heiho-2022-12-31-en

Contents



	2	Profile

01	Shareholder Information

page	5	Heineken Holding N.V.
	6	Heineken N.V.
	7	Investor Relations
	8	Bondholder Information

02	Report of the Board of Directors

	10	Board of Directors of Heineken Holding N.V.
	11	Introduction
	11		Policy Principles
	11		Activities
	11		Review of 2022
	12		Heineken N.V. Performance in 2022 and Outlook
	12		Financial Statements and Appropriation of Result
	13	Corporate Governance Statement
	13		Introduction
	14		Board of Directors
	16		General Meeting of Shareholders
	19		Article 10 of the EU Takeover Directive Decree
	19		Decree on the Disclosure of Non-Financial Information
	20	Remuneration Report



03	Financial Statements 2022

page	23	Contents
	24	Heineken Holding N.V. Income Statement
	24	Heineken Holding N.V. Balance Sheet
	25	Heineken Holding N.V. Shareholders' Equity
	26	Notes to the Heineken Holding N.V. Financial Statements

	28	Consolidated Income Statement
	28	Consolidated Statement of Other Comprehensive Income
	29	Consolidated Statement of Financial Position
	30	Consolidated Statement of Cash Flows
	31	Consolidated Statement of Changes in Equity
	32	Notes to the Consolidated Financial Statements

04	Other Information

	78	Provisions of the Articles of Association concerning appropriation of profit
	78	Independent Auditor’s Report
	85	Glossary
	86	Information




		Statement – The pdf and iXBRL viewer copy of the Annual Report of Heineken Holding N.V. for the year 2022 is not in the ESEF-format as specified by the European Commission in Regulatory Technical Standard on ESEF (Regulation (EU) 2019/815). The ESEF reporting package is available at www.heinekenholding.com.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information


01			Shareholder Information
01			Shareholder Information

			Heineken Holding N.V. Annual Report 2022
			Heineken Holding N.V. Annual Report 2022

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Heineken Holding N.V.

Heineken Holding N.V. shares

The shares of Heineken Holding N.V. are traded on Euronext Amsterdam. The shares are listed under

ISIN code NL0000008977. Prices for the shares may be accessed on Bloomberg under the symbol

HEIO.NA and on the Reuters Equities 2000 Service under HEIO.AS.

In 2022, the average daily trading volume of Heineken Holding N.V. shares was 119,625 shares

(2021: 89,792 shares).

Market capitalisation

Shares outstanding as at 31 December 2022: 288,030,168 shares of €1.60 nominal value.

At a year-end price of €72.05 on 30 December 2022, the market capitalisation of Heineken

Holding N.V. as at the balance sheet date was €20.8 billion.

Substantial shareholdings

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 Wft), the Netherlands Authority for the

Financial Markets (AFM) has been notified of the following substantial shareholdings (i.e. of 3% or

more) regarding Heineken Holding N.V.:

■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)*;

■6 April 2022: Lindsell Train Limited (4.99%, 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 13.



Year-end-price 30 December 2022 €72.05	Highest closing price 17 January 2022 €84.80		Lowest closing price 8 March 2022 €64.05
Year-end-price 30 December 2022 €72.05	Highest closing price 17 January 2022 €84.80		Lowest closing price 8 March 2022 €64.05

Heineken Holding N.V. share price in €, Euronext Amsterdam		Dividend per share* in €


Year-end price	Average trade in 2022	The 2022 dividend proposal is subject to shareholder approval. * Before 2018 this applied to ordinary shares.
Year-end price	Average trade in 2022
Share price range	119,625 shares per day
Share price range	119,625 shares per day

Nationality Heineken Holding N.V. shareholders

in %

Based on 101.2 million shares in free float (excluding the holding of L’Arche Green N.V. and FEMSA in Heineken Holding N.V.)

2022

2021



			Americas
			Americas
			United kingdom / Ireland
			United kingdom / Ireland
			Rest of Europe
			Rest of Europe
			Rest of the world
			Rest of the world
			Retail
			Retail
			Netherlands
			Netherlands
			Unidentified
			Unidentified

Source: CMi2i estimate based on available

information December 2022

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Heineken N.V.

Heineken N.V. shares and options

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

main AEX Index. The shares are listed under ISIN code NL0000009165. Prices for the shares may be

accessed on Bloomberg under the symbol HEIA.NA and on the Reuters Equities 2000 Service under

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

In 2022, the average daily trading volume of Heineken N.V. shares was 634,735 shares (2021:

532,102 shares).

Market capitalisation

Shares outstanding as at 31 December 2022: 575,318,212 shares of €1.60 nominal value (excluding

own shares held by Heineken N.V.).

At a year-end price of €87.88 on 30 December 2022, the market capitalisation of Heineken N.V. as

at the balance sheet date was €50.6 billion.

Substantial shareholdings

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 Wft), the Netherlands Authority for the

Financial Markets (AFM) has been notified of the following substantial shareholdings (i.e. of 3% or

more) regarding Heineken N.V.:

■1 November 2006: Mrs C.L. de Carvalho-Heineken (indirectly 50.005% through L’Arche

Holding S.A.; the direct 50.005% shareholder is Heineken Holding N.V.)*; and

■19 September 2017: Voting Trust (FEMSA) (8.63%, through its affiliate CB Equity LLP) (initial

notification: 30 April 2010).

* 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 13.



Year-end-price 30 December 2022 €87.88	Highest closing price 17 January 2022 €104.10		Lowest closing price 8 March 2022 €79.20
Year-end-price 30 December 2022 €87.88	Highest closing price 17 January 2022 €104.10		Lowest closing price 8 March 2022 €79.20

Heineken N.V. share price in €, Euronext Amsterdam		Dividend per share in €


Year-end price	Average trade in 2022	The 2022 dividend proposal is subject to shareholder approval.
Year-end price	Average trade in 2022
Share price range	634,735 shares per day
Share price range	634,735 shares per day

Nationality Heineken N.V. shareholders

in %

Based on 238.3 million shares in free float (excluding the holding of Heineken Holding N.V.and FEMSA in Heineken N.V.)

2022

2021



			Americas
			Americas
			United kingdom / Ireland
			United kingdom / Ireland
			Rest of Europe
			Rest of Europe
			Rest of the world
			Rest of the world
			Retail
			Retail
			Netherlands
			Netherlands
			Unidentified
			Unidentified

Source: CMi2i estimate based on available

information December 2022

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Investor Relations

Investor relations

HEINEKEN is committed to maintaining an open and constructive dialogue with shareholders and

bondholders. HEINEKEN aims to keep them updated by informing clearly, accurately and in a timely

manner about HEINEKEN's strategy, performance and other matters and developments that could

be relevant to investors’ decisions.

ADR

Heineken Holding N.V. and Heineken N.V.’s shares are trading Over-the-Counter (OTC) in the USA as

American Depositary Receipts (ADRs). There are two separate HEINEKEN ADR programmes

representing ownership respectively in: 1) Heineken N.V. and 2) Heineken Holding N.V. For both

programmes, the ratio between the ADRs and the ordinary Dutch (€ denominated) shares is 2:1,

i.e. two ADRs represent one Heineken Holding N.V. or Heineken N.V. ordinary share. Deutsche Bank

Trust Company Americas acts as depositary bank for HEINEKEN’s ADR programmes.


Heineken N.V.	Heineken Holding N.V.
Ticker: HEINY	Ticker: HKHHY
ISIN: US4230123014	ISIN: US4230081014
CUSIP: 423012301	CUSIP: 423008101
Structure: Sponsored Level I ADR	Structure: Sponsored Level I ADR
Exchange: OTCQX	Exchange: OTCQX
Ratio (DR:ORD): 2:1	Ratio (DR:ORD): 2:1

ADR contact information

Deutsche Bank Shareholder Services

c/o AST

6201 15th Avenue Brooklyn, NY 11219, USA

E-mail: [email protected]

Shareholder Service (toll-free) Tel. +1 866 249 2593

Shareholder Service (international) Tel. +1 718 921 8137

www.astfinancial.com


Financial calendar in 2023 for both Heineken Holding N.V. and Heineken N.V.
Announcement of 2022 results	15 February
Publication of Annual Report 2022	23 February
Trading update first quarter 2023	19 April
Annual General Meeting of Shareholders*	20 April
Quotation ex-final dividend 2022	24 April
Final dividend 2022 payable	2 May
Announcement of half-year results 2023	31 July
Quotation ex-interim dividend 2023	2 August
Interim dividend 2023 payable	10 August
Trading update third quarter 2023	25 October

* Shareholders of Heineken Holding N.V. are entitled to attend the meetings of shareholders in Heineken N.V., to put questions at those

meetings and to participate in the discussions.

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

Further information on Heineken Holding N.V. is available on the website www.heinekenholding.com.

and by telephone on +31 20 622 11 52.

Further information on Heineken N.V. is available on the website www.theheinekencompany.com.

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].

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Bondholder Information

In September 2008, HEINEKEN established a Euro Medium Term Note (EMTN) Programme which

was last updated in March 2022. The programme allows Heineken N.V. to issue Notes for a total

amount of up to €20 billion. Approximately €9.8 billion is outstanding under the programme as at

31 December 2022.


Traded Heineken N.V. Notes	Issue date	Total face value		Interest rate	Maturity	ISIN code
144A/RegS 2023	10 Oct 2012	USD	1,000 million	2.750%	1 Apr 2023	US423012AD54
EUR EMTN 2023	23 Oct 2015	EUR	140 million	1.700%	23 Oct 2023	XS1310154536
EUR EMTN 2024	19 Mar 2012	EUR	500 million	3.500%	19 Mar 2024	XS0758420748
EUR EMTN 2024	7 Dec 2015	EUR	460 million	1.500%	7 Dec 2024	XS1330434389
EUR EMTN 2025	25 Mar 2020	CHF	100 million	0.638%	25 Mar 2025	XS2145099201
EUR EMTN 2025	30 Mar 2020	EUR	600 million	1.625%	30 Mar 2025	XS2147977479
EUR EMTN 2025	2 Aug 2012	EUR	750 million	2.875%	4 Aug 2025	XS0811555183
EUR EMTN 2025	20 Oct 2015	EUR	225 million	2.000%	20 Oct 2025	XS1309072020
EUR EMTN 2026	4 May 2016	EUR	1,000 million1	1.000%	4 May 2026	XS1401174633
EUR EMTN 2027	29 Nov 2016	EUR	500 million	1.375%	29 Jan 2027	XS1527192485
EUR EMTN 2027	17 Sep 2018	EUR	600 million	1.250%	17 Mar 2027	XS1877595444
144A/RegS 2028	29 Mar 2017	USD	1,100 million	3.500%	29 Jan 2028	US423012AF03
EUR EMTN 2029	30 Jan 2014	EUR	200 million	3.500%	30 Jul 2029	XS1024136282
EUR EMTN 2029	3 Oct 2017	EUR	800 million	1.500%	3 Oct 2029	XS1691781865
EUR EMTN 2030	30 Mar 2020	EUR	800 million	2.250%	30 Mar 2030	XS2147977636
EUR EMTN 2031	17 Sep 2018	EUR	750 million2	1.750%	17 Mar 2031	XS1877595014
EUR EMTN 2032	12 May 2017	EUR	500 million	2.020%	12 May 2032	XS1611855237
EUR EMTN 2033	15 Apr 2013	EUR	180 million	3.250%	15 Apr 2033	XS0916345621
EUR EMTN 2033	7 May 2020	EUR	650 million	1.250%	7 May 2033	XS2168629967
EUR EMTN 2033	19 Apr 2013	EUR	100 million	2.562%	19 Apr 2033	XS0920838371
EUR EMTN 2040	7 May 2020	EUR	850 million	1.750%	7 May 2040	XS2168630205
144A/RegS 2042	10 Oct 2012	USD	500 million	4.000%	1 Oct 2042	US423012AE38
144A/RegS 2047	29 Mar 2017	USD	650 million	4.350%	29 Mar 2047	US423012AG85

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.

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 2022.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information


02			Report of the Board of Directors
02			Report of the Board of Directors

			Heineken Holding N.V. Annual Report 2022
			Heineken Holding N.V. Annual Report 2022

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

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

Supervisory board seats (or non-

executive board memberships) in

Large Dutch Entities**:

None

Other positions***:

Board member of L’Arche Green N.V.,

L’Arche Holding B.V. and Stichting

Administratiekantoor Priores (chairman)

NON-EXECUTIVE DIRECTORS

Mr M. Das

1948 Dutch nationality

Non-executive director (chairman)

Appointed in 1994; reappointed in 2021*

Profession:

Lawyer

Supervisory board seats (or non-

executive board memberships) in

Large Dutch Entities**:

Heineken N.V.

Other positions***:

Board member of L’Arche Green N.V.

(chairman), L’Arche Holding B.V. and

Stichting Administratiekantoor Priores

Mr J.A. Fernández Carbajal

1954 Mexican nationality

Non-executive director

Appointed in 2010; reappointed in 2022*

Profession:

Executive Chairman Fomento Económico

Mexicano S.A.B. de C.V. (FEMSA)

Supervisory board seats (or non-

executive board memberships) in

Large Dutch Entities**:

Heineken N.V.

Other positions***:

Coca-Cola Fomento Económico Mexicano

S.A.B. de C.V. (Chairman); Tecnológico de

Monterrey (Chairman); participates on the

Board of Industrias Peñoles S.A.B. de C.V.;

Term Member of the MIT Corporation,

Member of the Board of Global Advisors of

the Council for Foreign Relations

Mrs C.M. Kwist

1967 Dutch nationality

Non-executive director

Appointed in 2011; reappointed in 2019*

Profession:

Company director

Supervisory board seats (or non-

executive board memberships) in

Large Dutch Entities**:

Picnic International B.V.

Other positions***:

Managing director of Greenfee B.V.; Board

member of L’Arche Green N.V.

Mr A.A.C. de Carvalho

1984 Dutch and British nationality

Non-executive director

Appointed in 2013; reappointed in 2021*

Profession:

Company director

Supervisory board seats (or non-

executive board memberships) in

Large Dutch Entities**:

None

Other positions***:

Board member of Stichting

Administratiekantoor Priores

Mr M.R. de Carvalho

1944 British nationality

Executive director

Appointed in 2015; reappointed in 2019*

Profession:

Chairman of Capital Generation Partners

(CapGen)

Supervisory board seats (or non-

executive board memberships) in

Large Dutch Entities**:

Heineken N.V.

Other positions***:

Board member of L’Arche Green N.V.,

Independent Board Member Koç Holding

Mrs A.M. Fentener van

Vlissingen

1961 Dutch nationality

Non-executive director

Appointed in 2018; reappointed in 2022*

Profession:

Company director

Supervisory board seats (or non-

executive board memberships) in

Large Dutch Entities**:

SHV Holdings N.V. (chairman)

Other positions***:

Board member of Lhoist; Member of the

Global Advisory Council of Bank of America

Mrs L.L.H. Brassey

1986 Dutch and British nationality

Non-executive director

Appointed in 2018*; reappointed in 2022*

Profession:

Co-founder of Greenwood Place

Supervisory board seats (or non-

executive board memberships) in

Large Dutch Entities**:

None

Other positions***:

Board member of Stichting

Administratiekantoor Priores

Mr J.F.M.L. van Boxmeer

1961 Belgian nationality

Non-executive director

Appointed in 2020*

Profession:

Chairman of Vodafone Group Plc (non-

executive director)

Supervisory board seats (or non-

executive board memberships) in

Large Dutch Entities**:

None

Other positions***:

Member Shareholders Committee Henkel

AG & Co. KGaA

Mr C.A.G. de Carvalho

1991 Dutch and British nationality

Non-executive director

Appointed in 2022*

Profession:

Investment Manager

Supervisory board seats (or non-

executive board memberships) in

Large Dutch Entities**:

None

Other positions***:

Board member of Stichting

Administratiekantoor Priores

* For the maximum period of four years.

** Large Dutch Entities are Dutch N.V.s, B.V.s or Foundations (that are required to prepare annual accounts pursuant to Chapter 9 of Book 2 of the Dutch Civil Code or similar legislation) that meet two of the following criteria (on a consolidated basis) on two consecutive balance

sheet dates: (i) The value of the assets (according to the balance sheet with the explanatory notes and on the basis of acquisition and manufacturing costs) exceeds €20 million; (ii) The net turnover exceeds €40 million; (iii) The average number of employees is at least 250.

*** Under ‘Other positions’, other functions are mentioned that may be relevant to the performance of the duties of the Board of Directors.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

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

more than 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 six meetings with the Preparatory

Committee of the Supervisory Board of Heineken N.V. in 2022 of

which most meetings were held in person.

The CEO and Chairman of the Executive Board of Heineken N.V.

provided several updates on EverGreen. The EverGreen strategy

has as goal to future-proof HEINEKEN's business and adapt to

new external dynamics. This strategy aims to get the balance

right between short-term delivery and long-term sustainability

and between top-line growth and overall stakeholder value

creation. The essence is to shift to superior and balanced growth

and profitability, capital efficiency and sustainability and

responsibility.

A recurrent element in all the meetings was discussion of the

results of Heineken N.V.: volumes and revenues, operating profit

and organic growth, cost base, capex, consolidation effects and

foreign exchange effects were reviewed by region. Also the cash

flows, bond issues, dividend policy, funding ratios and the share

price development were on the agenda.

The CEO and Chairman of the Executive Board of Heineken N.V.

commented on the developments in the economic and political

situation in particular the impact of the war in Ukraine on

people, the organisation and the business. The situation, the

actions and the future of HEINEKEN in Russia were also

addressed, as well as the continuous impact of COVID-19 and

related measures, amongst others, to ensure the health and

safety of employees and pro-actively take business measures

and mitigations. Inflation, hyperinflation and currency volatility

in the different regions of the world were discussed. Another

topic covered was the development of the brand portfolio in the

different regions, paying particular attention to the development

of the Heineken® brand including Heineken 0.0 and the roll out

of Heineken Silver.

Other items discussed during the year included digital and

technology including cybersecurity. Furthermore, proposals for

acquisitions, investments, disposals and other opportunities for

Heineken N.V. were discussed.

The composition, including succession planning, inclusion and

diversity, of the Supervisory Board of Heineken N.V. and senior

management development were 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 2021 and the first half of 2022.

At the meeting of the Board of Directors at which the Report of

the Board of Directors and the financial statements for 2021

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 Vietnam to open a brewery and

to Cambodia to open a biomass plant which will deliver

renewable, thermal energy to the brewery operations.

Review of 2022

Share price

The share price of the Heineken Holding N.V. share has moved

from €83.15 at the beginning of the year to €72.05 on

30 December. The gap between the Heineken N.V. and Heineken

Holding N.V. share prices fluctuated between 17.56% and

22.08% through the year, ending at 18.01% on 30 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.


	Gap between Heineken Holding N.V. and Heineken N.V. share price
	in €, Euronext Amsterdam

Interest in Heineken N.V.

The nominal value of the Company’s interest in Heineken N.V. as

at 31 December 2022 was €461 million (31 December 2021:

€461 million). The nominal value of the shares issued by the

Company as at the same date was also €461 million.

As at 31 December 2022, the Company’s interest in

Heineken N.V. represented 50.005% of the issued capital (being

50.064% of the outstanding capital) of Heineken N.V.

Results

With regard to the Company’s balance sheet and income

statement, the Board of Directors has the following comments.

The Board of Directors has elected to avail itself of the option

given by 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.,

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

amounting to €9,694 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 50.064% share in Heineken N.V.’s 2022 profit of

€2,682 million is recognised as a profit of €1,343 million in the

2022 Company Income Statement.

Heineken N.V. Performance in 2022 and

Outlook

Performance

Heineken N.V. posted a net profit of €2,682 million in 2022.

During 2022 HEINEKEN accelerated the deployment of its

EverGreen strategy, designed to future-proof HEINEKEN and

deliver superior, balanced growth in a fast-changing world.

HEINEKEN's dream is to shape the future of beer and beyond to

win the hearts of consumers. HEINEKEN is also shaping the

future with its ambition to become the best digitally connected

brewer, raising the bar on sustainability and responsibility and

evolving its culture, operating model and capabilities. At the

same time, we are stepping up on productivity to fund the

investments required and improve profitability and capital

efficiency.

HEINEKEN's superior and balanced growth ambition is grounded

in its advantaged geographic footprint, its ability to scale strong

premium beer brands, including non-alcoholic variants, and in

developing winning beverage propositions in fast-growing

segments.

