021, the attendance rate was 94% for the meetings of the Board of Directors.

In accordance with best practice provision 2.4.4 of the Code, the table below provides an overview of the attendance record of the individual non-executive directors of the Board of Directors. Attendance is expressed as a number of meetings attended out of the number eligible to attend. The Board of Directors met with the Preparatory Committee of the Supervisory Board of Heineken N.V. on eight occasions in 2021. In addition to the meetings with the Preparatory Committee of the Supervisory Board of Heineken N.V., the Board of Directors also met separately on two occasions to discuss, among other things, the Report of the Board of Directors and the financial statements for 2020 and the first half of 2021.

Conflict of interest

The Code, the Articles of Association and the Rules of the Board of Directors of the Company prescribe how to deal with conflicts of interest between the Company and members of the Board of Directors. In 2021, no transactions were reported under which a member of the Board of Directors had a conflict of interest that was of material significance.

Remuneration policy

Remuneration of the members of the Board of Directors was introduced by an amendment to the Articles of Association in 2001. In line with requirements under the European Shareholders' Rights Directive, implemented into Dutch law per 1 December 2019, the General Meeting of Shareholders of 23 April 2020 adopted the updated remuneration policy for the Board of Directors.

pursuant to best practice provisions 2.1.8 sub iii and vii of the Code, as described above.

The Board of Directors has ascertained that the non-executive directors in fact act critically and independently. However, Heineken Holding N.V. does not comply with best practice provision 2.1.7 and 2.1.9 of the Code and the Company does therefore not apply best practice provision 2.1.10 of the Code, to the extent that this provision provides that the Report of the Board of Directors shall state that best practice provisions 2.1.7 through 2.1.9 of the Code have been fulfilled.

Chairman of the Board of Directors

As a result of the specific structure, not all tasks of the chairman that are listed in best practice provision 2.3.6 of the Code can be applied. Best practice provisions 2.3.6 sub ii and 2.3.7 of the Code are also not applied as the Board of Directors has not appointed a vice-chairman.

Evaluation

The Board of Directors does not conduct sessions to evaluate its own functioning, and that of its individual members. Considering the governance structure of Heineken Holding N.V. and the activities of the Board of Directors for the Company, the Board of Directors feels that it has a sufficient view on the performance, working methods, procedures and functioning of the Board of Directors and its individual members. The Company therefore does not apply best practice provisions 2.2.6 up to and including 2.2.8 and 2.3.6 sub vi of the Code.

Committees

The Board of Directors has not installed committees as the establishment of such committees does not fit the specific structure of Heineken Holding N.V. The Company does therefore not apply best practice provisions 2.3.2 up to and including 2.3.5 and 2.3.6 sub v of the Code and related provisions. Although Heineken Holding N.V. does not have any committees itself, the relevant findings of the various committees of the Supervisory Board of Heineken N.V. are shared with Heineken Holding N.V. as the Board of Directors of Heineken Holding N.V. meets with the Preparatory Committee of Heineken N.V. on several occasions. Furthermore, Mr M. Das, Mr M.R. de Carvalho and Mr J.A. Fernández Carbajal have a double function as they are all a member of the Board of Directors of Heineken Holding N.V. as well as a member of the Supervisory Board of Heineken N.V.

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with meeting rights under Dutch law at the Company’s office and must be tabled for discussion at the next General Meeting of Shareholders.

Participation in person, by proxy or through electronic communication

Each shareholder is entitled, either in person or by proxy, to attend the General Meeting of Shareholders, to address the meeting and to exercise his or her voting rights. The Board of Directors may determine that the powers set out in the previous sentence may also be exercised by means of electronic communication. If a shareholder wants to exercise his or her rights by proxy, the written power of attorney must be received by the Company no later than on the date indicated for that purpose in the convocation notice. The convocation notice provides further information about the procedures for admittance to and representation at the General Meeting of Shareholders by written proxy.

Attendance register

Each person entitled to vote or otherwise entitled to attend a General Meeting of Shareholders, or their representatives, shall have to sign the attendance register, stating the number of shares and votes they represent.

Chairman of the General Meeting of Shareholders

The General Meeting of Shareholders shall be presided over by the chairman of the Board of Directors or, in his absence, by one of the members of the Board of Directors present at the meeting, to be appointed by the latter in consultation. If no members of the Board of Directors are present, the meeting shall appoint its own chairman.

Voting

All resolutions of the General Meeting of Shareholders shall be adopted by an absolute majority of the votes cast, unless Dutch law or the Company’s Articles of Association stipulate otherwise. Each share confers the right to cast one vote. Once cast, a vote cannot be revoked. Blank votes shall be deemed not to have been cast.

The Board of Directors may determine in the convocation notice that votes cast electronically in advance of the meeting are to be equated to votes cast during the meeting. No votes may be cast

Record date

For each General Meeting of Shareholders, Dutch law provides a record date for the exercise of the voting rights and participation in the meeting, which record date is the 28th day prior to the date of the meeting. The record date shall be included in the convocation notice, as well as the manner in which those entitled to attend and/or vote in the meeting can be registered and the manner in which they may exercise their rights. Only persons who are shareholders on the record date may participate and vote in the General Meeting of Shareholders.

The record date for the Annual General Meeting of Shareholders on 21 April 2022 has been set 28 days before the Annual General Meeting of Shareholders, i.e. on 24 March 2022.

Right of shareholders to include items on the agenda

An item that one or more shareholders which alone or together represent at least 1% of the issued capital have requested to be placed on the agenda shall be included in the notice of meeting or announced in a similar manner, provided that the Board of Directors receives the request in writing, which request is to be furnished with reasons or accompanied by a proposal for a resolution, not later than the 60th day before the date of the General Meeting of Shareholders. If shareholders have requested that an item be placed on the agenda, they shall explain this to the meeting and answer any questions thereon.

Best practice provision 4.1.6 of the Code states: "A shareholder should only exercise the right to put items on the agenda after they have consulted with the management board on this. If one or more shareholders intend to request that an item be put on the agenda that may result in a change in the company’s strategy, for example as a result of the dismissal of one or several management board or supervisory board members, the management board should be given the opportunity to stipulate a reasonable period in which to respond (the response time). The opportunity to stipulate the response time should also apply to an intention as referred to above for judicial leave to call a general meeting pursuant to Section 110, Book 2 of the Dutch Civil Code. The relevant shareholder should respect the response time stipulated by the management board, within the meaning of best practice provision 4.1.7."

Pursuant to best practice provision 4.1.7 of the Code, if the Board of Directors stipulates a response time, such period may not exceed 180 days from the date on which the Board of Directors is informed by one or more shareholders of their intention to place an item on the agenda to the date of the General Meeting of Shareholders at which the item is to be considered. The Board of Directors shall use the response time for further deliberation and constructive consultation. A response time may be stipulated only once for any given General Meeting of Shareholders and may not apply to an item in respect of which the response time has been previously stipulated.

Statutory cooling-off period

On 1 May 2021, a bill came into force that introduced a statutory cooling-off period of up to 250 days during which the General Meeting of Shareholders would not be able to dismiss, suspend or appoint members of the Board of Directors (or amend the provisions in the Articles of Association governing these matters) unless these matters were proposed by the Board of Directors. This cooling-off period can only be invoked by the Board of Directors in certain limited (hostile) events prescribed by Dutch law. Dutch law provides for certain early termination events. In addition, one or more shareholders that may (individually or jointly) exercise the right to include items on the agenda of the general meeting at the time that the cooling-off period is invoked, may request the Enterprise Chamber (Ondernemingskamer) of the Amsterdam Court of Appeals (Gerechtshof Amsterdam) for early termination of the cooling-off period. In some circumstances, the Enterprise Chamber must rule in favour of the request.