Revenue for the full year 2022 was €34,676 million (2021:

26,583 million). Net revenue (beia) increased by 21.2%

organically, with total consolidated volume growing by 6.4% and

net revenue (beia) per hectolitre up 13.9%. The underlying price-

mix on a constant geographic basis was up 14.3%, driven by

pricing for inflation and by premiumisation. All regions

contributed with double-digit organic growth. Currency

translation positively impacted net revenue (beia) by €1,582

million or 7.2%, mainly driven by the Mexican Peso, Brazilian

Real, Vietnamese Dong and the US Dollar. Consolidation

changes positively impacted net revenue (beia) by €570 million

or 2.6%, mainly from the consolidation of United Breweries

Limited (UBL) in India.

Beer volume grew 6.9% organically for the full year and was

ahead of 2019 by 2.7% on an organic basis. The growth was led

by the sharp recovery of Asia Pacific in the second half of the

year, the reopening of the on-trade in Europe in the first half

following the COVID-related restrictions of last year and

continued growth in the Americas and Africa, Middle East &

Eastern Europe regions.

More information on the performance and sustainability is

provided in Heineken N.V.’s Annual Report.

Outlook

For 2023, HEINEKEN expects operating profit (beia) to grow

organically mid- to high-single-digit, subject to any significant

unforeseen macroeconomic and geopolitical developments. This

outlook is based on continued progress on HEINEKEN's

EverGreen strategy, a challenging global economic environment

and lower consumer confidence in certain markets.

HEINEKEN expects further progress towards building great

brands, its digital route to consumer, strategic capabilities and

HEINEKEN's Brew a Better World activities with commensurate

investments. HEINEKEN also expects stable to modestly growing

volume, increasing in developing markets and declining in

Europe. HEINEKEN will continue the discipline to price

responsibly as per local market conditions, aiming to cover most

of the absolute impact of inflation in its cost base. HEINEKEN

anticipates an increase in its input costs in the high teens per

hectolitre and significantly higher energy costs, particularly in

Europe. HEINEKEN will deliver on its gross savings ahead of the

€2 billion target relative to the cost base of 2019, including an

increased ambition of savings in Europe. Overall as a result, net

revenue (beia) will grow organically ahead of operating profit

(beia). Due to the phasing of marketing and selling expenses and

input cost pressures, the operating profit (beia) organic growth

will be skewed towards the second half.

HEINEKEN also expects in 2023 an average effective interest

rate (beia) of around 3.1% (2022: 2.8%); an effective tax rate

(beia) of around 27% (2022: 27.7%) and a significant increase in

other net finance expenses, driven by the expected impact from

foreign currencies in some emerging markets. As a result, net

profit (beia) is expected to grow organically in line or below the

operating profit (beia).

Finally, HEINEKEN expects investments in capital expenditure

related to property, plant and equipment and intangible assets

to amount to c.9% of net revenue (beia) (2022: c.7%)

Financial Statements and Appropriation of

Result

The Board of Directors will submit the 2022 Financial Statements

to the General Meeting of Shareholders. These financial

statements, on pages 22 to 75 of this Report, have been audited

by Deloitte Accountants B.V., whose report can be found on

page 78.

Heineken N.V. proposes to distribute a dividend for 2022 of

€1.73 per share of €1.60 nominal value of which €0.50 per share

has already been paid as interim dividend on 11 August 2022.

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 2022 totals €498 million in cash, of

which €144 million has already been received by way of interim

dividend. The final dividend due to the Company will therefore

be €354 million.

Like the holders of Heineken N.V. shares, holders of Heineken

Holding N.V. shares will therefore receive a total dividend for

2022 of €1.73 per share of €1.60 nominal value of which €0.50

per share has already been paid as interim dividend. The final

dividend of €1.23 per share will be payable to shareholders as of

2 May 2023.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

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 2022. 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 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

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).

On 22 December 2022, the Corporate Governance Code

Monitoring Committee published an update to the Code. The

2022 Code takes effect from the financial year starting on or

after 1 January 2023, meaning that compliance with the revised

Code will need to be accounted for in the Report of the Board of

Directors for the financial year 2023. Compliance with the 2022

Code shall be submitted to the General Meeting of Shareholders

as a separate agenda item for discussion at the General Meeting

of Shareholders in 2024.

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 2022 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.

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.

FEMSA

L’Arche

Green N.V.

Public

52.599%

Heineken

Holding N.V.

12.262%

35.139%*

Board of Directors

50.005%

Heineken N.V.

8.632%

41.363%

Supervisory Board

Executive Board

Regional Management

Group Departments

Operating Companies

Shareholders

*Including the 0.03% stake held directly

by Mrs C.L. de Carvalho-Heineken

Management

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

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 eight non-

executive directors (niet-uitvoerende bestuurders). The executive

directors are charged with the day-to-day management and the

preparation and implementation of the Board of Directors’

resolutions, and the non-executive directors shall supervise the

policy and functioning of the executive directors. The Board of

Directors has not installed any committees. The tasks,

responsibilities and internal procedural matters for the Board of

Directors are addressed in the Articles of Association and the

Rules for the Board of Directors (available at

www.heinekenholding.com).

Long-term value creation and culture

The development of and the manner of implementing

HEINEKEN's strategy aimed at long-term value creation as well

as enabling a culture aligned with such strategy is pursued by

Heineken N.V. The operational activities for pursuing such

strategy are performed by Heineken N.V. Although Heineken

Holding N.V. seeks to promote the continuity, independence and

stability of HEINEKEN, thereby enabling Heineken N.V. to grow in

a controlled and steady manner and to pursue its long-term

policy in the interest of all stakeholders, Heineken Holding N.V.

does not have a long-term value creation strategy nor an aligned

culture itself as it manages or supervises HEINEKEN, but does not

engage in any operational activities and employs no staff.

Heineken Holding N.V. therefore does not apply best practice

provisions 1.1.1 up to and including 1.1.4 and 2.5.1, 2.5.2, 2.5.4

and 2.3.6 sub ix of the Code. HEINEKEN's long-term value

creation strategy and culture is described in Heineken N.V.'s

Report of the Executive Board.

Risk management

As Heineken Holding N.V. does not perform operational

management activities, it does not have an internal risk

management and control system to control any risks following

from such management and operational activities. Heineken

Holding N.V. does therefore not apply best practice provisions

1.2.1 up to and including 1.2.3, 1.4.1 up to and including 1.4.3 (i)

and (ii) and 1.5.1 up to and including 1.5.4 of the Code. The

Board of Directors will therefore not provide the statement

pursuant to best practice provision 1.4.3 (i) and (ii) of the Code.

The risk management and control system for the business is

described in the Heineken N.V. Report of the Executive Board.

Note 11.5 to the Consolidated Financial Statements itemises the

specific financial risks and explains the control system relating to

those risks. Based on the current state of affairs, it is justified

that the financial reporting is prepared on a going concern basis

and 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 ten 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,

Mr J.F.M.L. van Boxmeer and Mr C.A.G. de Carvalho.

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;

Heineken Holding N.V. Annual Report 2022

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Report of the Board of Directors

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Other Information

(ii)related by blood or affinity in the direct line of descent

of Mr H.F. Hoyer; and

(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.

At the Annual General Meeting of Shareholders on 21 April 2022

Mr J.A. Fernández Carbajal, Mrs A.M. Fentener van Vlissingen and

Mrs L.L.H. Brassey were reappointed as non-executive directors of

the Board of Directors, each for the maximum period of four

years. In addition, Mr C.A.G. de Carvalho was appointed as

non‑executive director of the Board of Directors.

In accordance with the current rotation schedule,

Mrs C.L. de Carvalho-Heineken, Mr M.R. de Carvalho and

Mrs C.M. Kwist will stand down at the Annual General Meeting of

Shareholders on 20 April 2023. Non-binding recommendations,

drawn up by the Board of Directors, will be submitted to the

General Meeting of Shareholders on 20 April 2023 to reappoint

Mrs C.L. de Carvalho-Heineken and Mr M.R. de Carvalho as

executive directors of the Board of Directors and Mrs C.M. Kwist

as non-executive director 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 2027).

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 Company seeks to promote diversity among

the members of the Board of Directors in terms of nationality,

age, gender and educational, professional and geographical

background and experience of the individual members. The

Company aims to create a balance, to the extent possible, in

which the diversity referred to above is expressed and where the

objective is to comply, at the very least, with the statutory

requirements.

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 five

male members; the composition is therefore deemed to be

balanced.

Also, large companies such as the Company should determine an

ambitious and appropriate target to promote gender diversity in

the Board of Directors. The Company's aim is that at least 30%

of the executive directors is female and at least 30% of the

executive directors is male. However, the number of executive

directors may have a certain impact on the gender balance.

Currently, the executive directors of the Board of Directors are

one female and one male member; i.e. 50% of the executive

positions are filled by women and 50% of the executive positions

are filled by men.

The Board of Directors represents four nationalities (Dutch,

British, Mexican and Belgian) and has an age range between

31 and 78. 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, seven of the eight 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 seven 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 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.

Mr C.A.G. 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,

Heineken Holding N.V. Annual Report 2022

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Report of the Board of Directors

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pursuant to best practice provision 2.1.8 sub vi of the Code,

Mr C.A.G. 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 C.A.G. 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%.

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

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.

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 2022,

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 six occasions in 2022. 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

2021 and the first half of 2022.


	Meetings of the Board of Directors
Mr M. Das	8/8
Mr J.A. Fernández Carbajal	8/8
Mrs C.M. Kwist	8/8
Mr A.A.C. de Carvalho1	5/8
Mrs A.M. Fentener van Vlissingen	8/8
Mrs L.L.H. Brassey	8/8
Mr J.F.M.L. van Boxmeer	7/8
Mr C.A.G. de Carvalho	5/5

1 Mr A.A.C. de Carvalho was unable to attend three meetings due to unforeseen

circumstances.

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 2022, no transactions were reported under which a

member of the Board of Directors had a conflict of interest.

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.

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 20 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.

Heineken Holding N.V. Annual Report 2022

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Report of the Board of Directors

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Location

General Meetings of Shareholders shall be held in Amsterdam.

The General Meeting of Shareholders of 2022 was held on

21 April 2022 in De La Mar Theatre in Amsterdam. Shareholders

could attend in person but virtual attendance was also

facilitated.

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.

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 20 April 2023 has been set 28 days before the Annual General

Meeting of Shareholders, i.e. on 23 March 2023.

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

Dutch law provides 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 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.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

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

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.

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 21 April 2022 the General Meeting of Shareholders

authorised the Board of Directors (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:

a.the maximum number of shares which may be acquired is

10% of the issued share capital of the Company per 21 April

2022;

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; and

c.transactions may be executed on the stock exchange or

otherwise.

Issue of shares

On 21 April 2022 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 21 April 2022.

The General Meeting of Shareholders on 21 April 2022 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 21 April 2022.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

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

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)*; and

■6 April 2022: Lindsell Train Limited (4.99%, 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 13.

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.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

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 2022.

Part II

Provides details of the Board of Directors actual remuneration

for performance ending in, or at year-end, 2022.

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:


Element	Purpose	Description

Base Board fees	Members of the Board of Directors receive the same fixed cash compensation for their services as the members of the Supervisory Board of Heineken N.V. No variable pay and/or equity awards are offered. In order to provide a fee level that is competitive with other companies comparable to HEINEKEN, reviews are conducted on a regular basis.	The Remuneration Committee of Heineken N.V. is responsible to review the compensation levels on a regular basis and to bring forward proposals (if any) to the Supervisory Board of Heineken N.V. Proposals are submitted to the General Meeting of Shareholders of Heineken N.V. for approval. This review is done through a benchmark assessment against a pan-European peer group consisting of companies that are of comparable size to HEINEKEN.


Allowances and benefits	Members of the Board of the Directors are not reimbursed and compensated for additional efforts that enable them to exercise their role.	Members receive no reimbursement of travel expenses and are not compensated for intercontinental travel required to exercise their role. Small benefits such as retirement gifts may be provided.

Members of the Board of Directors are not eligible for incentive

awards or pension.

Part II Actual remuneration for

performance ending in, or at year-end,

2022

In line with the Board of Directors prevailing Remuneration

Policy, the members of the Board of Directors receive a fixed

remuneration for their services. The 2022 annual remuneration

for the members of the Board of Directors of Heineken Holding

N.V. is set on €120,000 for the chairman and €90,000 for the

other members of the Board of Directors.

The following tables provide an overview of the Board of

Directors actual remuneration for year-end 2022. For disclosures

in line with IFRS reporting requirements, refer to note 13.3 to the

Consolidated Financial Statements.

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. In line with Section 135b,

subsection 3f, Book 2 of the Dutch Civil Code and the Draft

Guidelines to the Shareholders Rights Directive, the

remuneration they receive for these services is reflected in their

total remuneration and is also split out by component as

presented in Table 1 BIS.

Remuneration of Mr J.F.M.L. van Boxmeer

At the Annual General Meeting of Shareholders on 23 April 2020,

Mr J.F.M.L. van Boxmeer was appointed as non-executive

member of Heineken Holding N.V. as of 1 June 2020. The actual

remuneration Mr J.F.M.L. van Boxmeer received from Heineken

Holding N.V. is reflected in Table 1. For disclosures on the

remuneration received by Mr J.F.M.L. van Boxmeer as CEO and

Chairman of the Executive Board of Heineken N.V. refer to

Heineken N.V.’s Remuneration Report.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Table 1 Remuneration Board of Directors


In thousands of €	2022	2021	2020	2019	2018
Executive members:
C.L. de Carvalho-Heineken	90	90	90	90	60
M.R. de Carvalho*	225	225	225	231	156
Total remuneration executive members	315	315	315	321	216

Non-executive members:
M. Das (chairman)*	250	250	250	253	175
J.A. Fernández Carbajal*	256	232	244	243	169
C.M. Kwist	90	90	90	90	60
A.A.C. de Carvalho	90	90	90	90	60
A.M. Fentener van Vlissingen1	90	90	90	90	42
L.L.H. Brassey2	90	90	90	90	42
J.F.M.L. van Boxmeer3,4	90	90	53	—	—
C.A.G. de Carvalho5	63	—	—	—	—
Total remuneration non- executive members	1,019	932	907	856	548
Total remuneration	1,334	1,247	1,222	1,177	764

* 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.

5 Appointed as non-executive director of Heineken Holding N.V. as of 22 April 2022.

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


	2022				2021	2020	2019	2018
In thousands of €	Base Board Fee	Committee Fees	Allowances and Benefits	Total Remune- ration	Total Remune- ration	Total Remune- ration	Total Remune- ration	Total Remune- ration
M. Das	90	40	—	130	130	130	133	85
J.A. Fernández Carbajal	90	40	36	166	142	154	153	109
M.R. de Carvalho	90	45	—	135	135	135	141	96

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 2022 give a true and fair view of our assets and

liabilities, our financial position as at 31 December 2022, and the results of our consolidated

operations for the financial year 2022; and

■the Report of the Board of Directors includes a fair review of the position as at 31 December 2022

and the development and performance during the financial year 2022 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, 14 February 2023

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

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

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information


03			Financial Statements 2022
03			Financial Statements 2022

			Heineken Holding N.V. Annual Report 2022
			Heineken Holding N.V. Annual Report 2022

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Contents



03	Financial Statements 2022

page	24	Heineken Holding N.V. Income Statement
	24	Heineken Holding N.V. Balance Sheet
	25	Heineken Holding N.V. Shareholders' Equity
	26	Notes to the Heineken Holding N.V. Financial Statements

	28	Consolidated Income Statement
	28	Consolidated Statement of Other Comprehensive Income
	29	Consolidated Statement of Financial Position
	30	Consolidated Statement of Cash Flows
	31	Consolidated Statement of Changes in Equity
	32	Notes to the Consolidated Financial Statements
	32	1. Reporting entity
	32	2. Basis of preparation
	32	3. Significant events in the period and accounting estimates and judgements
	33	4. Changes in accounting policies
	33	5. General accounting policies
	35	6. Operating activities
	35		6.1 Operating segments
	38		6.2 Other income
	39		6.3 Raw materials, consumables and services
	39		6.4 Personnel expenses
	40		6.5 Share-based payments
	41		6.6 Amortisation, depreciation and impairments
	41		6.7 Earnings per share
	42	7. Working capital
	42		7.1 Inventories
	42		7.2 Trade and other receivables
	43		7.3 Trade and other payables
	44		7.4 Returnable packaging materials



page	45	8. Non-current assets
	45		8.1 Intangible assets
	48		8.2 Property, plant and equipment
	50		8.3 Loans and advances to customers
	51		8.4 Other non-current assets
	52	9. Provisions and contingent liabilities
	52		9.1 Post-retirement obligations
	56		9.2 Provisions
	56		9.3 Contingencies
	57	10. Acquisitions, disposals and investments
	57		10.1 Acquisitions and disposals of subsidiaries and non-controlling interests
	58		10.2 Assets or disposal groups classified as held for sale
	58		10.3 Investments in associates and joint ventures
	60	11. Financing and capital structure
	60		11.1 Net finance income and expense
	60		11.2 Cash and cash equivalents
	61		11.3 Borrowings
	62		11.4 Capital and reserves
	64		11.5 Credit, liquidity and market risk
	68		11.6 Derivative financial instruments
	69	12. Tax
	69		12.1 Income tax expense
	69		12.2 Deferred tax assets and liabilities
	71		12.3 Income tax on other comprehensive income and equity
	72	13. Other
	72		13.1 Fair value
	73		13.2 Off-balance sheet commitments
	73		13.3 Related parties
	75		13.4 HEINEKEN entities
	75		13.5 Subsequent events

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Heineken Holding N.V. Income Statement


For the year ended 31 December
In millions of €	Note	2022	2021
Personnel expenses		—	—
Total expenses		—	—
Interest income		—	—
Interest expenses		—	—
Other net finance income/(expenses)		—	—
Net finance expenses		—	—
Share in result of participating interest in Heineken N.V. after income tax	II	1,343	1,663
Profit before income tax		—	—
Income tax income/(expense)	III	—	—
Profit		1,343	1,663

Heineken Holding N.V. Balance Sheet


Before appropriation of results As at 31 December
In millions of €	Note	2022	2021
Participating interest in Heineken N.V.	I	9,694	8,593
Total financial fixed assets		9,694	8,593

Cash		—	—
Total current assets		—	—
Total assets		9,694	8,593

Issued capital		461	461
Share premium		1,257	1,257
Translation reserve		(1,822)	(2,014)
Hedging reserve		(22)	30
Cost of hedging reserve		(5)	(4)
Fair value reserve		36	29
Other legal reserves		623	566
Retained earnings		7,823	6,605
Profit for the year		1,343	1,663
Total shareholders' equity		9,694	8,593

Other payables		—	—
Total current liabilities		—	—

Total shareholders' equity and liabilities		9,694	8,593

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Heineken Holding N.V. Shareholders' Equity


In millions of €	Share capital	Share premium	Translation reserve	Hedging reserve	Cost of hedging reserve	Fair value reserve	Other legal reserves	Retained earnings	Profit/(loss) for the year	Shareholders' equity
Balance as at 1 January 2021	461	1,257	(2,483)	16	(1)	28	588	6,840	(102)	6,604
Profit for the year	—	—	—	—	—	—	121	(121)	1,663	1,663
Other comprehensive income/(loss)	—	—	468	47	(3)	5	—	104	—	621
Total comprehensive income/(loss)	—	—	468	47	(3)	5	121	(17)	1,663	2,284
Realised hedge result from non-financial assets by Heineken N.V.	—	—	—	(33)	—	—	—	—	—	(33)
Transfer to retained earnings	—	—	—	—	—	—	—	(102)	102	—
Transfer between reserves	—	—	1	—	—	(4)	(143)	146	—	—
Dividends to shareholders	—	—	—	—	—	—	—	(282)	—	(282)
Purchase own shares by Heineken N.V.	—	—	—	—	—	—	—	(7)	—	(7)
Dilution	—	—	—	—	—	—	—	4	—	4
Share-based payments by Heineken N.V.	—	—	—	—	—	—	—	28	—	28
Acquisition of non-controlling interests in Heineken N.V. group companies	—	—	—	—	—	—	—	(5)	—	(5)
Changes in consolidation by Heineken N.V.	—	—	—	—	—	—	—	—	—	—
Balance as at 31 December 2021	461	1,257	(2,014)	30	(4)	29	566	6,605	1,663	8,593


In millions of €	Share capital	Share premium	Translation reserve	Hedging reserve	Cost of hedging reserve	Fair value reserve	Other legal reserves	Retained earnings	Profit/(loss) for the year	Shareholders' equity
Balance as at 1 January 2022	461	1,257	(2,014)	30	(4)	29	566	6,605	1,663	8,593
Profit for the year	—	—	—	—	—	—	104	(104)	1,343	1,343
Other comprehensive income/(loss)	—	—	192	(52)	(1)	7	—	32	—	178
Total comprehensive income/(loss)	—	—	192	(52)	(1)	7	104	(72)	1,343	1,521
Realised hedge result from non-financial assets by Heineken N.V.	—	—	—	—	—	—	—	—	—	—
Transfer to retained earnings	—	—	—	—	—	—	—	1,663	(1,663)	—
Transfer between reserves	—	—	—	—	—	—	(47)	47	—	—
Dividends to shareholders	—	—	—	—	—	—	—	(421)	—	(421)
Purchase own shares by Heineken N.V.	—	—	—	—	—	—	—	(22)	—	(22)
Dilution	—	—	—	—	—	—	—	2	—	2
Share-based payments by Heineken N.V.	—	—	—	—	—	—	—	25	—	25
Acquisition of non-controlling interests in Heineken N.V. group companies	—	—	—	—	—	—	—	(187)	—	(187)
Hyperinflation impact on participating interest Heineken N.V.	—	—	—	—	—	—	—	181	—	181
Changes in consolidation by Heineken N.V.	—	—	—	—	—	—	—	2	—	2
Balance as at 31 December 2022	461	1,257	(1,822)	(22)	(5)	36	623	7,823	1,343	9,694

For further explanation reference is made to note 11.4 to the Consolidated Financial Statements.

Heineken Holding N.V. Annual Report 2022

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Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Notes to the Heineken Holding N.V. Financial Statements

Reporting entity

Heineken Holding N.V. (the ‘Company’) is a public company domiciled in the Netherlands. The

address of the Company’s registered office is Tweede Weteringplantsoen 5, 1017ZD, Amsterdam.

The Company is registered in the Trade Register of Amsterdam No. 33078624.

Basis of preparation

The Company Financial Statements have been prepared in accordance with the provisions of Part 9,

Book 2 of the Dutch Civil Code. The Company uses the option of Section 362, subsection 8, of Part 9,

Book 2, of the Dutch Civil Code to prepare the Company Financial Statements on the basis of the

same accounting principles as those applied for the Consolidated Financial Statements. Valuation is

based on recognition and measurement requirements of accounting standards adopted by the EU

as explained in the notes to the Consolidated Financial Statements.

The amounts disclosed in the notes to the Heineken Holding N.V. Financial Statements are in

millions of Euro, unless otherwise indicated.

The Financial Statements have been prepared by the Board of Directors and authorised for issue on

14 February 2023 and will be submitted for adoption to the General Meeting of Shareholders on

20 April 2023.

Accounting policies

Shareholders’ equity

The translation reserve and other legal reserves are recognised in accordance with the

Dutch Civil Code.

Note I Participating interest in Heineken N.V.

The interest of Heineken Holding N.V. in Heineken N.V. is 50.005% of the issued capital (being

50.064% (2021: 50.040%) of the outstanding capital following the purchase of own shares by

Heineken N.V.). The nominal value of the Heineken N.V. shares held by the Company amounted to

€461 million as at 31 December 2022 (€461 million as at 31 December 2021).

The market capitalisation of the participating interest in Heineken N.V. as at 30 December 2022

amounted to €25.3 billion (31 December 2021: €28.5 billion).


In millions of €
Balance as at 1 January 2021	6,604
50.040% of the profit of Heineken N.V.	1,663
Dividend payments received by Heineken Holding N.V.	(282)
Movements in translation reserve	468
Movements hedges	11
Movements fair value adjustments	5
Actuarial gains and losses	104
Movements in retained earnings	—
Purchase own shares by Heineken N.V.	(7)
Dilution	4
Share-based payments by Heineken N.V.	28
Acquisition of non-controlling interests in Heineken N.V. group companies by Heineken N.V.	(5)
Balance as at 31 December 2021	8,593

Balance as at 1 January 2022	8,593
50.064% of the profit of Heineken N.V.	1,343
Dividend payments received by Heineken Holding N.V.	(421)
Movements in translation reserve	192
Movements hedges	(53)
Movements fair value adjustments	7
Actuarial gains and losses	32
Movements in retained earnings	2
Purchase own shares by Heineken N.V.	(22)
Dilution	2
Share-based payments by Heineken N.V.	25
Acquisition of non-controlling interests in Heineken N.V. group companies by Heineken N.V.	(187)
Hyperinflation impact on participating interest Heineken N.V.	181
Balance as at 31 December 2022	9,694

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Note II Share in result of participating interest in Heineken N.V.

after income tax

Included here is the share in the profit of Heineken N.V. for 2022, being 50.064% of €2,682 million

(2021: 50.040%% of €3,324 million).

Note III Other revenues and expenses after income tax

Expenses made to manage and provide services to Heineken N.V. amounting to €1.621 thousand

(2021: €1.246 thousand) are reimbursed by Heineken N.V. to Heineken Holding N.V. in accordance

with the management agreement.

Note IV Auditor Fees

Fees for audit services include the audit of the financial statements of the Company and its

subsidiaries. Fees for other audit services include a review of interim financial statements,

sustainability, subsidy and other audits. Fees for tax services include tax compliance and tax advice.

Fees for other non-audit services include agreed-upon procedures and advisory services. Fees for tax

and other non-audit services are related to the network outside the Netherlands and are in

accordance with local independence regulations.

In 2022 €11.4 million of fees are recognised in the consolidated financial statements for services

provided by Deloitte Accountants B.V. and its member firms and/or affiliates (2021: €10.6 million).

In the overview below, the breakdown per type of service is provided:


	Deloitte Accountants B.V.		Other Deloitte member firms and affiliates		Total
In millions of €	2022	2021	2022	2021	2022	2021
Audit of Heineken Holding N.V. and its subsidiaries	3.1	3.1	7.6	6.9	10.7	10.0
Other audit services	0.3	0.2	0.2	0.3	0.5	0.5
Tax services	—	—	—	—	—	—
Other non-audit services	—	—	0.2	0.1	0.2	0.1
	3.4	3.3	8.0	7.3	11.4	10.6

Accounting policies

Fees for audit services are included in the other expenses in the Consolidated Financial Statements

(refer to note 6.3). These fees are recognised when the service is provided.

Note V Subsequent Events

For subsequent events, refer to note 13.5 of the Consolidated Financial Statements.

Amsterdam, 14 February 2023

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

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

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Consolidated Income Statement


For the year ended 31 December
In millions of €	Note	2022	2021
Revenue	6.1	34,676	26,583
Excise tax expense	6.1	(5,957)	(4,642)
Net revenue	6.1	28,719	21,941
Other income	6.2	147	1,521
Raw materials, consumables and services	6.3	(18,618)	(13,535)
Personnel expenses	6.4	(4,079)	(3,485)
Amortisation, depreciation and impairments	6.6	(1,886)	(1,959)
Total other expenses		(24,583)	(18,979)
Operating profit		4,283	4,483
Interest income	11.1	74	49
Interest expenses	11.1	(458)	(462)
Other net finance income/(expenses)	11.1	48	14
Net finance expenses		(336)	(399)
Share of profit of associates and joint ventures	10.3	223	250
Profit before income tax		4,170	4,334
Income tax expense	12.1	(1,131)	(799)
Profit		3,039	3,535

Attributable to:
Shareholders of Heineken Holding N.V. (net profit)		1,343	1,663
Non-controlling interests in Heineken N.V.		1,339	1,661
Non-controlling interests in Heineken N.V. group companies		357	211
Profit		3,039	3,535

Weighted average number of shares – basic	6.7	288,030,168	288,030,168
Weighted average number of shares – diluted	6.7	288,030,168	288,030,168
Basic earnings per share (€)	6.7	4.66	5.77
Diluted earnings per share (€)	6.7	4.66	5.77

Consolidated Statement of Other Comprehensive Income


For the year ended 31 December
In millions of €	Note	2022	2021
Profit		3,039	3,535
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss:
Remeasurement of post-retirement obligations	12.3	63	210
Net change in fair value through OCI investments	12.3	15	9
Items that may be subsequently reclassified to profit or loss:
Currency translation differences	5(b)/12.3	437	1,033
Change in fair value of net investment hedges	12.3	(62)	(54)
Change in fair value of cash flow hedges	12.3	(142)	97
Cash flow hedges reclassified to profit or loss	12.3	38	(3)
Cost of hedging	11.6/12.3	(1)	(6)
Share of other comprehensive income of associates/joint ventures	10.3/12.3	(46)	54
Other comprehensive income, net of tax	12.3	302	1,340
Total comprehensive income		3,341	4,875

Attributable to:
Shareholders of Heineken Holding N.V.		1,521	2,284
Non-controlling interests in Heineken N.V.		1,518	2,278
Non-controlling interests in Heineken N.V. group companies		302	313
Total comprehensive income		3,341	4,875

Heineken Holding N.V. Annual Report 2022

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Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Consolidated Statement of Financial Position


As at 31 December				As at 31 December
In millions of €	Note	2022	2021	In millions of €	Note	2022	2021
Intangible assets	8.1	21,408	20,762	Heineken Holding N.V. shareholders' equity	11.4	9,694	8,593
Property, plant and equipment	8.2	13,623	12,401	Non-controlling interests in Heineken N.V.	11.4	9,857	8,763
Investments in associates and joint ventures	10.3	4,296	4,148	Non-controlling interests in Heineken N.V. group companies	11.4	2,369	2,344
Loans and advances to customers	8.3	216	209	Total equity		21,920	19,700
Deferred tax assets	12.2	618	682
Other non-current assets	8.4	1,230	1,070	Borrowings	11.3	12,893	13,640
Total non-current assets		41,391	39,272	Post-retirement obligations	9.1	568	668
				Provisions	9.2	572	636
Inventories	7.1	3,250	2,438	Deferred tax liabilities	12.2	2,138	1,971
Trade and other receivables	7.2	4,531	3,662	Other non-current liabilities	11.6	125	141
Current tax assets		84	97	Total non-current liabilities		16,296	17,056
Derivative assets	11.6	70	96
Cash and cash equivalents	11.2	2,765	3,248	Borrowings	11.2/11.3	3,484	3,233
Assets classified as held for sale	10.2	315	37	Trade and other payables	7.3	9,283	7,750
Total current assets		11,015	9,578	Returnable packaging deposits	7.4	545	476
				Provisions	9.2	226	301
				Current tax liabilities		352	268
				Derivative liabilities	11.6	119	46
				Liabilities associated with assets classified as held for sale	10.2	181	20
				Total current liabilities		14,190	12,094

Total assets		52,406	48,850	Total equity and liabilities		52,406	48,850

Heineken Holding N.V. Annual Report 2022

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Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Consolidated Statement of Cash Flows


For the year ended 31 December
In millions of €	Note	2022	2021	In millions of €	Note	2022	2021
Operating activities				Investing activities
Profit		3,039	3,535	Proceeds from sale of property, plant and equipment and intangible assets		112	86
Adjustments for:						112	86
Amortisation, depreciation and impairments	6.6	1,886	1,959	Purchase of property, plant and equipment		(1,791)	(1,324)
Net interest expenses	11.1	384	413	Purchase of intangible assets		(220)	(273)
Other income	6.2	(147)	(1,326)	Loans issued to customers and other investments		(219)	(196)
Share of profit of associates and joint ventures and dividend income on fair value through OCI investments		(230)	(256)	Repayment on loans to customers and other investments		31	40
		(230)	(256)	Cash flow used in operational investing activities		(2,087)	(1,667)
Income tax expenses	12.1	1,131	799	Free operating cash flow		2,409	2,514
Other non-cash items		284	30	Acquisition of subsidiaries, net of cash acquired		(171)	54
Cash flow from operations before changes in working capital and provisions		6,347	5,154	Acquisition of/additions to associates, joint ventures and other investments		(45)	(678)
Change in inventories		(793)	(308)	Disposal of subsidiaries, net of cash disposed of		9	3
Change in trade and other receivables		(668)	(697)	Disposal of associates, joint ventures and other investments		8	11
Change in trade and other payables and returnable packaging deposits		981	1,268	Cash flow used in acquisitions and disposals		(199)	(610)
Total change in working capital		(480)	263	Cash flow used in investing activities		(2,286)	(2,277)
Change in provisions and post-retirement obligations		(207)	(290)	Financing activities
Cash flow from operations		5,660	5,127	Proceeds from borrowings		644	1,571
Interest paid		(439)	(456)	Repayment of borrowings		(1,934)	(3,362)
Interest received		46	43	Payment of lease commitments		(304)	(298)
Dividends received		177	184	Dividends paid		(1,099)	(796)
Income taxes paid		(948)	(717)	Purchase own shares and shares issued		(43)	12
Cash flow related to interest, dividend and income tax		(1,164)	(946)	Acquisition of non-controlling interests		(391)	(10)
Cash flow from operating activities		4,496	4,181	Cash flow used in financing activities		(3,127)	(2,883)
				Net cash flow		(917)	(979)
				Cash and cash equivalents as at 1 January		2,556	3,519
				Effect of movements in exchange rates		(21)	16
				Cash and cash equivalents as at 31 December	11.2	1,618	2,556

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Consolidated Statement of Changes in Equity


In millions of €	Note	Share capital	Share premium	Translation reserve	Hedging reserve	Cost of hedging reserve	Fair value reserve	Other legal reserves	Retained earnings	Shareholders of Heineken Holding N.V.	Non- controlling interests in Heineken N.V.	Non- controlling interests in Heineken N.V. group companies	Total equity
Balance as at 1 January 2021		461	1,257	(2,483)	16	(1)	28	588	6,738	6,604	6,788	1,000	14,392
Profit		—	—	—	—	—	—	121	1,542	1,663	1,661	211	3,535
Other comprehensive income/(loss)	12.3	—	—	468	47	(3)	5	—	104	621	617	102	1,340
Total comprehensive income/(loss)		—	—	468	47	(3)	5	121	1,646	2,284	2,278	313	4,875
Realised hedge results from non-financial assets	12.3	—	—	—	(33)	—	—	—	—	(33)	(32)	—	(65)
Transfer to retained earnings		—	—	1	—	—	(4)	(143)	146	—	—	—	—
Dividends to shareholders		—	—	—	—	—	—	—	(282)	(282)	(282)	(238)	(802)
Purchase own shares by Heineken N.V.	11.4	—	—	—	—	—	—	—	(7)	(7)	(7)	28	14
Dilution		—	—	—	—	—	—	—	4	4	(4)	—	—
Share-based payments by Heineken N.V.		—	—	—	—	—	—	—	28	28	27	—	55
Acquisition of non-controlling interests in Heineken N.V. group companies		—	—	—	—	—	—	—	(5)	(5)	(5)	—	(10)
Changes in consolidation by Heineken N.V.		—	—	—	—	—	—	—	—	—	—	1,241	1,241
Balance as at 31 December 2021		461	1,257	(2,014)	30	(4)	29	566	8,268	8,593	8,763	2,344	19,700


In millions of €	Note	Share capital	Share premium	Translation reserve	Hedging reserve	Cost of hedging reserve	Fair value reserve	Other legal reserves	Retained earnings	Shareholders of Heineken Holding N.V.	Non- controlling interests in Heineken N.V.	Non- controlling interests in Heineken N.V. group companies	Total equity
Balance as at 1 January 2022		461	1,257	(2,014)	30	(4)	29	566	8,268	8,593	8,763	2,344	19,700
Hyperinflation restatement to 1 January 2022	5(c)	—	—	—	—	—	—	—	123	123	122	—	245
Balance as at 1 January 2022 after restatement		461	1,257	(2,014)	30	(4)	29	566	8,391	8,716	8,885	2,344	19,945
Profit		—	—	—	—	—	—	104	1,239	1,343	1,339	357	3,039
Other comprehensive income/(loss)	12.3	—	—	192	(52)	(1)	7	—	32	178	179	(55)	302
Total comprehensive income/(loss)		—	—	192	(52)	(1)	7	104	1,271	1,521	1,518	302	3,341
Realised hedge results from non-financial assets	12.3	—	—	—	—	—	—	—	—	—	—	—	—
Transfer to retained earnings		—	—	—	—	—	—	(47)	47	—	—	—	—
Dividends to shareholders		—	—	—	—	—	—	—	(421)	(421)	(419)	(263)	(1,103)
Purchase own shares by Heineken N.V.	11.4	—	—	—	—	—	—	—	(22)	(22)	(21)	—	(43)
Dilution		—	—	—	—	—	—	—	2	2	(2)	—	—
Share-based payments by Heineken N.V.		—	—	—	—	—	—	—	25	25	24	—	49
Acquisition of non-controlling interests in Heineken N.V. group companies		—	—	—	—	—	—	—	(187)	(187)	(186)	(18)	(391)
Hyperinflation impact		—	—	—	—	—	—	—	58	58	58	—	116
Changes in consolidation by Heineken N.V.	10.1	—	—	—	—	—	—	—	2	2	—	4	6
Balance as at 31 December 2022		461	1,257	(1,822)	(22)	(5)	36	623	9,166	9,694	9,857	2,369	21,920

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Notes to the Consolidated Financial Statements

1. Reporting entity

Heineken Holding N.V. (the ‘Company’) is a public company domiciled in the Netherlands. The

address of the Company’s registered office is Tweede Weteringplantsoen 5, 1017ZD, Amsterdam.

The Consolidated Financial Statements of the Company as at 31 December 2022 comprise

Heineken Holding N.V., Heineken N.V., its subsidiaries (together referred to as ‘HEINEKEN’) and

HEINEKEN’s interests in joint ventures and associates. The Company is registered in the Trade

HEINEKEN is primarily involved in the brewing and selling of beer and cider. Led by the Heineken®

brand, HEINEKEN has a range of more than 300 international, regional, local and speciality beers

and ciders.

2. Basis of preparation

The consolidated financial statements are:

■Prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by

the European Union (EU) and comply with the financial reporting requirements included in Part 9

of Book 2 of the Dutch Civil Code. All standards and interpretations issued by the International

Accounting Standards Board (IASB) and the International Financial Reporting Interpretations

Committee (IFRIC) effective year-end 2022 have been adopted by the EU. Consequently, the

accounting policies applied by the Company also fully comply with IFRS as issued by the IASB

■Prepared by the Board of Directors and authorised for issue on 14 February 2023 and will be

submitted for adoption to the General Meeting of Shareholders on 20 April 2023

■Prepared on the historical cost basis unless otherwise indicated

■Prepared on a going concern basis

■Presented in Euro, which is the Company’s functional currency

■Rounded to the nearest million unless stated otherwise

3. Significant events in the period and accounting estimates and

judgements

(a) Significant events in the current reporting period

Trading conditions remained challenging throughout 2022 and were marked by increased input cost

inflation and supply chain disruptions. Despite continued volatility and challenges across many

markets, Heineken N.V. reported a net profit of €2,682 million for the year ended 31 December 2022

(2021: €3,324 million, net profit).

On 28 March 2022, HEINEKEN announced its decision to leave Russia. The Russian business is

classified as a disposal group held for sale as at 31 December 2022. An impairment loss of €88

million was recognised in relation to the write down of the Russia disposal group classified as held

for sale. For more information refer to note 10.2 ‘Assets or disposal groups classified as held for sale’.

HEINEKEN applied hyperinflation accounting for its operations in Ethiopia. In 2022, the three-year

cumulative inflation in Ethiopia exceeded 100% and as a result, hyperinflation accounting was

applied for the year ended 31 December 2022. For more information refer to note 5(c)

‘Hyperinflation economies’.

During its financial reporting process, HEINEKEN has assessed the impact of its main risks including

increased exposure on risks related to supply chain continuity, commodity prices and macro-

economic environment on its estimates and judgements. The impact on financial estimates and

judgements is mainly reflected in impairment of financial and non-financial assets, and other

financial instrument disclosures (including credit management). All significant estimates and

judgements are disclosed in the notes to the consolidated financial statements (if applicable). Notes

containing the most significant estimates and judgements are referred to in note 3(c).

(b) Climate change

In preparing the consolidated financial statements, HEINEKEN has considered climate change,

including climate change scenarios and HEINEKEN's Brew a Better World (BaBW) goals, on the

estimates and judgements used in preparing the consolidated financial statements.

The following impacts were assessed in the consolidated financial statements:

■The impact of climate change on the residual values and useful lives of assets were considered in

determining the carrying value of non-current assets (refer to note 8.1 and 8.2).

■The impact of climate change was considered in relation to the recognition and measurement of

provisions and contingencies (refer to note 9.2 and 9.3).