During the cooling-off period, if invoked, the Board of Directors must gather all relevant information necessary for a careful decision-making process. In this context, the Board of Directors must at least consult with shareholders representing at least three percent (3%) of the Company’s issued share capital at the time the cooling-off period was invoked. Formal statements expressed by these stakeholders during such consultations must be published on www.heinekenholding.com to the extent these stakeholders have approved that publication. Ultimately one week following the last day of the cooling-off period, the Board of Directors must publish a report in respect of its policy and conduct of affairs during the cooling-off period on www.heinekenholding.com. This report must also remain available for inspection by the shareholders and others

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18 months) to acquire own shares subject to the following conditions and with due observance of the law and the Articles of Association:

a.  the maximum number of shares which may be acquired is 10% of the issued share capital of the Company per 22 April 2021;

b.  transactions 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;

c.  transactions may be executed on the stock exchange or otherwise.

Issue of shares

On 22 April 2021 the General Meeting of Shareholders authorised the Board of Directors (for a period of 18 months) to issue shares or grant rights to subscribe for shares, with due observance of the law and the Articles of Association. The authorisation is limited to 10% of the issued share capital of the Company as per 22 April 2021.

The General Meeting of Shareholders on 22 April 2021 also authorised the Board of Directors, for a period of 18 months, to restrict or exclude shareholders’ pre-emptive rights in relation to the issue of shares or the granting of rights to subscribe for shares, with due observance of the law and the Articles of Association. The authorisation is limited to 10% of the issued share capital of the Company as per 22 April 2021.

Article 10 of the EU Takeover Directive Decree

Capital Structure

Heineken Holding N.V.’s issued capital consists of 288,030,168 shares (representing 100% of the capital) with a nominal value of €1.60 each. The shares are listed on Euronext Amsterdam. Each share carries one vote. All shares carry equal rights and are freely transferable (unless provided otherwise below).

Substantial shareholdings

Pursuant to the Financial Supervision Act and the Decree on Disclosure of Major Holdings and Capital Interests in Issuing Institutions (Besluit melding zeggenschap en kapitaalbelang in uitgevende instellingen Wft), the Netherlands Authority for the

prior to the record date. A shareholder who has voted electronically prior to the General Meeting of Shareholders remains entitled to attend and address the General Meeting of Shareholders, either in person or represented by a proxy granted in writing.

Voting results from the General Meeting of Shareholders will be made available at www.heinekenholding.com within 15 days of the meeting.

Resolutions to be adopted by the General Meeting of Shareholders

The General Meeting of Shareholders has authority to adopt resolutions concerning inter alia the following matters:

•  issue of shares by the Company or grant of rights to subscribe for shares (and authorisation of the Board of Directors to resolve that the Company issues shares or grants rights to subscribe for shares),

•  restriction or exclusion of pre-emptive rights (and authorisation of the Board of Directors to resolve that the Company restricts or excludes shareholder’s pre-emptive rights),

•  authorisation of the Board of Directors to resolve that the Company acquires its own shares other than for no consideration,

•  cancellation of shares and reduction of the share capital,

•  appointment of members of the Board of Directors from a non-binding recommendation drawn up by the Board of Directors,

•  the remuneration policy for the Board of Directors,

•  suspension and dismissal of members of the Board of Directors,

•  adoption of the financial statements,

•  discharge of the members of the Board of Directors in respect of their management,

•  the profit reservation and distribution policy,

•  a substantial change in the corporate governance structure,

•  (re)appointment of the external auditor,

•  amendment of the Articles of Association and

•  winding-up of the Company.