■The impact of climate change was considered in relation to indications of impairment and the

forecast of cash flows used in the impairment assessments of non-current assets including

goodwill (refer to note 8.1 and 8.2).

For the year ended 31 December 2022, no material impact on financial reporting judgement and

estimates arising from climate change were identified, as a result the valuations of assets or

liabilities have not been significantly impacted by climate change risks.

Heineken Holding N.V. Annual Report 2022

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In preparing these consolidated financial statements, management is required to make estimates

and judgements that affect the application of accounting policies and the reported amounts of

assets and liabilities, income and expenses.

The application of accounting policies requires judgements that impact the amounts recognised.

Additionally, amounts recognised are based on factors that are by default associated with

uncertainty. Actual results may therefore differ from estimates. Where applicable, the estimates and

judgements are described per note within the consolidated financial statements.

The following notes contain the most significant estimates and judgements:


Particular area involving significant estimates and judgements		Note
Significant judgement

Judgement on acting as principal versus agent with respect to excise tax expense		6.1 Operating segments

Assessment of the recoverability of past tax losses		12.2 Deferred tax assets and liabilities

Significant estimates

Assumptions used in impairment testing		8.1 Intangible assets and 8.2 Property, plant and equipment

Assumptions for discount rates, future pension increases and life expectancy to calculate the defined benefit obligation		9.1 Post-retirement obligations

Estimating the likelihood and timing of potential cash flows relating to claims and litigations		9.2 Provisions and 9.3 Contingencies

4. Changes in accounting policies

(a) Changed accounting policies in 2022

No new standards or amendments to existing standards, effective in 2022, had a significant impact

on HEINEKEN's Consolidated Financial Statements.

(b) Upcoming changes in accounting policies for 2023

No new standards or amendments to existing standards, effective in 2023, will have a significant

impact on HEINEKEN 's consolidated financial statements.

5. General accounting policies

General

The accounting policies described in these consolidated financial statements have been applied

consistently to all periods presented in these consolidated financial statements.

(a) Basis of consolidation

The consolidated financial statements are prepared as a consolidation of the financial statements of

the Company and its subsidiaries. Subsidiaries are entities controlled by HEINEKEN. HEINEKEN

controls an entity when it has power over the investee, is exposed or has the right to variable returns

from its involvement with that entity and can affect those returns through its power over the entity.

Control is generally obtained by ownership of more than 50% of the voting rights.

The financial statements of subsidiaries are included in the consolidated financial statements from

the date that control commences until the date that control ceases. Accounting policies of

subsidiaries have been changed where necessary to ensure consistency with the policies adopted by

HEINEKEN.

On consolidation, intra-HEINEKEN balances and transactions, and any unrealised gains and losses or

income and expenses arising from intra-HEINEKEN transactions, are eliminated. Unrealised gains

arising from transactions with associates and joint ventures (refer to note 10.3) are eliminated

against the investment to the extent of HEINEKEN’s interest in the investee. Unrealised losses are

eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of

impairment.

(b) Foreign currency

Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of

HEINEKEN entities using the exchange rates at the transaction date, except for HEINEKEN entities

in hyperinflationary economies, refer to note 5(c). Receivables, payables and other monetary assets

and liabilities denominated in foreign currencies are re-translated to the functional currency using

the exchange rates at the balance sheet date. The resulting foreign currency differences are

recognised in the income statement, except for foreign currency differences arising on re-translation

of Fair Value through Other Comprehensive Income (FVOCI) investments and financial liabilities

designated as a hedge of a net investment, which is recognised in other comprehensive income.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair

value are re-translated to the functional currency at the exchange rate at the date that the fair value

was determined. Non-monetary items in a foreign currency that are measured at cost are translated

into the functional currency at the exchange rate at the transaction date.

Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising

on acquisition, and of intercompany loans with a permanent nature (quasi-equity) are translated to

Euro at the exchange rates at the reporting date. The income and expenses of foreign operations

are translated to Euro at the exchange rates that approximates the exchange rates ruling at the

dates of the transactions, except for foreign operations in hyperinflationary economies.

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Foreign currency differences are recognised in other comprehensive income and are presented

within equity in the translation reserve. However, if the operation is not a wholly-owned subsidiary,

the relevant proportionate share of the translation difference is allocated to the non-controlling

interests. The cumulative amount in the translation reserve is (either fully or partly) reclassified to

the income statement upon disposal (either fully or partly) or liquidation.

Exchange rates of key currencies

The following exchange rates, for the most important countries in which HEINEKEN has operations,

were used while preparing these consolidated financial statements:


In €	Year-end 2022	Year-end 2021	%	Average 2022	Average 2021	%
Brazilian Real (BRL)	0.1774	0.1585	11.9	0.1846	0.1569	17.7
Great Britain Pound (GBP)	1.1275	1.1901	(5.3)	1.1735	1.1631	0.9
Mexican Peso (MXN)	0.0485	0.0428	13.3	0.0472	0.0417	13.2
Nigerian Naira (NGN)	0.0020	0.0021	(4.8)	0.0022	0.0021	4.8
Polish Zloty (PLN)	0.2132	0.2174	(1.9)	0.2129	0.2190	(2.8)
Russian Ruble (RUB)	0.0126	0.0117	7.7	0.0139	0.0115	20.9
Singapore Dollar (SGD)	0.6993	0.6545	6.8	0.6897	0.6293	9.6
United States Dollar (USD)	0.9376	0.8829	6.2	0.9518	0.8455	12.6
Indian Rupee (INR)	0.0113	0.0119	(5.0)	0.0121	0.0114	6.1
Vietnamese Dong in 1,000 (VND)	0.0396	0.0386	2.6	0.0407	0.0369	10.3

To determine the existence of hyperinflation, HEINEKEN assesses the qualitative and quantitative

characteristics of the economic environment of the country, such as the cumulative inflation rate

over the previous three years.

The Ethiopian economy was designated as hyperinflationary for the period ending 31 December

2022. As a result, application of IAS 29 ‘Financial Reporting in Hyperinflationary Economies’ has

been applied to Heineken Ethiopia, whose functional currency is the Ethiopian Birr. On the

application of IAS 29 a cumulative inflation factor was applied using the consumer price index (CPI)

in Ethiopia, published by the Central Statistics Agency of Ethiopia. The movement in the CPI for the

year ended 31 December 2022 was 34% (2021: 35%).

The application of IAS 29 includes the following:

■Adjustment of historical cost non-monetary assets and liabilities for the change in purchasing

power caused by inflation from the date of initial recognition to the balance sheet date

■Adjustment of the income statement for inflation during the reporting period

■The income statement is translated at the period-end foreign exchange rate instead of an

average rate

■A net monetary gain/(loss) adjustment, recognised in the income statement, to reflect the impact

of inflation and exchange rate movement on holding monetary assets and liabilities in local

currency

(d) Cash flow statement

The cash flow statement is prepared using the indirect method. Assets and liabilities acquired as part

of a business combination are included in investing activities (net of cash acquired). Dividends paid

to shareholders are included in financing activities. Dividends received are classified as operating

activities, as well as interest paid.

(e) Offsetting financial instruments

If HEINEKEN has a legal right to offset financial assets with financial liabilities and if HEINEKEN

intends to either to settle on a net basis or to realise the asset and settle the liability simultaneously,

financial assets and liabilities are presented in the statement of financial position as a net amount.

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6. Operating activities

6.1 Operating segments

HEINEKEN distinguishes five reportable segments: Europe; Americas; Africa, Middle East & Eastern Europe; Asia Pacific and Heineken N.V.

Head Office & Other/Eliminations. Information about these reportable segments are provided in the table below:


		Europe		Americas		Africa, Middle East & Eastern Europe		Asia Pacific		Heineken N.V. Head Office & Other/Eliminations		Consolidated
In millions of €	Note	2022	2021	2022	2021	2022	2021	2022	2021	2022	2021	2022	2021
Net revenue (beia)1		11,362	9,494	9,421	7,226	4,005	3,159	4,652	2,764	(746)	(744)	28,694	21,901

Third party revenue2		13,461	11,444	9,608	7,372	4,868	3,828	6,706	3,926	33	13	34,676	26,583
Interregional revenue		761	724	18	28	—	—	—	5	(779)	(757)	—	—
Revenue		14,222	12,168	9,626	7,400	4,868	3,828	6,706	3,931	(746)	(744)	34,676	26,583
Excise tax expense3		(2,860)	(2,638)	(205)	(174)	(838)	(664)	(2,054)	(1,166)	—	—	(5,957)	(4,642)
Net revenue		11,362	9,530	9,421	7,226	4,030	3,164	4,652	2,765	(746)	(744)	28,719	21,941
Other income	6.2	117	31	9	207	20	12	—	1,271	1	—	147	1,521

Operating profit		1,154	1,156	1,359	1,217	391	414	1,293	1,850	86	(154)	4,283	4,483

Net finance expenses	11.1											(336)	(399)
Share of profit of associates and joint ventures	10.3	19	10	61	87	36	36	107	115	—	2	223	250
Income tax expense	12.1											(1,131)	(799)
Profit												3,039	3,535
Attributable to:
Shareholders of Heineken Holding N.V. (net profit)												1,343	1,663
Non-controlling interests in Heineken N.V.												1,339	1,661
Non-controlling interests in Heineken N.V. group companies												357	211

Operating profit reconciliation
Operating profit		1,154	1,156	1,359	1,217	391	414	1,293	1,850	86	(154)	4,283	4,483
Eia1		67	4	32	(2)	163	28	(58)	(1,097)	15	(1)	219	(1,069)
Operating profit (beia)1		1,221	1,160	1,391	1,215	554	442	1,235	753	101	(155)	4,502	3,414

1 Note that this is a non-GAAP measure. Due to rounding, this balance will not always cast.

2 Includes other revenue of €342 million (2021: €274 million).

3 Next to the €5,957 million of excise tax expense included in revenue (2021: €4,642 million), €2,333 million of excise tax expense is collected on behalf of third parties and excluded from revenue (2021: €1,606 million).

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		Europe		Americas		Africa, Middle East & Eastern Europe		Asia Pacific		Heineken N.V. Head Office & Other/Eliminations		Consolidated
In millions of €	Note	2022	2021	2022	2021	2022	2021	2022	2021	2022	2021	2022	2021
Current segment assets		3,259	2,606	2,837	2,367	1,842	1,255	2,091	1,542	848	1,661	10,877	9,431
Non-current segment assets		12,311	12,015	8,887	7,748	2,615	2,203	11,566	11,513	1,025	937	36,404	34,416
Investments in associates and joint ventures		181	258	861	790	266	260	2,988	2,839	—	1	4,296	4,148
Total segment assets		15,751	14,879	12,585	10,905	4,723	3,718	16,645	15,894	1,873	2,599	51,577	47,995
Unallocated assets												829	855
Total assets												52,406	48,850

Segment liabilities		4,475	3,860	3,211	2,547	1,791	1,566	1,534	1,330	2,424	1,892	13,435	11,195
Unallocated liabilities												17,051	17,955
Total equity												21,920	19,700
Total equity and liabilities												52,406	48,850
Purchase of owned property, plant and equipment	8.2	653	441	748	523	516	338	184	180	18	14	2,119	1,496
Acquisition of goodwill	8.1	106	12	—	—	—	—	3	632	—	—	109	644
Purchases of intangible assets	8.1	75	57	33	34	4	7	11	30	97	145	220	273
Depreciation of owned property, plant and equipment	8.2	(514)	(515)	(349)	(296)	(269)	(234)	(165)	(140)	(13)	(10)	(1,310)	(1,195)
Impairment (net of reversal) of owned property, plant and equipment and assets classified as held for sale	8.2, 10.2	(7)	(1)	(1)	(15)	(89)	—	36	—	—	—	(61)	(16)
Amortisation of intangible assets	8.1	(89)	(82)	(102)	(88)	(9)	(8)	(205)	(168)	(40)	(43)	(445)	(389)
Impairment (net of reversal) of intangible assets	8.1	(1)	(2)	—	(70)	—	—	190	—	—	—	189	(72)

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Reconciliation of segment profit or loss

The table below presents the reconciliation of operating profit before exceptional items and

amortisation of acquisition-related intangibles (operating profit beia) to profit before income tax.


In millions of €	2022	2021
Operating profit (beia)	4,502	3,414
Amortisation of acquisition-related intangible assets included in operating profit	(333)	(286)
Exceptional items included in operating profit	114	1,355
Share of profit of associates and joint ventures	223	250
Net finance expenses	(336)	(399)
Profit before income tax	4,170	4,334

The 2022 exceptional items and amortisation of acquisition-related intangibles in operating profit

amount to €219 million, net exceptional expense (2021: €1,069 million, net exceptional benefit).

This amount consists of:

■€333 million (2021: €286 million) of amortisation of acquisition-related intangibles recorded in

operating profit.

■€114 million net benefit (2021: €1,355 million net benefit) of exceptional items recorded in

operating profit. This includes:

—a net reversal of impairments of €132 million, including an impairment reversal of €234 million

for Papua New Guinea and an impairment of €88 million for Russia (total net impairments in

2021: €108 million)

—net restructuring expenses of €70 million (2021: €32 million)

—€44 million exceptional net benefit recorded as reduction in marketing expense related to tax

credits in Brazil (2021: €187 million exceptional net benefit recorded in other income related to

tax credits in Brazil)

—€44 million exceptional expense recorded relating to hyperinflation accounting adjustment in

Ethiopia (2021: nil)

—€52 million of other net exceptional benefit (2021: €1,308 million other exceptional net

benefit, including €1,270 million gain on previously-held equity interest in UBL)

Accounting estimates and judgements

Due to the complexity and variety in tax legislation, significant judgement is applied in the

assessment of whether excise tax expenses are borne by HEINEKEN or collected on behalf of third

parties.

HEINEKEN makes estimates when determining discount accruals in revenue at year-end, specifically

for conditional discounts. Refer to note 7.3 for more explanation on how discount accruals are

estimated.

Accounting policies

Segment reporting

Operating segments are reported consistently with the internal reporting provided to the Executive

Board of Heineken N.V., which is considered to be chief operating decision-maker. An operating

segment is a component of HEINEKEN that engages in business activities from which it may earn

revenues and incur expenses, including revenues and expenses that relate to transactions with any

of HEINEKEN’s other components. All operating segments’ operating results are reviewed regularly

by the Executive Board of Heineken N.V. to make decisions about resources to be allocated to the

segment and to assess its performance, and for which discrete financial information is available.

The first four reportable segments as presented in the segmentation tables are HEINEKEN’s business

regions. These business regions are each managed separately by a Regional President, who reports

to the Heineken N.V. Executive Board, and is directly accountable for the functioning of the

segment’s results, assets and liabilities. The Heineken N.V. Head Office operating segment falls

directly under the responsibility of the Executive Board of Heineken N.V. The Executive Board of

Heineken N.V. reviews the performance of the segments based on internal management reports

monthly.

Segment results, assets and liabilities that are reported to the Executive Board of Heineken N.V.

include items directly attributable to a segment as well as those that can be allocated on a

reasonable basis. Unallocated result items comprise net finance expenses and income tax expenses.

Unallocated assets mainly comprise deferred tax assets.

Segment capital expenditure is the total cost incurred during the period to acquire property, plant

and equipment and intangible assets other than goodwill.

Performance is measured based on operating profit (beia), as included in the internal management

reports that are reviewed by the Executive Board of Heineken N.V. Beia stands for 'before

exceptional items and amortisation of acquisition-related intangibles'. Exceptional items are defined

as items of income and expense of such size, nature or incidence, that in the view of management

their disclosure is relevant to explain the performance of HEINEKEN for the period. Exceptional items

include, among others, impairments of goodwill and fixed assets (and reversal of impairments),

gains and losses from acquisitions and disposals, redundancy costs following a restructuring, past

service costs and curtailments, hyperinflation accounting adjustments, the tax impact on

exceptional items and tax rate changes (the one-off impact on deferred tax positions).

Operating profit and operating profit (beia) are not financial measures calculated in accordance

with IFRS. Operating profit (beia) is used to measure performance as management believes that this

measurement is the most relevant in evaluating the results of the segments. Beia adjustments are

also applied to other metrics. The presentation of these financial measures may not be comparable

to similarly titled measures reported by other companies due to differences in the ways the

measures are calculated.

HEINEKEN has multiple distribution models to deliver goods to end customers. There is no reliance

on major clients. Deliveries to end consumers are country dependent and include deliveries via own

wholesalers and pubs, direct to customers and via third-party distribution. As such, distribution

models are country-specific and diverse across HEINEKEN. In addition, these various distribution

models are not centrally managed or monitored. Consequently, the Executive Board of Heineken N.V.

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does not allocate resources or assess performance based on business type information. Accordingly,

no segment information on business type is provided.

Inter-segment transfers or transactions are determined on an arm’s length basis. As net finance

expenses and income tax expenses are monitored on a consolidated level (and not on an individual

regional basis) and Regional Presidents of Heineken N.V. are not accountable for that, net finance

expenses and income tax expenses are not provided for the reportable segments.

Revenue

The majority of HEINEKEN's revenue is generated by the sale and delivery of products to customers.

The product range of HEINEKEN mainly consists of beer, soft drinks and cider. Products are mostly

own-produced finished goods from HEINEKEN's brewing activities, but also contain purchased goods

for resale from HEINEKEN's wholesale activities. HEINEKEN's customer group can be split between

on-trade customers like cafés, bars and restaurants and off-trade customers like retailers and

wholesalers. Due to HEINEKEN's global footprint, its revenue is exposed to strategic and financial

risks that differ per region.

Revenue is recognised when control over products has been transferred and HEINEKEN fulfilled its

performance obligation to the customer. For the majority of the sales, control is transferred either at

delivery of the products or upon pickup by the customer from HEINEKEN's premises.

Revenue is recognised based on the price specified in the contract, net of returns, discounts, sales

taxes and excise taxes collected on behalf of third parties.

Other revenues include rental income from pubs and bars, royalties, income from wholesale

activities, pub management services and technical services to third parties. Royalties are sales-based

and recognised in profit or loss (consolidated income statement) on an accrual basis in accordance

with the relevant agreement. Rental income, income from wholesale activities, pub management

services and technical services are recognised in profit or loss when the services have been delivered.

Discounts

HEINEKEN uses different types of discounts depending on the nature of the customer. Some

discounts are unconditional, like cash discounts, early payment discounts and temporary

promotional discounts. Unconditional discounts are recognised at the same moment of the related

sales transaction.

HEINEKEN also provides conditional discounts to customers. These contractually agreed conditions

include volume and promotional rebates. Conditional discounts are recognised based on estimated

target realisation. The estimation is based on accumulated experience supported by historical and

current sales information. A discount accrual is recognised at each reporting date for discounts

payable to customers based on their expected or actual volume up to that date.

Other discounts include listing and shelving visibility fees charged by the customer whereby the

payments to customers are closely related to the volumes sold. HEINEKEN assesses the substance of

contracts with customers to determine the classification of payments to customers as either

discounts or marketing expenses.

Discounts are accounted for as a reduction of revenue. Only when these payments to customers

relate to a distinct service, the amount is classified as operating expense.

Excise tax expense

Local tax authorities impose multiple taxes, duties and fees. These include excise on the sale or

production of alcoholic beverages, environmental taxes on the use of certain raw materials or

packaging materials, or the energy consumption in the production process. Excise duties are

common in the beverage industry but levied differently amongst the countries HEINEKEN operates

in. HEINEKEN performs a country by country analysis to assess whether the excise duty is sales-

related or effectively a production tax. In most countries, excise duties are effectively a production

tax as excise duties become payable when goods are moved from bonded warehouses and are not

based on the sales value. In these countries, increases in excise duties are not always (fully) passed

on to customers and HEINEKEN cannot, or can only partly, reclaim the excise duty in the case

products are eventually not sold to customers. Excise tax is borne by HEINEKEN for these countries

and shown as expenses. Only for those countries where excise is levied at the moment of the sales

transaction and excise is based on the sales value, the excise duties are collected on behalf of a tax

authority and consequently deducted from revenue. Due to the complexity and variety in tax

legislation, significant judgement is applied in the assessment of whether taxes are borne by

HEINEKEN or collected on behalf of a third party.

To provide transparency on the impact of the accounting for excise, HEINEKEN presents the excise

tax expense on a separate line below revenue in the consolidated income statement. A subtotal

called 'Net revenue' is therefore included in the Income Statement. This 'Net revenue' subtotal is

'revenue' as defined in IFRS 15 (after discounts) minus the excise tax expense for those countries

where the excise is borne by HEINEKEN.

6.2 Other income

Other income includes the gain on sale from transactions that do not arise from contracts with

customers and are therefore presented separately from revenue.


In millions of €	2022	2021
Gain on sale of property, plant and equipment	46	41
Gain on sale of intangible assets	10	9
Gain on sale of subsidiaries, joint ventures and associates	15	5
Gain on previously held equity-interests	76	1,270
Tax credits	—	196
	147	1,521

In 2021, other income mainly related to the gain on previously held equity-interest in United

Breweries Limited (UBL) in India (€1,270 million) after obtaining control of UBL on 29 July 2021 and

tax credits recognised in Brazil (€196 million) related to unduly paid PIS/COFINS1 for the period

2001 until 2021.

1 PIS/COFINS: PIS (Program of Social Integration) and COFINS (Contribution for the Financing of Social Security) are federal sales

taxes based on turnover of companies

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Accounting policies

Other income is recognised in profit or loss when control over the sold asset is transferred to the

buyer. The amount recognised as other income equals the proceeds obtained from the buyer minus

the carrying value of the sold asset.

As part of a step acquisition, any previously held equity interest in the acquiree is remeasured to fair

value on the date of the acquisition. The difference between the carrying value and the fair value of

the previously held equity interest is recognised in other income.

6.3 Raw materials, consumables and services


In millions of €	2022	2021
Raw materials	2,843	1,925
Non-returnable packaging	5,624	4,031
Goods for resale	1,766	1,217
Inventory movements	5	96
Marketing and selling expenses	2,692	2,091
Transport expenses	1,922	1,222
Energy and water	834	529
Repair and maintenance	585	503
Other expenses	2,347	1,921
	18,618	13,535

The increase in raw materials, consumables and services is mainly driven by inflation in commodity

and energy prices related to raw materials and non-returnable packaging.

Other expenses in raw materials, consumables and services mainly include consulting expenses of

€321 million (2021: €242 million), telecom and office automation of €300 million (2021: €277

million), warehousing expenses of €245 million (2021: €189 million), travel expenses of €113 million

(2021: €54 million), other taxes of €124 million (2021: €118 million), short-term lease expenses of

€86 million (2021: €61 million) and low-value lease expenses of €32 million (2021: €30 million).

Accounting policies

Expenses are recognised based on accrual accounting. This means that expenses are recognised

when the product is received or the service is provided regardless of when cash outflow takes place.

Costs related to power purchase agreements are included as part of 'Energy and water'.

6.4 Personnel expenses

The average number of full-time equivalent (FTE) employees, excluding contractors, in 2022 was

86,390 (2021: 82,257). FTE, excluding contractors, is divided per region as follows:

The increase in Asia Pacific is mainly attributable to the acquisition of UBL in India in the prior year,

whilst the increase in the Americas is mainly due the expansion of the route-to-consumer.

A total of 4,089 FTEs are based in the Netherlands (2021: 3,925 FTE).

HEINEKEN’s employees receive compensations such as salaries and wages, pensions (refer to note

9.1) and share-based payments (refer to note 6.5). Other personnel expenses include expenses for

contractors of €153 million (2021: €114 million) and a reversal of restructuring provision of €53

million (2021: €4 million, expense). Refer to note 9.2 for the restructuring provisions.


In millions of €	Note	2022	2021
Wages and salaries		2,757	2,382
Compulsory social security contributions		412	365
Contributions to defined contribution plans		57	53
Expenses related to defined benefit plans	9.1	115	102
Expenses related to other long-term employee benefits		5	3
Equity-settled share-based payment plan	6.5	57	51
Other personnel expenses		676	529
		4,079	3,485

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Accounting policies

Personnel expenses

Personnel expenses are recognised when the related service is provided. For more details on

accounting policies related to post-retirements obligations and share-based payments refer to notes

9.1 and 6.5 respectively.

6.5 Share-based payments

HEINEKEN has the following share-based compensation plans: long-term incentive plan,

extraordinary share plan and matching share plan (as part of the Short-term incentive plan of the

Executive Board of Heineken N.V.).

Long-term incentive plan (LTIP)

HEINEKEN has a performance-based LTIP for Heineken N.V.'s Executive Board and senior

management. Under this LTIP, share rights are conditionally awarded to participants on an annual

basis. The vesting of these rights is subject to the performance of Heineken N.V. on specific internal

performance conditions and continued service over a three-calendar year period by the employee.

The share rights are not dividend-bearing during the performance period.

During 2022, a combined ESG-related performance measures, with equal weighting, were included in

the LTIP. The performance conditions for LTIP 2022-2024 are organic net revenue growth, earnings

per share beia growth, free operating cash flow and combined ESG-related measures. The

performance conditions for LTIP 2020-2022 and 2021-2023, are organic net revenue growth,

organic operating profit beia growth, earnings per share beia growth and free operating cash flow.

The performance conditions are equally weighted.

At target performance, 100% of the awarded share rights vest. At threshold performance, 50% of the

awarded share rights vest and at maximum performance, 200% of the awarded share rights vest.

The grant date, fair market value (FMV) at the grant date, service period and vesting date for the

LTIP are visualised below:


LTI Plan	31-12-2019	31-12-2020		31-12-2021		31-12-2022		31-12-2023	31-12-2024

	grant date FMV €90.11		performance period
2020-2022			performance period					vesting date
2020-2022								vesting date



		grant date FMV €87.03			performance period
2021-2023					performance period				vesting date
2021-2023									vesting date



				grant date FMV €93.81				performance period
2022-2024								performance period
2022-2024							Total LTIP expenses recognised in 2022

The number of outstanding share rights and the movement over the year under the LTIP of the

Executive Board and senior management of Heineken N.V. is as follows:


	Number of share rights 2022	Number of share rights 2021
Outstanding as at 1 January	1,821,369	851,689
Granted during the year	431,038	444,541
Forfeited during the year	(115,887)	(113,363)
Cancelled during the year	87	(60,145)
Vested previous year	(284,183)	—
Performance adjustment	311,194	698,647
Outstanding as at 31 December	2,163,618	1,821,369
Share price as at 31 December	87.88	98.86

At vesting, HEINEKEN deducts a number of shares to cover payroll taxes and mandatory

withholdings on behalf of the individual employees. Therefore, the number of Heineken N.V. shares

to be received by LTIP participants is a net (after-tax) number. Ownership of the vested LTIP

2020-2022 shares will transfer to the Executive Board members of Heineken N.V. shortly after the

publication of the annual results of 2022 and to senior management on 1 April 2023.

Other share-based compensation plans

In 2022, under the Extraordinary share plans for senior management, 500 shares were granted

(2021: 58,566) and 32,505 (gross) shares vested (2021: 17,878). These extraordinary grants only

have a service condition and vest between one and five years. The expenses relating to these

additional grants are recognised in profit or loss during the vesting period. In 2022, expenses

amounted to €2 million (2021: €4 million).

Matching shares granted to the Executive Board of Heineken N.V. are disclosed in note 13.3.

Personnel expenses

The total share-based compensation expense that is recognised in 2022 amounts to €57 million

(2021: €51 million share-based compensation expense).


In millions of €	Note	2022	2021
Share rights granted in 2019		—	7
Share rights granted in 2020		19	21
Share rights granted in 2021		18	23
Share rights granted in 2022		20	—
Total expense recognised in personnel expenses	6.4	57	51

Heineken Holding N.V. Annual Report 2022

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Financial Statements 2022

Other Information

Accounting estimates

The grant date fair value is calculated by adjusting the share price at the grant date for estimated

foregone dividends during the performance period, as the participants are not entitled to receive

dividends during that period. The foregone dividends are estimated by applying HEINEKEN's

dividend policy on the latest forecasts of net profit (beia).

At each balance sheet date, HEINEKEN uses its latest forecasts to calculate the expected realisation

on the performance targets per plan. The number of shares is adjusted to the new target realisation

and HEINEKEN increases/decreases the total plan cost. The cumulative effect is recorded in the

profit or loss, with a corresponding adjustment to equity.

Expenses related to employees that voluntarily leave HEINEKEN are reversed as they will not receive

any shares from the LTIP. The expense calculation includes the estimated future forfeiture.

HEINEKEN uses historical information to estimate this forfeiture rate.

Accounting policies

HEINEKEN's share-based compensation plans are equity-settled share rights granted to

Heineken N.V.'s Executive Board and senior management.

The grant date fair value is calculated by deducting expected foregone dividends from the grant

date during the performance period share price. The costs of the share plans are adjusted for

expected performance and forfeiture and spread evenly over the service period.

Share-based compensation expenses are recorded in the profit or loss, with a corresponding

adjustment to equity.

6.6 Amortisation, depreciation and impairments


In millions of €	Note	2022	2021
Property, plant and equipment	8.2	1,537	1,487
Intangible assets	8.1	256	461
Assets classified as held for sale	10.2	88	—
Other		5	11
		1,886	1,959

Property, plant and equipment include depreciation and impairment of ROU assets of €254 million

(2021: €276 million).

Assets classified as held for sale relate to an impairment loss related to Russia disposal group

classified as held for sale, refer to note 10.2.

For more information on impairment losses, refer to note 8.2.

Accounting policies

Refer to note 8.1 for the accounting policy on impairments and amortisation, and to note 8.2 for the

policy on depreciation.

6.7 Earnings per share

The calculation of earnings per share (EPS) for the period ended 31 December 2022 is based on the

profit attributable to the shareholders of the Company (net profit) and the weighted average

number of shares outstanding (basic and diluted) during the year ended 31 December 2022.


In € per share (basic or diluted) for the period ended 31 December	2022	2021
Basic earnings per share	4.66	5.77
Diluted earnings per share	4.66	5.77

Refer to the table below for the information used in the calculation of the basic and diluted earnings

per share.

Weighted average number of shares – basic and diluted


	2022	2021
Total number of shares issued	288,030,168	288,030,168
Effect of own shares held	—	—
Weighted average number of basic shares outstanding for the year	288,030,168	288,030,168

Accounting policies

The Company presents basic and diluted earnings per share (EPS) data for its shares. Basic EPS is

calculated by dividing the profit or loss attributable to shareholders of the Company by the weighted

average number of shares outstanding during the year, adjusted for the weighted average number

of own shares purchased or held in the year. Diluted EPS is determined by dividing the profit or loss

attributable to shareholders by the weighted average number of shares outstanding, adjusted for

the weighted average number of own shares purchased or held in the year.

Heineken Holding N.V. Annual Report 2022

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Financial Statements 2022

Other Information

7. Working capital

7.1 Inventories

Inventories include raw and packaging materials, work in progress, spare parts, goods for resale and

finished products.


In millions of €	2022	2021
Raw materials	619	445
Work in progress	364	324
Finished products	598	499
Goods for resale	530	396
Non-returnable packaging	548	338
Other inventories and spare parts	591	436
	3,250	2,438

In 2022, the change in inventories written off to net realisable value was €9 million, release (2021:

€11 million, write off).

Accounting policies

Inventories are measured at the lower of cost and net realisable value. The cost of inventories is

based on a weighted average cost and includes expenditure incurred in acquiring the inventories,

production or conversion costs and other costs incurred in bringing them to their existing location

and condition. Cost of inventories are generally updated on annual basis except if a structural

change is identified during the period such as the impact of inflationary pressure on input costs.

Net realisable value is the estimated selling price in the ordinary course of business, less the

estimated costs of completion and selling expenses.

7.2 Trade and other receivables

Trade and other receivables arise during ordinary activities, for example from the sale of inventory,

from proceeds for contract brewing or from royalty fees.


In millions of €	2022	2021
Trade receivables	3,104	2,376
Other receivables	926	865
Trade receivables due from associates and joint ventures	16	13
Prepayments	485	408
	4,531	3,662

Trade and other receivables contain a net impairment loss of €38 million (2021: €28 million) from

contracts with customers, which is included in expenses for raw materials, consumables and services.

The ageing of trade and other receivables (excluding prepayments) as at 31 December 2022 is as

follows:


	2022		Past due
In millions of €	Total	Not past due	0-30 days	31-120 days	> 120 days
Gross	4,534	3,378	442	259	455
Allowance	(488)	(100)	(24)	(49)	(315)
	4,046	3,278	418	210	140


	2021		Past due
In millions of €	Total	Not past due	0-30 days	31-120 days	> 120 days
Gross	3,708	2,788	322	196	402
Allowance	(454)	(72)	(34)	(45)	(303)
	3,254	2,716	288	151	99

Heineken Holding N.V. Annual Report 2022

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Report of the Board of Directors

Financial Statements 2022

Other Information

The movement in allowance for credit losses for trade and other receivables during the year is as

follows:


In millions of €	2022	2021
Balance as at 1 January	454	504
Changes in consolidation	44	2
Addition to allowance	50	46
Allowance used	(47)	(77)
Allowance released	(12)	(18)
Other	(5)	(6)
Effect of movements in exchange rates	4	3
Balance as at 31 December	488	454

Accounting estimates

HEINEKEN determines on each reporting date the impairment of trade and other receivables using a

model (e.g. flow rate method) which estimates the lifetime expected credit losses that will be

incurred on these receivables. Individually significant financial assets are tested for impairment on

an individual basis. The remaining financial assets are assessed collectively in groups that share

similar credit risk characteristics. Due the macro-economic environment and uncertainties including

increasing inflationary pressure on HEINEKEN’s customers, more judgement is required in the

calculation of expected credit losses compared to the prior year. As part of these assessments,

HEINEKEN has incorporated all reasonable and supportable information available such as whether

there has been a breach of payment terms or deterioration of payment against payment terms, a

request for extended payment terms or a request for waived payment terms. For more information

on HEINEKEN's credit risk exposure refer to note 11.5.

Accounting policies

Trade and other receivables are held by HEINEKEN to collect the related cash flows. These

receivables are measured at fair value and subsequently at amortised cost minus any impairment

losses. Trade and other receivables are derecognised by HEINEKEN when substantially all risks and

rewards are transferred or if HEINEKEN does not retain control over the receivables.

7.3 Trade and other payables

In the ordinary course of business, payable positions arise towards suppliers of goods and services,

as well as to other parties. Refer to the table below for the different types of trade and other

payables.


In millions of €	2022	2021
Trade payables	5,852	4,631
Accruals	1,802	1,615
Taxation and social security contributions	1,103	999
Interest	172	177
Dividends	25	23
Other payables	329	305
	9,283	7,750

In 2022, the increase in trade payables is mainly due to inflation in commodity prices related to raw

materials and increased prices for transport.

Heineken Holding N.V. Annual Report 2022

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Other Information

Accounting estimates

HEINEKEN makes estimates in the determination of discount accruals. When discounts are provided

to customers, these reduce the transaction price and consequently the revenue. The conditional

discounts in revenue (refer to note 6.1) are estimated based on accumulated experience supported

by historical and current sales information. Expected sales volumes are determined taking into

account (historical) sales patterns and other relevant information. A discount accrual is recognised

for expected volume and discounts due to customers in relation to sales made until the end of the

reporting period.

Accounting policies

Trade and other payables are initially measured at fair value and subsequently at amortised cost.

Trade payables are derecognised when the contractual obligation is either discharged, cancelled or

expired.

7.4 Returnable packaging materials

HEINEKEN uses returnable packaging materials such as glass bottles, crates and kegs in selling the

finished products to the customer.

Returnable packaging materials

The majority of returnable packaging materials are classified as property, plant and equipment. The

category 'Other fixed assets' in property, plant and equipment (refer to note 8.2) includes €1,018

million (2021: €830 million) of returnable packaging materials.

Returnable packaging deposit liability

In certain markets, HEINEKEN has the legal or constructive obligation to take back the materials

from the market. A deposit value is generally charged upon the sale of the finished product, which is

reimbursed when the empty returnable packaging material is returned.


In millions of €	2022	2021
Returnable packaging deposits	545	476

Accounting estimates

The main accounting estimate relating to returnable packaging materials is determining the

returnable packaging materials in the market and the expected return thereof. This is based on

circulation times and losses of returnable packaging materials in the market.

Accounting policies

Returnable packaging materials

Returnable packaging materials may be classified as property, plant and equipment or inventory.

The classification mainly depends on whether ownership is transferred and if HEINEKEN has the

legal or constructive obligation to buy back the materials.

Refer to note 8.2 for the general accounting policy on property, plant and equipment. Specifically for

returnable packaging materials, the estimated useful life depends on the loss of the materials in the

market as well as on HEINEKEN's sites.

Returnable packaging deposit liability

HEINEKEN recognises a deposit liability when a legal or constructive obligation exists to reimburse

the customer for returnable packaging materials that are returned. The returnable packaging

deposit liability is based on the estimated returnable packaging materials in the market, the

expected return thereof and the deposit value.

In light of increasing inflationary pressures and HEINEKEN’s BaBW ambitions, the deposit value for a

number of returnable packaging materials were increased. In the event the deposit value is

increased, the relating liability is remeasured through profit and loss taking into account the

returnable packaging materials which are already in the market.

Heineken Holding N.V. Annual Report 2022

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Report of the Board of Directors

Financial Statements 2022

Other Information

8. Non-current assets

8.1 Intangible assets

Intangible assets within HEINEKEN are mainly goodwill, brands and customer-related intangibles such as customer lists. The majority of intangible assets have been recognised by HEINEKEN as part of

acquisitions. Refer to the table below for the historical cost per asset class and the movements during the year including amortisation.


	2022							2021
In millions of €	Note	Goodwill	Brands	Customer- related intangibles	Contract- based intangibles	Software, research and development and other	Total	Goodwill	Brands	Customer- related intangibles	Contract- based intangibles	Software, research and development and other	Total
Cost
Balance as at 1 January		12,278	8,712	2,172	1,033	1,185	25,380	11,149	4,552	2,051	946	1,081	19,779
Hyperinflation restatement to 1 January 2022		108	7	—	—	1	116	—	—	—	—	—	—
Changes in consolidation		109	229	10	—	(3)	345	644	3,644	—	(4)	(3)	4,281
Purchased/internally developed		—	—	5	7	208	220	—	112	1	36	124	273
Transfer (to)/from assets classified as held for sale	10.2	—	(17)	—	—	(21)	(38)	—	(2)	—	—	(1)	(3)
Disposals		—	(2)	—	(1)	(22)	(25)	—	(1)	—	—	(31)	(32)
Hyperinflation adjustment		49	3	—	—	1	53	—	—	—	—	—	—
Effect of movements in exchange rates		174	10	115	29	15	343	485	407	120	55	15	1,082
Balance as at 31 December		12,718	8,942	2,302	1,068	1,364	26,394	12,278	8,712	2,172	1,033	1,185	25,380

Amortisation and impairment losses
Balance as at 1 January		(468)	(1,708)	(1,352)	(385)	(705)	(4,618)	(471)	(1,409)	(1,182)	(332)	(618)	(4,012)
Hyperinflation restatement to 1 January 2022		—	(3)	—	—	—	(3)	—	—	—	—	—	—
Changes in consolidation		—	—	—	—	—	—	—	—	—	—	(3)	(3)
Amortisation charge for the year	6.6	—	(201)	(118)	(12)	(114)	(445)	—	(149)	(108)	(28)	(104)	(389)
Impairment losses	6.6	—	—	—	(1)	—	(1)	—	(134)	—	—	—	(134)
Reversals of impairments	6.6	—	173	16	—	1	190	—	53	9	—	—	62
Transfer to/(from) assets classified as held for sale	10.2	—	18	—	—	13	31	—	2	—	—	1	3
Disposals		—	2	—	1	15	18	—	1	—	—	25	26
Hyperinflation adjustment		—	(2)	—	—	(1)	(3)	—	—	—	—	—	—
Effect of movements in exchange rates		—	(61)	(82)	(3)	(9)	(155)	3	(72)	(71)	(25)	(6)	(171)
Balance as at 31 December		(468)	(1,782)	(1,536)	(400)	(800)	(4,986)	(468)	(1,708)	(1,352)	(385)	(705)	(4,618)

Carrying amount
As at 1 January		11,810	7,004	820	648	480	20,762	10,678	3,143	869	614	463	15,767
As at 31 December		12,250	7,160	766	668	564	21,408	11,810	7,004	820	648	480	20,762

Heineken Holding N.V. Annual Report 2022

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Financial Statements 2022

Other Information

Goodwill impairment testing

For impairment testing, goodwill in respect of Europe, Americas (excluding Brazil) and Asia Pacific

(excluding India) is allocated and monitored on a regional basis. For Brazil, India, subsidiaries within

Africa, Middle East & Eastern Europe and Heineken N.V. Head Office, goodwill is allocated and

monitored on an individual country basis. The total amount of goodwill of €12,250 million (2021:

€11,810 million) is allocated to each (group of) Cash Generating Unit (CGU) as follows:

The increase in goodwill of €440 million compared to 2021, mainly relates to application of

hyperinflation accounting in Ethiopia of €157 million and the movement in exchange rates of €174

million.