Board of Directors’ resolutions on any material change in the nature or identity of the Company or enterprise shall be subject to the approval of the General Meeting of Shareholders. This would at least include resolutions relating to:

a.  transfer of all or virtually all of the Company’s enterprise to a third party,

b.  entry into or termination of a lasting cooperation between the Company or a subsidiary and another legal entity or partnership or as general partner in a limited partnership or general partnership where such cooperation or termination thereof has material significance for the Company and

c.  acquisition or disposal by the Company or a subsidiary of an interest in the capital of another company amounting to one third or more of the Company’s assets as disclosed in its consolidated statement of financial position and notes thereto according to its most recently adopted financial statements.

Minutes

The draft minutes of the General Meeting of Shareholders are available at www.heinekenholding.com no later than three months after the General Meeting of Shareholders. Shareholders have the opportunity to provide comments in the subsequent three months, after which the minutes are adopted by the Chairman and the Secretary of the General Meeting of Shareholders. The adopted minutes are also available at www.heinekenholding.com and on request.

Provision of information

The Board of Directors shall provide the General Meeting of Shareholders with all the information it may require, unless there are compelling reasons to withhold it in the Company’s interest. If the Board of Directors withholds information on the grounds of the Company’s interest, it shall give its reasons for doing so.

Amendment of the Articles of Association

The Articles of Association may be amended by a resolution adopted by the General Meeting of Shareholders in which at least half of the issued capital is represented. A resolution to amend the Articles of Association must in all cases be stated in the notice of meeting and a copy of the resolution, containing the literal text of the proposed amendment, must be made available for inspection by shareholders. If the required capital is not represented at the meeting, a second General Meeting of Shareholders must be held within eight weeks of that meeting, at which a resolution to amend the Articles of Association may be adopted irrespective of the capital represented.

Acquisition of own shares

On 22 April 2021 the General Meeting of Shareholders authorised the Board of Directors (for the statutory maximum period of

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Financial Markets (AFM) has been notified about the following substantial shareholdings (i.e. of 3% or more) regarding the Company:

•  20 April 2018: Mrs C.L. de Carvalho-Heineken (0.03%, held directly; 52.60%, held indirectly through L'Arche Green N.V., L’Arche Holding B.V. and Stichting Administratiekantoor Priores);

•  30 April 2010: Voting Trust (FEMSA) (14.94%, held indirectly through its affiliate CB Equity LLP)*;

•  25 June 2020: Gardner Russo & Gardner LLC (2.99%, held directly);

•  24 January 2019: Lindsell Train Limited (5.02%, held directly).

* The AFM register for substantial shareholdings is no longer up-to-date. For the present situation reference is made to the organisation chart on page 12.

Restrictions related to shares

There are no restrictions on the voting rights on shares of Heineken Holding N.V. 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 Holding N.V. (and Heineken N.V.) shares. Pursuant to the Corporate Governance Agreement of 30 April 2010 concluded between Heineken Holding N.V., Heineken 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 HEINEKEN 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 HEINEKEN 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 Supervisory Board of Heineken N.V., one of whom will be vice-chairman, who also serves as the FEMSA representative on the Board of Directors of Heineken Holding N.V.

Share plans

Heineken Holding N.V. has no staff share plan or option plan.

Change of control

The Company is not a party to material agreements which are in any way subject to or affected by a change of control over the Company following a public offer as referred to in Section 5:70 of the Financial Supervision Act. There are no agreements under which Heineken Holding N.V. is liable to make any payment to members of the Board of Directors on resignation following a public offer as referred to in Section 5:70 of the Financial Supervision Act.

Decree on the disclosure of non-financial information

Due to the governance structure and its policy principles Heineken Holding N.V. does not have any policies regarding measures on (i) environmental, social and employee matters, (ii) ensuring that human rights are respected, and (iii) preventing corruption and bribery.

Heineken Holding N.V., as a holding company of Heineken N.V., recognises the importance of corporate social responsibility within HEINEKEN and supervises Heineken N.V. on the application thereof. As a result of the nature of its activities, Heineken Holding N.V. has no information to disclose on non-financial key performance indicators relevant to these activities. Please refer to the Heineken N.V. Sustainability Review for further information and the relevant policies in place at Heineken N.V.