The carrying amount of a CGU is compared to the recoverable amount of the CGU. The recoverable

amounts of the (group of) CGUs are based on the higher of the fair value less costs of disposal

(FVLCD) and value in use (VIU) calculations. CGUs for which the recoverable amount is based on a

VIU model represent 94% of goodwill. VIU is determined by discounting the future cash flows

generated from the continuing use of the CGU using a pre-tax discount rate.

The key assumptions used for the value in use calculations are as follows:

■Cash flows are projected based on actual operating results and the approved business plan. Cash

flows thereafter are extrapolated up to a 10-year period (Europe 5-year) using an expected

annual volume growth rate per country, which is based on external sources. The extrapolated cash

flows are therefore projected using steady or progressively declining net cash flow growth rates.

Based on past experience, management considers this period to reflect the long-term

development of the local beer business.

■The beer price growth per year, after the forecast period, is assumed to be the expected country-

specific annual long-term inflation, which is based on external sources.

■Cash flows after the first 10-year period (Europe 5-year) are extrapolated using a perpetual

growth rate equal to the expected 30-year average inflation to calculate the terminal recoverable

amount. For Europe, a return on inflation-linked bond rates is used to extrapolate cash flows.

■A CGU-specific pre-tax weighted average cost of capital (WACC) was applied per CGU in

determining the recoverable amount of the units.

The values assigned to the key assumptions used for the VIU calculations are as follows:


In %	Pre-tax WACC	Expected annual long-term inflation applied for years 2026-2032	Expected volume growth rates applied for years 2026-2032
Europe	10.2	2.1	1.3
Americas (excluding Brazil)	12.3	2.9	1.6
Brazil	15.8	3.1	3.7
Africa, Middle East & Eastern Europe	16.6 - 30.1	4.9 - 8.6	1.5 - 4.4
Asia Pacific (excluding India)	13.6	3.3	1.4
Heineken N.V. Head Office	13.5	3.3	1.7

In 2022, there has been a general increase in the WACC applied across most CGUs, due to increased

interest rates.

Impairment losses

The annual goodwill impairment test did not result in an impairment loss for the current year (2021:

nil). The impairment test required as a result of the identification of impairment indicators resulted

in an impairment reversal of €189 million on intangible assets other than goodwill (2021: €72 million

on intangible assets other than goodwill, net impairment), which was charged to profit and loss

(refer to note 8.2).

Sensitivity to changes in assumptions

The outcome of a sensitivity analysis of a 200 basis points adverse change in key assumptions (i.e.

lower growth rates or higher discount rates respectively) did not result in a materially different

outcome for the impairment test.

Brands, customer-related and contract-based intangibles

The main brands capitalised are the brands acquired in various acquisitions. The main customer-

related and contract-based intangibles relate to customer relationships (constituted either by way of

a contractual agreement or by way of non-contractual relations) and re-acquired rights.

Accounting estimates and judgements

The cash flow projections used in the value in use calculations for goodwill impairment testing

contain various judgements and estimations as described in the key assumptions for the VIU

calculations. Such judgements and estimates are subject to change because of changing economic

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conditions and climate impact and actual cash flows may differ from forecasts. The below additional

considerations have been applied by HEINEKEN regarding the potential financial impact of the

macro-economic environment and uncertainties including increasing inflationary pressures

worldwide:

■Changes in the interest rate environment are taken into consideration when determining the

discount rates

■Terminal growth rates do not exceed the long-term annual inflation rate of the country or region,

thus excluding any increased inflation growth experiences in the short-term

■Sensitivity scenarios are applied to the key assumptions used in the impairment testing.

The impact of climate change risk on future cash flows have also been considered at an CGU and

asset level, including committed capex and operational expenditure. No material financial impacts

to the current year impairment assessment were identified.

For intangible assets, other than goodwill, estimates are required to determine the (remaining)

useful lives. Useful lives are determined based on the market position (for brands), estimated

remaining useful life of the customer relationships or the period of the contractual arrangements, or

estimates on technological and commercial developments (for software/development expenditure).

Amortisation is charged to profit or loss on a straight-line basis over the estimated useful life.

HEINEKEN believes that straight-line depreciation most accurately reflects the expected pattern of

consumption of the future economic benefits embodied in the intangible asset.

Accounting policies

Goodwill

Goodwill represents the difference between the fair value of the net assets acquired and the

transaction price of the acquisition. Goodwill arising on the acquisition of associates and joint

ventures is included in the carrying amount of the associates and joint ventures.

Goodwill is measured at cost less accumulated impairment losses. Goodwill is allocated to individual

or groups of CGUs for impairment testing and is tested annually for impairment. Negative goodwill

is recognised directly in profit or loss as other income. An impairment loss in respect of goodwill

cannot be reversed.

Brands, customer-related and contract-based intangibles

Brands, customer-related and contract-based intangibles acquired as part of a business combination

are recognised at fair value. Otherwise, these acquired intangibles are recognised at cost and

amortised over the estimated useful life of the individual brand, respectively over the remaining

useful life of the customer relationships or the period of the contractual arrangements.

Strategic brands are well-known international/local brands with a strong market position and an

established brand name.

Software, research and development and other intangible assets

Purchased software is measured at cost less accumulated amortisation. Expenditure on internally

developed software is capitalised when the expenditure qualifies as development activities,

otherwise, it is recognised in profit or loss when incurred.

Expenditure on research activities, undertaken with the prospect of gaining new technical

knowledge, is recognised in profit or loss when incurred.

Amortisation

Amortisation is calculated over the cost of the asset less its residual value. Intangible assets with a

finite life are amortised on a straight-line basis over their estimated useful lives from the date they

are available for use. The estimated useful lives are as follows:


Strategic brands	40 - 50 years
Other brands	5 - 25 years
Customer-related and contract-based intangibles	5 - 25 years
Re-acquired rights	3 - 12 years
Software	3 - 7 years
Capitalised development costs	3 years

The amortisation method, useful lives and residual values are reassessed annually. Changes in useful

lives or residual value are recognised prospectively.

De-recognition of intangible assets

Intangible assets are derecognised when disposed of or sold. Gains on sale of intangible assets are

presented in profit or loss as other income (refer to note 6.2); losses on sale are included in

amortisation. Goodwill is derecognised when the related CGU is sold.

Impairment of non-financial assets

At each reporting date, HEINEKEN reviews the carrying amounts of its non-financial assets (except

for inventories and deferred tax assets) to determine whether there is any indication of impairment.

If any such indication exists, the recoverable amount is estimated. The existence of any immediate

or short-term physical threats due to climate change were also considered in assessing for any

indication of impairment. Furthermore, HEINEKEN assesses goodwill and other intangible assets

with an indefinite useful life annually for impairment.

For impairment testing, assets are grouped into the smallest group of assets that generate cash

inflows from continuing use. The CGU for other non-financial assets is often the operating company

on a country level. The recoverable amount of an asset or CGU is the higher of an asset’s FVLCD and

VIU. In assessing the VIU, the estimated future cash flows are discounted to their present value

using a pre-tax discount rate that reflects current market assessments of the time value of money

and risks specific to the asset or CGU.

An impairment loss is recognised in profit or loss if the carrying amount of an asset or its CGU

exceeds its recoverable amount. Impairment losses are first allocated to goodwill and intangible

assets with an indefinite useful life. A remaining impairment loss is then allocated to the other assets

in the unit on a pro-rata basis. In respect of other assets, impairment losses recognised in prior

periods are assessed at each reporting date for any indications that the loss has decreased or no

longer exists. An impairment loss is reversed if there has been a change in the estimates used to

determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s

carrying amount does not exceed the carrying amount that would have been determined, net of

depreciation or amortisation if no impairment loss had been recognised.

Heineken Holding N.V. Annual Report 2022

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Report of the Board of Directors

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Other Information

8.2 Property, plant and equipment

Property, plant and equipment (P,P&E) are fixed assets that are owned by HEINEKEN, as well as right

of use (ROU) assets under a lease agreement. Owned and ROU assets are held for use in HEINEKEN's

operating activities. Refer to the table below for the split between owned assets and ROU assets as

per balance sheet date:


In millions of €	2022	2021
Property, plant and equipment - owned assets	12,610	11,518
Right of use assets	1,013	883
	13,623	12,401

Owned assets

The table below details the historical cost per asset class and the movements during the year for owned assets.


		2022					2021
In millions of €	Note	Land and buildings	Plant and equipment	Other fixed assets	Under construction	Total	Land and buildings	Plant and equipment	Other fixed assets	Under construction	Total
Cost
Balance as at 1 January		7,534	10,099	5,934	1,068	24,635	7,042	9,455	5,699	669	22,865
Hyperinflation restatement to 1 January 2022		72	161	102	1	336	—	—	—	—	—
Changes in consolidation and other transfers		63	36	2	(2)	99	187	171	13	13	384
Purchases		27	37	409	1,646	2,119	20	55	251	1,170	1,496
Transfer of completed projects under construction		237	646	462	(1,345)	—	119	393	279	(791)	—
Transfer (to)/from assets classified as held for sale		(163)	(269)	(84)	(4)	(520)	(21)	(29)	(9)	—	(59)
Disposals		(49)	(150)	(289)	(5)	(493)	(40)	(112)	(384)	(6)	(542)
Hyperinflation adjustment		47	100	65	1	213	—	—	—	—	—
Effect of movements in exchange rates		(3)	110	81	27	215	227	166	85	13	491
Balance as at 31 December		7,765	10,770	6,682	1,387	26,604	7,534	10,099	5,934	1,068	24,635

Depreciation and impairment losses
Balance as at 1 January		(2,759)	(6,048)	(4,247)	(63)	(13,117)	(2,586)	(5,605)	(3,999)	(69)	(12,259)
Hyperinflation restatement to 1 January 2022		(14)	(57)	(85)	—	(156)	—	—	—	—	—
Changes in consolidation and other transfers		4	—	1	—	5	—	(4)	4	—	—
Depreciation charge for the year	6.6	(172)	(513)	(625)	—	(1,310)	(156)	(460)	(579)	—	(1,195)
Impairment losses	6.6	(68)	(18)	(3)	(1)	(90)	(6)	(43)	(1)	(2)	(52)
Reversals of impairments	6.6	75	30	7	5	117	4	19	10	3	36
Transfer to/(from) assets classified as held for sale		80	177	63	—	320	13	26	9	—	48
Disposals		33	146	271	—	450	34	110	374	—	518
Hyperinflation adjustment		(14)	(20)	(65)	—	(99)	—	—	—	—	—
Effect of movements in exchange rates		(15)	(49)	(49)	(1)	(114)	(62)	(91)	(65)	5	(213)
Balance as at 31 December		(2,850)	(6,352)	(4,732)	(60)	(13,994)	(2,759)	(6,048)	(4,247)	(63)	(13,117)

Carrying amount
As at 1 January		4,775	4,051	1,687	1,005	11,518	4,456	3,850	1,700	600	10,606
As at 31 December		4,915	4,418	1,950	1,327	12,610	4,775	4,051	1,687	1,005	11,518

Heineken Holding N.V. Annual Report 2022

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Report of the Board of Directors

Financial Statements 2022

Other Information

Land and buildings include the breweries and offices of HEINEKEN as well as stores, pubs and bars.

The plant and machinery asset class contains all the assets needed in HEINEKEN's brewing,

packaging and filling activities. Other fixed assets mainly consist of returnable packaging materials,

commercial fixed assets and furniture, fixtures and fittings. Refer to note 7.4 for further information

on returnable packaging materials that are included in this category.

Impairment losses

A net impairment reversal of €27 million on owned P,P&E (2021: €16 million, net impairment), €4

million impairment reversal on ROU assets (2021: €20 million, net impairment) and €189 million

impairment reversal on intangible assets with finite useful life (2021: €72 million, net impairment)

were recorded for the year ended 31 December 2022. The net impairment reversal mainly relates to

impairment reversal in the CGU Papua New Guinea (€234 million) which is included in the Asia

Pacific operating segment. The reversal is primarily driven by an improved performance and stronger

recovery from COVID-19 in a more favourable macro-economic environment, since the recognition

of the impairment in 2020.

The determination of the recoverable amount of Papua New Guinea is based on a VIU valuation,

which is based on a discounted 10-year cash flow forecast. The key assumptions used to determine

the cash flows are based on market expectations and management's best estimate. Cash flows

thereafter are extrapolated using a perpetual growth rate equal to the expected 30-year

compounded average inflation, in order to calculate the terminal recoverable amount.

Impairments (reversals) are recorded on the line 'amortisation, depreciation and impairments' in the

Income Statement. For a split per asset class, refer to the movement schedules in notes 8.1 and 8.2.

See the table below for the key assumptions:


	Papua New Guinea
In %	2023 - 2025	2026-2032
Pre-tax WACC (in local currency)	20.5	20.5
Expected annual long-term inflation	4.1	4.1
Expected volume growth	8.1	1.7

Right of use (ROU) assets

HEINEKEN leases stores, pubs, offices, warehouses, cars, (forklift) trucks and other equipment in the

ordinary course of business. HEINEKEN has around 36,000 leases with a wide range of different

terms and conditions, depending on local regulations and practices. Many leases contain extension

and termination options, which are included in the lease term if HEINEKEN is reasonably certain to

exercise the option. Refer to the table below for the carrying amount of ROU assets per asset class

per balance sheet date:


In millions of €	2022	2021
Land and buildings	830	692
Equipment	183	191
Carrying amount ROU assets as at 31 December	1,013	883

In 2022, €218 million was added to the ROU assets as a result of entering into new lease contracts

and the remeasurement of existing leases (2021: €223 million). The depreciation and impairments

of ROU assets for the financial year ending 31 December is as follows:


In millions of €	2022	2021
Land and buildings	174	180
Equipment	80	96
Depreciation and impairments for ROU assets	254	276

Accounting estimates and judgements

Estimates are required to determine the (remaining) useful lives of fixed assets. Useful lives are

determined based on an asset's age, the frequency of its use, repair and maintenance policy,

technology changes in production, redundancies or changes due to climate risks and expected

restructuring.

HEINEKEN estimates the expected residual value per asset item. The residual value is the higher of

the expected sales price (based on recent market transactions of similar sold items) and its material

scrap value.

Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of

items of P,P&E. HEINEKEN believes that straight-line depreciation most closely reflects the expected

pattern of consumption of the future economic benefits embodied in the asset.

Judgement is required to determine the lease term. The assessment of whether HEINEKEN is

reasonably certain to exercise such options impacts the lease term, which as a result could affect the

amount of lease liabilities and ROU assets recognised.

Accounting policies

Owned assets

A fixed asset is recognised when it is probable that future economic benefits associated with the

P,P&E item will flow to HEINEKEN and when the cost of the P,P&E can be reliably measured. The

majority of the P,P&E of HEINEKEN are owned assets, rather than leased assets.

P,P&E are recognised at historical cost less accumulated depreciation and impairment losses.

Historical cost includes all costs directly attributable to the purchase of an asset. The cost of self-

constructed assets includes all directly attributable costs to make the asset ready for its intended

use. Spare parts that meet the definition of P,P&E are capitalised and accounted for accordingly. If

spare parts do not meet the recognition criteria of P,P&E, they are either carried in inventory or

consumed and recorded in profit or loss.

Subsequent costs are capitalised only when it is probable that the expenses will lead to future

economic benefits and can be measured reliably. The carrying amount of any component accounted

for as a separate asset is derecognised when replaced. All other repairs and maintenance are

charged to profit or loss during the reporting period in which they are incurred.

For the contractual commitments on ordered P,P&E refer to note 13.2.

Heineken Holding N.V. Annual Report 2022

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Report of the Board of Directors

Financial Statements 2022

Other Information

Depreciation and impairments

Depreciation is calculated using the straight-line method, based on the estimated useful life of the

asset class. The estimated useful lives of the main asset classes are as follows:


Buildings	15 - 40 years
Plant and equipment	5 - 30 years
Other fixed assets	3 - 10 years

Land and assets under construction are not depreciated. When assets under construction are ready

for their intended use, they are transferred to the relevant category and depreciation starts. All other

P,P&E items are depreciated over their estimated useful life to the asset's residual value.

The depreciation method, residual value and useful lives are reassessed annually. Changes in useful

lives or residual value are recognised prospectively.

HEINEKEN reviews whether indicators for impairment exist on a CGU level. When an indicator of

impairment exists, assets are tested for impairment. Impairment losses on assets, other than

goodwill, recognised in prior periods are assessed at each reporting date for any indication of a

reversal, due to observable indications that the asset's value has increased significantly or other

significant changes with favourable effects.

Derecognition of Property, plant and equipment

P,P&E is derecognised when it is scrapped or sold. Gains on sale of P,P&E are presented in profit or

loss as other income (refer to note 6.2); losses on sale are included in depreciation.

Right of use (ROU) assets

Definition of a lease

A contract contains a lease if it provides the right to control the use of an identified asset for a

period of time in exchange for an amount payable to the lessor. The right to control the use of the

identified asset exists when having the right to obtain substantially all of the economic benefits

from the use of that asset and when having the right to direct the use of that asset.

HEINEKEN as a lessee

At the start date of the lease, HEINEKEN (lessee) recognises a ROU asset and a lease liability on the

balance sheet. The ROU asset is initially measured at cost, and subsequently at cost less

accumulated depreciation and impairment losses, and adjusted for certain remeasurements of the

lease liability. For measurement of the lease liability, refer to note 11.3.

HEINEKEN applies the following practical expedients for the recognition of leases:

■The short-term lease exemption means that leases with a duration of less than a year are

expensed in the income statement on a straight-line basis.

■The low-value lease exemption, meaning that leased assets with an individual value of €5,000 or

less if bought new, are expensed in the income statement on a straight-line basis.

HEINEKEN as a lessor

A lease is classified as a finance lease when it transfers substantially all the risks and rewards

relating to ownership of the underlying asset to the lessee. For contracts where HEINEKEN acts as an

intermediate lessor, the subleases are classified with reference to the ROU asset.

Lease related notes

For lease liabilities, refer to note 11.3 Borrowings. For short-term and low-value leases, refer to other

expenses in note 6.3 Raw materials, consumables and services. For the lease receivables, refer to

other receivables in note 8.4 Other non-current assets and other receivables in note 7.2 Trade and

other receivables. For the contractual maturities of lease liabilities, refer to note 11.5 Credit, liquidity

and market risk.

8.3 Loans and advances to customers

Loans and advances to customers are inherent to HEINEKEN's business model. Loans to customers

are repaid in cash on fixed dates while the settlement of advances to customers is linked to the sales

volume of the customer. Loans and advances to customers are usually backed by collateral such as

properties.


In millions of €	2022	2021
Loans to customers	61	56
Advances to customers	155	153
Loans and advances to customers	216	209

The movement in allowance for impairment losses for loans and advances to customers during the

year is as follows:

Heineken Holding N.V. Annual Report 2022

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Report of the Board of Directors

Financial Statements 2022

Other Information


In millions of €	2022	2021
Balance as at 1 January	69	90
Transfers	1	(2)
Addition to allowance	9	5
Allowance used	(8)	(14)
Allowance released	(5)	(12)
Effect of movements in exchange rates	3	2
Balance as at 31 December	69	69

Accounting estimates

HEINEKEN determines at each reporting date the impairment of loans and advances to customers

using an expected credit loss model, which estimates the credit losses over 12 months. If a

significant increase in credit risk occurs (e.g. more than 30 days overdue, change in credit rating,

payment delays in other receivables from the customer), credit losses over the lifetime of the asset

are incurred. Individually significant financial assets are tested for impairment on an individual basis.

The remaining financial assets are assessed collectively in groups that share similar credit risk

characteristics. Due to the macro-economic environment and uncertainties including increasing

inflationary pressure on HEINEKEN’s customers, more judgement is required for the calculation of

expected credit losses compared to the prior years. For more information on HEINEKEN's credit risk

exposure refer to note 11.5.

Accounting policies

Loans and advances to customers are initially measured at fair value and subsequently at amortised

cost minus any impairment losses.

8.4 Other non-current assets

Other non-current assets mainly consist of Fair Value through other comprehensive income (FVOCI)

investments, long-term prepayments and other receivables with a duration longer than 12 months.


In millions of €	Note	2022	2021
Fair value through OCI investments		154	135
Non-current derivatives	11.6	56	6
Loans to joint ventures and associates		15	28
Long-term prepayments		461	392
Other receivables		544	509
Other non-current assets		1,230	1,070

The FVOCI investments primarily consist of equity securities. HEINEKEN designates these

investments as FVOCI as these are not held for trading purposes.

Other receivables include lease receivables of €137 million (2021: €148 million). The average

outstanding term of the lease receivables, including the short-term portion of lease receivables, is 2.9

years (2021: 3.0 years). It further includes tax credits of €137 million (2021: €161 million) recognised

in Brazil (refer to note 6.2). The remainder of other receivables mainly originate from the acquisition

of the beer operations of FEMSA and represent a receivable on the Brazilian authorities on which

interest is calculated in accordance with Brazilian legislation. The collection of this receivable is

expected to be beyond a period of five years. A part of the aforementioned qualifies for

indemnification towards FEMSA and is provided for.

Sensitivity analysis – equity securities

An increase or decrease of 1% in the share price of the equity securities at the reporting date would

not have a material impact.

Accounting estimates

HEINEKEN determines on each reporting date the impairment of other receivables using an

expected credit loss model, which estimates the credit losses over 12 months. Only in case of a

significant increase in credit risk occurs (e.g. more than 30 days overdue, change in credit rating,

payment delays in other receivables from the customer) the credit losses over the lifetime of the

asset are incurred. Individually significant other receivables are tested for impairment on an

individual basis. The remaining financial assets are assessed collectively in groups that share similar

credit risk characteristics. For more information on HEINEKEN's credit risk exposure refer to note

11.5.

Accounting policies

Fair value through OCI investments

HEINEKEN’s investments in equity securities are classified as FVOCI. These investments are interests

in entities where HEINEKEN has less than significant influence. This is generally the case by

ownership of less than 20% of the voting rights. Upon the sale of these equity securities the

accumulated fair value and currency translation changes are transferred to retained earnings.

FVOCI investments are measured at fair value (refer to note 13.1). The fair value changes are

recognised in OCI and presented within equity in the fair value reserve. Dividend income is

recognised in profit or loss.

Non-current derivatives

Refer to the accounting policies on derivative financial instruments in note 11.6.

Other

The remaining non-current assets as presented in the previous table are initially measured at fair

value and subsequently at amortised cost minus any impairment losses.

Heineken Holding N.V. Annual Report 2022

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Report of the Board of Directors

Financial Statements 2022

Other Information

9. Provisions and contingent liabilities

9.1 Post-retirement obligations

HEINEKEN makes contributions to pension plans that provide pension benefits to (former)

employees upon retirement, both via defined benefit as well as defined contribution plans. Other

long-term employee benefits include long-term bonus plans, termination benefits, medical plans and

jubilee benefits. Refer to note 6.4 for the contribution to defined contribution plans. This note relates

to HEINEKEN's defined benefit pension plans. Refer to the table below for the present value of the

defined benefit plans as at 31 December.


In millions of €	2022	2021
Present value of unfunded defined benefit obligations	177	169
Present value of funded defined benefit obligations	7,745	10,013
Total present value of defined benefit obligations	7,922	10,182
Fair value of defined benefit plan assets	(7,569)	(9,680)
Present value of net obligations	353	502
Asset ceiling items	129	101
Defined benefit plans included under non-current assets	28	6
Recognised liability for defined benefit obligations	510	609
Other long-term employee benefits	58	59
	568	668

The vast majority of benefit payments are from pension funds that are held in trusts (or equivalent),

however, there is a small portion where HEINEKEN fulfils the benefit payment obligation as it falls

due. Plan assets held in trusts are governed by Trustee Boards composed of HEINEKEN

representatives and independent and/or member representation, in accordance with local

regulations and practice in each country. The relationship and division of responsibility between

HEINEKEN and the Trustee Board (or equivalent) including investment decisions and contribution

schedules are carried out in accordance with the plan's regulations.

The defined benefit pension plans in the Netherlands (NL) and the United Kingdom (UK) represent

the majority of the total defined benefit plan assets and the present value of the defined benefit

obligations.

Refer to the table below for the split of these plans in the total present value of the net obligations

of HEINEKEN.


	2022	2021	2022	2021	2022	2021	2022	2021
In millions of €	UK	UK	NL	NL	Other	Other	Total	Total
Total present value of defined benefit obligations	2,641	4,288	4,120	4,562	1,161	1,332	7,922	10,182
Fair value of defined benefit plan assets	(2,557)	(4,137)	(4,055)	(4,523)	(957)	(1,020)	(7,569)	(9,680)
Present value of net obligations	84	151	65	39	204	312	353	502

Defined benefit plan in the Netherlands

HEINEKEN provides employees in the Netherlands with an average pay pension plan based on

earnings up to the legal tax limit. Indexation of accrued benefits is conditional on the funded status

of the pension fund. HEINEKEN pays contributions to the fund up to a maximum level agreed with

the Board of the pension fund and has no obligation to make additional contributions in case of a

funding deficit.

During 2022, the coverage ratio of the Dutch pension fund improved significantly. Rising interest

rates lowered the fund’s net defined benefit obligations given its relatively low interest hedging

policy. The fund’s financial position allowed for pension indexation in 2022. In July 2022, the Board

of the pension fund decided to provide an annual discretionary indexation of accrued benefits of

3.42% to all its members. In December 2022, the Board of the pension fund decided to provide an

annual discretionary indexation of accrued benefits at 1 January 2023 of 14.33%.

In 2022, the decrease in the fair value of defined benefit plan assets is mainly due to a decrease in

the value of bonds, interest rate swaps, mortgages and equity instruments. The lower defined

benefit obligation is mainly due to a higher discount rate assumption, partially offset by a higher

indexation assumption. HEINEKEN’s cash contribution to the Dutch pension plan was at the

maximum level. The same level will apply in 2023.

Defined benefit plan in the United Kingdom

HEINEKEN’s UK plan (Scottish & Newcastle pension plan 'SNPP') was closed to future accrual in 2011

and the liabilities thus relate to past service before plan closure. Based on the triennial review

finalised in early 2019, HEINEKEN has renewed the funding plan (until 31 May 2023) including an

annual deficit reduction contribution of GBP39.2 million in 2018, thereafter increasing with GBP1.7

million per year. At the end of 2018, an agreement (the 'Funding Agreement') was reached with the

UK pension fund Trustees on a more conservative longer-term funding and investment approach

towards 2030. This agreement has been formalised during 2019 and signed in early 2020, which

leads to a gradual decrease in investment risk. The current schedule of deficit recovery payments

until May 2023 will remain in place. As of June 2023, deficit recovery payments will stop. Going

forward recovery payments will be conditional on the funding position of the pension fund and

capped on the current contribution level.

Heineken Holding N.V. Annual Report 2022

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Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

In 2022, the decrease in the fair value of defined benefit plan assets is mainly due to the lower value

of debt investments, as a result of an increase in interest rates. The increase in interest rates lowered

not only the plan assets, but also the plan liabilities. As the fund is closed to future accrual, the

strategic asset allocation is more conservative with high interest and inflation hedging levels.

Defined benefit plans in other countries

In a few other countries, HEINEKEN offers defined benefit plans, which are individually not

significant to HEINEKEN. The majority of these plans are closed for new participants.

Movement in net defined benefit obligation

The movement in the net defined benefit obligation during the year is as follows:


		Present value of defined benefit obligations		Fair value of defined benefit plan assets		Present value of net obligations
In millions of €	Note	2022	2021	2022	2021	2022	2021
Balance as at 1 January		10,182	9,590	(9,680)	(8,757)	502	833
Included in profit or loss
Current service cost		112	106	—	—	112	106
Past service cost/(credit)		(2)	(9)	—	—	(2)	(9)
Administration expense		—	—	5	5	5	5
Expense recognised in personnel expenses	6.4	110	97	5	5	115	102
Interest expense/(income)	11.1	212	107	(198)	(93)	14	14
		322	204	(193)	(88)	129	116
Included in OCI
Remeasurement loss/(gain):
Actuarial loss/(gain) arising from	12.3
Demographic assumptions		47	67	—	—	47	67
Financial assumptions		(2,714)	346	—	—	(2,714)	346
Experience adjustments		550	13	—	—	550	13
Return on plan assets excluding interest income1		—	—	2,011	(726)	2,011	(726)
Effect of movements in exchange rates		(114)	309	112	(288)	(2)	21
		(2,231)	735	2,123	(1,014)	(108)	(279)
Other
Changes in consolidation and reclassification		1	12	(7)	(10)	(6)	2
Contributions paid:
By the employer		—	—	(164)	(165)	(164)	(165)
By the plan participants		25	24	(25)	(24)	—	—
Benefits paid		(377)	(378)	377	378	—	—
Settlements		—	(5)	—	—	—	(5)
		(351)	(347)	181	179	(170)	(168)
Balance as at 31 December		7,922	10,182	(7,569)	(9,680)	353	502

1 The total OCI impact for the current year also included movement resulting from asset ceiling increase between 2021 and 2022.

Heineken Holding N.V. Annual Report 2022

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Other Information

Defined benefit plan assets


	2022			2021
In millions of €	Quoted	Unquoted	Total	Quoted	Unquoted	Total
Equity instruments:
Europe	316	—	316	462	—	462
Northern America	847	—	847	1,218	—	1,218
Japan	118	—	118	135	—	135
Asia other	160	—	160	254	—	254
Other	92	145	237	89	156	245
	1,533	145	1,678	2,158	156	2,314

Debt instruments:
Bonds – investment grade	3,744	1,125	4,869	5,631	817	6,448
Bonds – non-investment grade	228	361	589	526	294	820
	3,972	1,486	5,458	6,157	1,111	7,268

Derivatives	41	(1,296)	(1,255)	38	(1,474)	(1,436)
Properties and real estate	249	659	908	326	615	941
Cash and cash equivalents	362	34	396	179	78	257
Investment funds	25	351	376	12	264	276
Other plan assets	94	(86)	8	114	(54)	60
	771	(338)	433	669	(571)	98
Balance as at 31 December	6,276	1,293	7,569	8,984	696	9,680

The HEINEKEN pension funds monitor the mix of debt and equity securities in their investment

portfolios based on market expectations. Material investments within the portfolio are managed on

an individual basis. Through its defined benefit pension plans, HEINEKEN is exposed to several risks,

the most significant are detailed below.

Risks associated with defined benefit plans

Asset volatility

The plan liabilities are calculated using a discount rate set with reference to AA corporate bond

yields. If the return on the plan assets is less than the return on the liabilities implied by this

assumption, this will create a deficit. The plan in the Netherlands holds a significant proportion of

equities, which are expected to outperform corporate bonds in the long term while providing

volatility and risk in the short term.

In the Netherlands, an Asset-Liability Matching (ALM) study is performed at least on a triennial

basis, the last ALM study was performed in 2021. The ALM study is the basis for the strategic

investment policies and the (long-term) strategic investment mix. As at 31 December 2022, the

strategic asset mix comprises 33.5% of plan assets in equity securities, 25% in bonds and swaps, 18%

in alternative investments, 11% in mortgage and 12.5% in real estate.

In the UK, an actuarial valuation is performed at least on a triennial basis. The valuation is the basis

for the funding plan, strategic investment policies and the (long-term) strategic investment mix. The

valuation was performed in 2021. As at 31 December 2022, the strategic mix of assets comprises

30% of plan assets in liability-driven investments, 26.5% in corporate bonds, 15% in higher-yielding

credit, 15% in private markets, 7.5% in long lease property and 6% in equities. As part of the Funding

Agreement, the strategic asset mix will evolve between now and 2030 to provide greater certainty of

return, lower volatility and higher cash generation.

Interest rate risk

A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset

by an increase in the value of the plans’ fixed-rate instruments holdings.

In the Netherlands, interest rate risk is managed through fixed-income investments and interest rate

swap instruments. These investments and instruments match the liabilities by 38% as at 31

December 2022 (2021: 24%). In the UK, interest rate risk is managed through the use of a mixture of

fixed income investments and interest rate swap instruments. These investments and instruments

match 96% of the interest rate sensitivity of the total liabilities as measured on a Gilts +1% liability

basis (2021: 96% as measured on the same basis).

Inflation risk

Some of the pension obligations are linked to inflation. Higher inflation will lead to higher liabilities,

although in most cases caps on the level of inflationary increases are in place to protect the plan

against extreme inflation. The majority of the plan assets are either unaffected by or loosely

correlated with inflation, meaning that an increase in inflation will increase the deficit.

HEINEKEN provides employees in the Netherlands with an average pay pension plan, whereby

indexation of accrued benefits is conditional on the funded status of the pension fund. In the UK,

inflation risk is partly managed through the use of a mixture of inflation-linked derivative

instruments. These instruments match 96% of the inflation-linked liabilities as measured on a Gilts

+1% liability basis (2021: 96% as measured on the same basis).

Life expectancy

The majority of the plans’ obligations are to provide benefits for the life of the member, so increases

in life expectancy will increase the plans’ liabilities. This is particularly significant in the UK plan,

where inflation-linked increases result in higher sensitivity to changes in life expectancy. In 2015, the

Trustee of HEINEKEN UK's pension plan implemented a longevity hedge to remove the risk of a

higher increase in life expectancy than anticipated for the 2015 population of pensioners.

Heineken Holding N.V. Annual Report 2022

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Report of the Board of Directors

Financial Statements 2022

Other Information

Principal actuarial assumptions as at the balance sheet date

Based on the significance of the Dutch and UK pension plans compared with the other plans, the

table below refers to the major actuarial assumptions for those two plans as at 31 December:


	The Netherlands		UK1
In %	2022	2021	2022	2021
Discount rate as at 31 December	3.8	1.1	5.0	1.8
Future salary increases	2.0	2.0	—	—
Future pension increases	2.9	1.3	3.1	3.4

1 The UK plan is closed for future accrual, leading to certain assumptions being equal to zero.

For the other defined benefit plans, the following actuarial assumptions apply as at 31 December:


	Europe		Americas
In %	2022	2021	2022	2021
Discount rate as at 31 December	2.3-3.9	0.3-1.1	9.4-13.0	8.0-8.2
Future salary increases	0.0-3.4	0.0-3.1	0.0-4.5	0.0-4.5
Future pension increases	0.0-2.3	0.0-2.0	0.0-3.5	0.0-3.5
Medical cost trend rate	—	—	5.1-7.5	5.1-7.0

Assumptions regarding future mortality rates are based on published statistics and mortality tables.

For the Netherlands, the rates are obtained from the ‘AG-Prognosetafel 2022’, fully generational. For

the UK, the future mortality rates are obtained by applying the Continuous Mortality Investigation

2021 projection model.

The weighted average duration of the defined benefit obligation at the end of the reporting period is

16 years (2021: 18 years).

Except for the reduction in recovery contributions for the UK pension fund, HEINEKEN expects the

contributions to be paid for the defined benefit plans for 2023 to be in line with 2022.

Sensitivity analysis

As at 31 December, changes to one of the relevant actuarial assumptions that are considered

reasonably possible, holding other assumptions constant, would have affected the defined benefit

obligation by the following amounts:


	2022		2021
Effect in millions of €	Increase in assumption	Decrease in assumption	Increase in assumption	Decrease in assumption
Discount rate (0.5% movement)	(551)	629	(876)	989
Future salary growth (0.25% movement)	8	(8)	33	(31)
Future pension growth (0.25% movement)	253	(245)	403	(407)
Medical cost trend rate (0.5% movement)	3	(3)	4	(3)
Life expectancy (1 year)	318	(317)	484	(479)

Accounting estimates

To make the actuarial calculations for the defined benefit plans, HEINEKEN needs to make use of

assumptions for discount rates, future pension increases and life expectancy as described in this

note. The actuarial calculations are made by external actuaries based on inputs from observable

market data, such as corporate bond returns and yield curves to determine the discount rates used,

mortality tables to determine life expectancy and inflation numbers to determine future salary and

pension growth assumptions.

Accounting policies

Defined contribution plans

A defined-contribution plan is a post-retirement plan for which HEINEKEN pays fixed contributions

to a separate entity. HEINEKEN has no legal or constructive obligation to pay further contributions if

the fund does not hold sufficient assets to pay out employees.

Defined benefit plans

A defined benefit plan is a post-retirement plan that is not a defined contribution plan. Typically,

defined benefit plans define an amount of pension benefit that an employee will receive on

retirement, usually dependent on one or more factors such as age, years of service and

compensation.

HEINEKEN’s net obligation in respect of defined benefit pension plans is calculated separately for

each plan by estimating the amount of future benefits that employees have earned in return for

their service in the current and prior periods; those benefits are discounted to determine its present

value. The fair value of any defined benefit plan assets is deducted. The discount rate is the yield at

balance sheet date on high quality credit-rated bonds that have maturity dates approximating to

the terms of HEINEKEN’s obligations and are denominated in the same currency in which the

benefits are expected to be paid.

The calculations are performed annually by qualified actuaries using the projected unit credit

method. When the calculation results in a benefit to HEINEKEN, the recognised asset is limited to

the present value of economic benefits available in the form of any future refunds from the plan or

reductions in future contributions to the plan. To calculate the present value of economic benefits,

consideration is given to any minimum funding requirements that apply to any plan in HEINEKEN.

An economic benefit is available to HEINEKEN if it is realisable during the life of the plan, or on

settlement of the plan liabilities. When the benefits of a plan are changed, the expense or benefit is

recognised immediately in profit or loss.

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Other Information

HEINEKEN recognises all actuarial gains and losses arising from defined benefit plans immediately

in other comprehensive income and all expenses related to defined benefit plans in personnel

expenses and other net finance income and expenses in profit or loss.

For changes to a defined benefit plan, which result in a plan amendment or a curtailment or

settlement, HEINEKEN determines the amount of any past service cost, or gain or loss on settlement,

by remeasuring the net defined benefit liability before and after the amendment, using current

assumptions and the fair value of plan assets at the time of the amendment. In case the net defined

benefit liability is remeasured to determine the impact of the changes, current service cost and net

interest for the remainder of the year are remeasured using the same assumptions and the same fair

value of plan assets.

9.2 Provisions

Provisions within HEINEKEN mainly relate to restructuring, and claims and litigation that arise in the

ordinary course of business. The outcome depends on future events, which are by nature uncertain.


In millions of €	Note	Claims and litigation	Taxes	Restruc- turing	Onerous contracts	Other	Total
Balance as at 1 January 2022		196	344	234	25	138	937
Transfers		10	(10)	—	—	—	—
Provisions made during the year		62	12	91	3	54	222
Provisions used during the year		(64)	(20)	(77)	(6)	(10)	(177)
Provisions reversed during the year		(75)	(61)	(38)	(3)	(47)	(224)
Effect of movements in exchange rates		12	12	—	(1)	2	25
Unwinding of discounts		9	6	—	—	—	15
Balance as at 31 December 2022		150	283	210	18	137	798
Non-current		131	256	88	6	91	572
Current		19	27	122	12	46	226

Claims and litigation

The provisions for claims and litigation of €150 million (2021: €196 million) mainly relate to civil and

labour claims in Brazil.

Taxes

The provisions for taxes of €283 million (2021: €344 million) relate to indirect taxes not within the

scope of IAS 12 and mainly relate to Brazil. Tax legislation in Brazil is highly complex and subject to

interpretation, therefore the timing of the cash outflows for these provisions is uncertain.

Other provisions

Included are, among others, provisions for credit risk on surety and guarantees issued of €50 million

(2021: €53 million).

Accounting estimates

In determining the likelihood and timing of potential cash outflows, HEINEKEN needs to make

estimates. For claims, litigation and tax provisions, HEINEKEN bases its assessment on internal and

external legal assistance and established precedents. For a large restructuring, management

assesses the timing of the costs to be incurred, which influences the classification as current or non-

current liabilities.

Accounting policies

A provision is a liability of uncertain timing or amount. A provision is recognised when HEINEKEN has

a present legal or constructive obligation as a result of past events that can be estimated reliably,

and it is probable (>50%) that an outflow of economic benefits will be required to settle the

obligation. In the case of accounting for business combinations, provisions are also recognised when

the likelihood is less than probable but more than remote (>5%).

Provisions are measured at the present value of the expenditures expected to be required to settle

the obligation, using a pre-tax rate that reflects the time value of money and the risks specific to the

obligation. The increase in the provision due to the passage of time is recognised as part of net

finance expenses.

The impact of climate change is also considered in identifying whether HEINEKEN has a present

legal or constructive obligation related to fines or penalties.

Restructuring

A provision for restructuring is recognised when HEINEKEN has approved a detailed and formal

restructuring plan, and the restructuring has either commenced or has been announced publicly.