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Remuneration Report

The updated Remuneration Policy for the Board of Directors of Heineken Holding N.V. was submitted for approval to the Annual General Meeting of Shareholders on 23 April 2020. The Annual General Meeting of Shareholders approved the updated policy with 99% favourable support.

The perspective and input of internal and external stakeholders as well as the public opinion have been taken into consideration in establishing and implementing the remuneration policy. HEINEKEN is also committed to an ongoing dialogue with shareholders and seeks the views of main shareholders before any material changes to remuneration arrangements are put forward for approval.

This Remuneration Report includes two sections:

Part I

Describes the prevailing Board of Directors remuneration policy, as adopted by the Annual General Meeting of Shareholders on 23 April 2020, and as it has been implemented in 2021.

Part II

Provides details of the Board of Directors actual remuneration for performance ending in, or at year-end, 2021.

Part I  REMUNERATION POLICY

Remuneration principles

The Board of Directors Remuneration Policy is designed to attract and retain high-class and diverse profiles with relevant skills and experience that are required to perform the duties of the Board of Directors and ensures appropriate corporate governance by meeting the following key principles:

Support the business strategy

We align our Remuneration Policy with business strategies focused on creating long-term sustainable growth and shareholder value.

Pay for purpose

We align our Remuneration Policy to promote the independence and objectivity of our members of the Board of Directors, which is a key element to best serve the long-term interest of the Company.

Pay competitively

We set remuneration levels to be competitive with other relevant multinational corporations of similar size and complexity.

While establishing and implementing the policy, the perspective and input of internal and external stakeholders and the external environment in which HEINEKEN operates, are taken into consideration. HEINEKEN is also committed to an ongoing dialogue with shareholders and seeks the views of significant shareholders before any material changes to remuneration arrangements are put forward for approval.

Summary overview of remuneration elements

The Board of Directors Remuneration Policy is simple and transparent in design, and consists of the following key elements:

Members of the Board of Directors are not eligible for incentive awards or pension.

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Table 1  Remuneration Board of Directors

*  Includes the remuneration received as member of the Supervisory Board of Heineken N.V., please refer to table 1 BIS.

1 Appointed as non-executive director of Heineken Holding N.V. as of 19 April 2018.

2 Appointed as non-executive director of Heineken Holding N.V. as of 19 April 2018.

3 Appointed as non-executive director of Heineken Holding N.V. as of 1 June 2020.

4 See previous page for more information regarding the remuneration Mr J.F.M.L. van Boxmeer.

Table 1 BIS  Remuneration of members of the Supervisory Board from Heineken N.V.

Statement of the Board of Directors

In accordance with Section 5:25c, subsection 2 sub c of the Financial Supervision Act, we confirm that, to the best of our knowledge,

•  the financial statements in this Annual Report 2021 give a true and fair view of our assets and liabilities, our financial position as at 31 December 2021, and the results of our consolidated operations for the financial year 2021; and

•  the Report of the Board of Directors includes a fair review of the position as at 31 December 2021 and the development and performance during the financial year 2021 of Heineken Holding N.V. and the undertakings included in the consolidation taken as a whole, and describes the principal risks that Heineken Holding N.V. faces.

Amsterdam, 15 February 2022

Board of Directors

Mr M. Das, non-executive director (chairman)

Mrs C.L. de Carvalho-Heineken, executive director

Mr M.R. de Carvalho, executive director

Mr J.A. Fernández Carbajal, non-executive director

Mrs C.M. Kwist, non-executive director

Mr A.A.C. de Carvalho, non-executive director

Mrs A.M. Fentener van Vlissingen, non-executive director

Mrs L.L.H. Brassey, non-executive director

Mr J.F.M.L. van Boxmeer, non-executive director

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Notes to the Heineken Holding N.V. Financial Statements