Future operating losses are not provided for. The provision includes the benefit commitments in

connection with early retirement and redundancy schemes.

Onerous contracts

A provision for onerous contracts is recognised when the expected benefits to be received by

HEINEKEN are lower than the unavoidable cost of meeting its obligations under the contract. The

provision is measured at the present value of the lower of the expected cost of terminating the

contract, and the expected net cost of continuing with the contract. Before a provision is established,

HEINEKEN recognises any impairment loss on the assets associated with that contract.

Other provisions

A provision for guarantees is recognised at the time the guarantee is issued (refer to note 9.3 for the

total guarantees outstanding). The provision is initially measured at fair value and subsequently at

the higher of the amount determined in accordance with the expected credit loss model and the

amount initially recognised.

9.3 Contingencies

HEINEKEN’s contingencies are mainly in the area of tax, civil cases and guarantees.

Tax

The tax contingencies mainly relate to tax positions in Latin America and include a large number of

cases with a risk assessment lower than probable but possible. Assessing the amount of tax

contingencies is highly judgemental, and the timing of possible outflows is uncertain. The best

Heineken Holding N.V. Annual Report 2022

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Other Information

estimate of tax-related contingent liabilities is €1,489 million (2021: €1,139 million), out of which

€73 million (2021: €77 million) qualifies for indemnification. For several tax contingencies that were

part of acquisitions, an amount of €173 million (2021: €175 million) has been recognised as

provisions and other non-current liabilities in the balance sheet (refer to notes 9.2 and 11.6).

Other contingencies

Brazil civil cases

Part of other contingencies relates to civil cases in Brazil. Management's best estimate of the

potential financial impact for these cases is €57 million (2021: €47 million).

Other

Part of other contingencies relate to two follow-on damage cases for a total amount claimed of

€478 million, which arose as a result of the fine imposed by the Greek Competition Commission in

2014 against our subsidiary Athenian Brewery for alleged abuse of its dominant position. It is not

possible to estimate the outcome of these claims with any degree of certainty for a number of

reasons, including but not limited to the fact that (i) Athenian Brewery’s appeal against the fine

imposed by the Greek Competition Commission is pending before the Greek Council of State, (ii) the

question whether the Dutch courts can assume (international) jurisdiction over these claims, insofar

they are made against Athenian Brewery, is pending before the Dutch Supreme Court, and (iii)

Athenian Brewery and HEINEKEN have raised defences against these claims, both on procedural

grounds and on the merits. The amount of these potential liabilities (if any) can therefore not be

measured with sufficient reliability. There are no reimbursements applicable for these cases.

As at 31 December 2022, €37 million (2021: €37 million) of other contingencies related to

acquisitions is included in provisions (refer to note 9.2).

Guarantees


In millions of €	Total 2022	Less than 1 year	1-5 years	More than 5 years	Total 2021
Guarantees to banks for loans (to third parties)	345	50	292	3	349
Other guarantees	2,093	1,361	596	136	2,025
Guarantees	2,438	1,411	888	139	2,374

Guarantees to banks for loans relate to loans and advances to customers, which are given to

external parties in the ordinary course of business of HEINEKEN. HEINEKEN provides guarantees to

the banks to cover the credit risk related to these loans (refer to note 9.2 for the provision for credit

risk on these guarantees).

Other guarantees include a €1.1 billion (2021: €1.1 billion) guarantee issued concerning the offer to

acquire Distell Group Holdings Limited (refer to note 13.2).

Accounting estimates and judgements

HEINEKEN operates in a high number of jurisdictions and is subject to a wide variety of taxes per

jurisdiction. Tax legislation can be highly complex and subject to interpretation. As a result,

HEINEKEN is required to exercise significant judgement in the recognition of taxes payable and

determination of tax contingencies.

Also for the other contingencies including climate change, HEINEKEN is required to exercise

judgement to determine whether the risk of loss is possible but not probable. Contingencies involve

inherent uncertainties including, but not limited to, court rulings, negotiations between affected

parties and governmental actions.

Accounting policies

A contingent liability is a liability of uncertain timing and amount. Contingencies are not recognised

in the balance sheet because the existence can only be confirmed by the occurrence or non-

occurrence of one or more uncertain future events not wholly within the control of HEINEKEN or

because the risk of loss is estimated to be possible (>5%) but not probable (<50%) or because the

amount cannot be measured reliably.

10. Acquisitions, disposals and investments

10.1 Acquisitions and disposals of subsidiaries and non-

controlling interests

Acquisition and disposals of subsidiaries in 2022

During 2022, there were no significant acquisitions or disposals.

Acquisition of non-controlling interests

In 2022, transactions with non-controlling interests mainly consists of a transaction where

HEINEKEN purchased 3,409,660 shares and 95,798 shares of Grupa Żywiec S.A. from Harbin B.V.

and other minority shareholders, respectively. This increased HEINEKEN’s shareholding from 65.16%

to 99.28%. The consideration paid for the acquisition of non-controlling interest in 2022 and the

related equity impact are disclosed in the table below:


In millions of €	Consideration paid	Value on non-controlling interest	Equity Impact
Grupa Żywiec S.A	350	14	336
Other	41	4	37
Total	391	18	373

Accounting policies

Acquisitions of non-controlling interests are accounted for as transactions with owners in their

capacity as owners and therefore no goodwill is recognised as a result. Adjustments to non-

controlling interests arising from transactions that do not involve the loss of control are based on a

proportionate amount of the net assets of the subsidiary.

Heineken Holding N.V. Annual Report 2022

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Other Information

10.2 Assets or disposal groups classified as held for sale

The assets and liabilities below are classified as held for sale for the year ended 31 December 2022:


			2022	2021
In millions of €	Russia disposal group	Other	Total	Total
Current assets	104	28	132	10
Property, plant and equipment	129	32	161	27
Intangible assets	5	—	5	—
Other non-current assets	17	—	17	—
Assets of disposal group held for sale	255	60	315	37
Current liabilities	(150)	(23)	(173)	(19)
Non-current liabilities	(8)	—	(8)	(1)
Liabilities associated with assets classified as held for sale	(158)	(23)	(181)	(20)

Russia disposal group classified as held for sale

On 28 March 2022, HEINEKEN announced its decision to leave Russia. Efforts to sell the disposal

group are continuing and HEINEKEN expects to reach an agreement in the first half-year of 2023.

The disposal group is included in the reportable segment Africa, Middle East & Eastern Europe (refer

to note 6.1).

An impairment loss of €88 million was recognised in relation to the write down of the Russia disposal

group classified as held for sale for the year ended 31 December 2022. The determination of the fair

value less cost of disposal amount involves judgement considering the general uncertainties around

Russia.

Accounting estimates and judgements

HEINEKEN classifies assets or disposal groups as held for sale when they are available for immediate

sale in their present condition, are expected to be sold within 1 year, and the sale is highly probable.

HEINEKEN should be committed to the sale and it should be unlikely that the plan to sell will be

withdrawn. This might be difficult to demonstrate in practice and involves judgement.

Accounting policies

Assets or disposal groups comprising assets and liabilities, that are expected to be recovered

primarily through sale rather than through continuing use are classified as held for sale. Immediately

before classification as held for sale, the assets, or components of a disposal group, are measured at

the lower of their carrying amount and fair value less cost to sell.

Intangible assets and P,P&E once classified as held for sale are not amortised or depreciated. In

addition, equity accounting of equity-accounted investees ceases once classified as held for sale.

10.3 Investments in associates and joint ventures

HEINEKEN has interests in several joint ventures and associates. The total carrying amount of these

associates and joint ventures was €4,296 million as at 31 December 2022 (2021: €4,148 million)

and the total share of profit and other comprehensive income was a profit of €177 million in 2022

(2021: €304 million). The share of profit of associates and joint ventures includes an impairment loss

of €4 million (2021: €10 million, impairment reversal).

The associate CRH (Beer) Limited (‘CBL’) is considered to be individually material. HEINEKEN holds a

shareholding of 40% in CBL as of 29 April 2019. CBL holds a controlling interest of 51.67% in China

Resources Beer (Holdings) Co. Ltd. ('CR Beer'), a company incorporated in Hong Kong and listed on

the Main Board of The Stock Exchange of Hong Kong Limited, operating in the beer business in

China. Consequently, HEINEKEN has an effective 20.67% economic interest in CR Beer. Based on the

closing share price of HKD54.55 as at 31 December 2022 (2021: HKD63.85), the fair value of this

economic interest in CR Beer amounts to €4,398 million (2021: €4,847 million). The carrying amount

of CBL as at 31 December 2022 amounts to €2,908 million (2021: €2,752 million).

Set out below is the summarised financial information of CR Beer, not adjusted for the percentage of

ownership held by HEINEKEN. The financial information has been amended to reflect adjustments

made by HEINEKEN when using the equity method (such as fair value adjustments). Due to a

difference in reporting timelines, the financial information is included with a two-month delay. This

means that the financial information included relates to the period November 2021-October 2022.

The reconciliation of the summarised financial information to the carrying amount of the effective

interest in CR Beer is also presented.

Heineken Holding N.V. Annual Report 2022

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Other Information


In millions of €	31 October 2022	31 October 2021
Summarised balance sheet (100%)
Non-current assets	8,639	8,671
Current assets	2,291	1,822
Non-current liabilities	(1,809)	(1,774)
Current liabilities	(2,777)	(2,673)
Net assets	6,344	6,046

Reconciliation to carrying amount
Opening net assets	6,046	5,384
Profit for the period	471	301
Other comprehensive income	88	532
Dividends paid	(256)	(171)
Other	(7)	—
Closing net assets	6,342	6,046

Heineken N.V.’s share in %	20.67%	20.67%
Heineken N.V.’s share	1,311	1,250
Goodwill	1,597	1,502
Carrying amount	2,908	2,752

In millions of €	November 2021 to October 2022	November 2020 to October 2021
Summarised income statement (100%)
Revenue	5,198	4,360
Profit	471	301
Other comprehensive income	88	532
Total comprehensive income	559	833

Dividends received	52	36

Summarised financial information for equity-accounted joint ventures and associates

The following table includes, in aggregate, the carrying amount and HEINEKEN’s share of profit and

OCI of joint ventures and associates (net of income tax):


	Joint ventures		Associates¹
In millions of €	2022	2021	2022	2021
Carrying amount of interests	953	984	3,343	3,164
Share of:
Profit from continuing operations	64	113	159	137
Other comprehensive income	17	30	(63)	24
	81	143	96	161

1 Includes the investment in CR Beer, which is considered to be individually material. The other joint ventures and associates are

considered to be individually immaterial.

Accounting policies

Associates are entities in which HEINEKEN has significant influence, but not control or joint control.

Significant influence is generally obtained by ownership of more than 20% but less than 50% of the

voting rights. Joint ventures (JVs) are the arrangements in which HEINEKEN has joint control.

HEINEKEN’s investments in associates and JVs are accounted for using the equity method of

accounting, meaning they are initially recognised at cost. The Consolidated Financial Statements

include HEINEKEN’s share of the net profit or loss of the associates and JVs whereby the result is

determined using the accounting policies of HEINEKEN.

When HEINEKEN’s share of losses exceeds the carrying amount of the associate or joint venture, the

carrying amount is reduced to nil and recognition of further losses is discontinued except to the

extent that HEINEKEN has an obligation or has made a payment on behalf of the associate or JV.

Heineken Holding N.V. Annual Report 2022

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11. Financing and capital structure

11.1 Net finance income and expense

Interest expenses are mainly related to interest charges over the outstanding bonds, commercial

paper and bank loans (refer to note 11.3). Other net finance income and expenses comprise dividend

income, fair value changes of financial assets and liabilities measured at fair value, transactional

foreign exchange gains and losses (on a net basis), monetary gain resulting from hyperinflation

accounting, unwinding of discount on provisions and interest on the net defined benefit obligation.


In millions of €	Note	2022	2021
Interest income		74	49
Interest expenses		(458)	(462)

Dividend income from fair value through OCI investments		7	6
Net change in fair value of derivatives		67	(10)
Net foreign exchange gain/(loss)1		(121)	(78)
Net monetary gain arising from hyperinflationary economies		94	—
Unwinding discount on provisions	9.2	(15)	(13)
Interest on the net defined benefit obligation	9.1	(14)	(14)
Other		30	123
Other net finance income/(expenses)		48	14

Net finance income/(expenses)		(336)	(399)

1 Transactional foreign exchange effects of working capital and foreign currency-denominated loans, the latter being partially offset

by the net change in fair value of derivatives.

Interest expenses include the interest component of lease liabilities of €49 million (2021: €58

million). The line other in 2021 mainly includes €96 million of finance income due to the recognition

of tax credits in Brazil, refer to note 6.2.

In 2022, a net monetary gain was recognised related to applying hyperinflation accounting in

Ethiopia, refer to note 5(c).

Accounting policies

Interest income and expenses are recognised as they accrue, using the effective interest method.

Dividend income is recognised in the income statement on the date that HEINEKEN’s right to receive

payment is established, which is the ex-dividend date in the case of quoted securities.

11.2 Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. In general bank overdrafts

form an integral part of HEINEKEN’s cash management and are included as a component of cash

and cash equivalents in the statement of cash flows.


In millions of €	Note	2022	2021
Cash and cash equivalents		2,765	3,248
Bank overdrafts	11.3	(1,147)	(692)
Cash and cash equivalents in the statement of cash flows		1,618	2,556

For more information on HEINEKEN's liquidity risk exposure refer to note 11.5.

The following table presents recognised 'Cash and cash equivalents' and 'Bank overdrafts', and the

impact of the netting of gross amounts. The 'Net amount' below refers to the impact on HEINEKEN's

balance sheet if all amounts subject to legal offset rights are netted.


	2022
In millions of €	Gross amounts	Net amounts presented in the statement of financial position	Amounts subject to legal offset rights	Net amount
Assets
Cash and cash equivalents	2,765	2,765	(792)	1,973
Liabilities
Bank overdrafts	(1,147)	(1,147)	792	(355)

	2021
Assets
Cash and cash equivalents	3,248	3,248	(412)	2,836
Liabilities
Bank overdrafts	(692)	(692)	412	(280)

HEINEKEN operates in several territories where there is limited availability of foreign currency

resulting in restrictions on remittances. Mainly as a result of these restrictions, ¤418 million (2021:

¤401 million) of cash included in cash and cash equivalents is restricted for use by HEINEKEN, yet

available for use in the relevant subsidiary’s day-to-day operations.

Accounting policies

Cash and cash equivalents are initially recognised at fair value and subsequently at amortised cost.

HEINEKEN has cash pooling arrangements with legally enforceable rights to offset cash and

overdraft balances. Where there is an intention to settle on a net basis, cash and overdraft balances

relating to the cash pooling arrangements are reported on a net basis in the statement of financial

position.

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11.3 Borrowings

HEINEKEN mainly uses bonds, commercial paper and bank loans to ensure sufficient financing to

support its operations. Net interest-bearing debt is the key metric for HEINEKEN to measure its

indebtedness.


				2022			2021
In millions of €	Note	Non-current	Current	Total	Non-current	Current	Total
Unsecured bond issues		11,691	1,075	12,766	12,600	935	13,535
Lease liabilities		905	336	1,241	850	256	1,106
Bank loans		197	114	311	130	637	767
Other interest- bearing liabilities		100	255	355	60	151	211
Deposits from third parties1		—	557	557	—	562	562
Bank overdrafts		—	1,147	1,147	—	692	692
Total borrowings		12,893	3,484	16,377	13,640	3,233	16,873

Market value of cross-currency interest rate swaps	11.5			(17)			33
Other investments				(64)			—
Cash and cash equivalents	11.2			(2,765)			(3,248)
Net interest- bearing debt position				13,531			13,658

1 Mainly employee deposits.

As at 31 December 2022, €82 million of the €311 million of bank loans is secured (2021:

€66 million).


In millions of €	Unsecured bond issues	Lease liabilities	Bank loans	Other interest- bearing liabilities	Deposits from third parties	Derivatives used for financing activities	Assets and liabilities used for financing activities
Balance as at 1 January 2022	13,535	1,106	767	211	562	33	16,214
Consolidation changes	—	27	17	41	(60)	—	25
Effect of movements in exchange rates	208	35	(7)	(31)	4	(50)	159
Addition of leases	—	428	—	—	—	—	428
Proceeds	—	—	332	258	54	—	644
(Re)payments	(987)	(305)	(882)	(45)	(3)	—	(2,222)
Interest paid over lease liability	—	(49)	—	—	—	—	(49)
Other	10	(1)	84	(79)	—	—	14
Balance as at 31 December 2022	12,766	1,241	311	355	557	(17)	15,213

In millions of €	Unsecured bond issues	Lease liabilities	Bank loans	Other interest- bearing liabilities	Deposits from third parties	Derivatives used for financing activities	Assets and liabilities used for financing activities
Balance as at 1 January 2021	14,442	1,199	412	1,047	615	14	17,729
Consolidation changes	—	4	30	—	—	—	34
Effect of movements in exchange rates	286	34	1	10	4	26	361
Addition of leases	—	265	—	—	—	—	265
Proceeds	—	—	589	983	(1)	—	1,571
(Re)payments	(1,203)	(298)	(266)	(1,818)	(64)	(7)	(3,656)
Interest paid over lease liability	—	(57)	—	—	—	—	(57)
Other	10	(41)	1	(11)	8	—	(33)
Balance as at 31 December 2021	13,535	1,106	767	211	562	33	16,214

Heineken Holding N.V. Annual Report 2022

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Other Information

Changes in borrowings

In 2022, the decrease in borrowings is mainly due to the repayment of bonds and bank loans, which

exceeds the proceeds from bank loans and other interest-bearing liabilities incurred.

Cash flows from financing activities are mainly generated by bonds, commercial paper, bank loans

and other interest-bearing liabilities presented above. Additionally, HEINEKEN also uses derivatives

related to its financing, which can be recognised as assets or liabilities. The above table details the

reconciliation of the liabilities and assets arising from financing activities to the cash flow from

financing activities. Bank overdrafts form an integral part of HEINEKEN’s cash management and are

included as a component of cash and cash equivalents in the statement of cash flows. For more

information on derivatives refer to note 11.6.

The average effective interest rate on the net debt position as at 31 December 2022 was 2.8%

(2021: 2.7%). The average maturity of the bonds as at 31 December 2022 was 7 years (2021: 8

years).

Centrally available financing headroom

The centrally available financing headroom at Group level was approximately €3.6 billion as at 31

December 2022 (2021: €4.6 billion) and consisted of the undrawn revolving credit facility and

centrally available cash.

Accounting estimates and judgements

Judgement is required to determine the lease term and the incremental borrowing rate. The

assessment of whether HEINEKEN is reasonably certain to exercise extension options or not to make

use of termination options impacts the lease term, which as a result could affect the amount of

lease liabilities recognised. The assumptions used in the determination of the incremental borrowing

rate could impact the rate used in discounting future payments, which as a result could have an

impact on the amount of lease liabilities recognised.

Accounting policies

Borrowings

Borrowings are initially measured at fair value less transaction costs. Subsequently, the borrowings

are measured at amortised cost using the effective interest rate method. Borrowings included in a

fair value hedge are stated at fair value in respect of the risk being hedged.

Borrowings for which HEINEKEN has an unconditional right to defer settlement of the liability for at

least 12 months after the balance sheet date are classified as non-current liabilities. For the

accounting policy on cash and cash equivalents and derivatives refer to notes 11.2 and 11.6,

respectively.

Lease liabilities

Lease liabilities are measured at the present value of the lease payments to be paid during the lease

term, discounted using the incremental borrowing rate. Lease liabilities are subsequently increased

by the interest cost on the lease liabilities and decreased by lease payments made. The lease

liabilities will be remeasured when there is a change in the amount to be paid (e.g. due to

indexation) or when there is a change in the assessment of the lease terms.

The IBR is determined on a country level. For each country, there are separate rates depending on

the contract currency and the term of the lease. The IBR is calculated based on the local risk-free

rate plus a country default spread and a credit spread.

The lease term is determined as the non-cancellable period of a lease, together with:

■Periods covered by a unilateral option to extend the lease if HEINEKEN is reasonably certain to

make use of that option

■Periods covered by an option to terminate the lease if HEINEKEN is reasonably certain not to

make use of that option

HEINEKEN applies the following practical expedients for the recognition of leases:

■Apply a single discount rate per country to a portfolio of leases with reasonably similar

characteristics

■Include non-lease components in the lease liability for equipment leases

11.4 Capital and reserves

Share capital

Refer to the table below for the Company's issued share capital as at 31 December. All issued shares

are fully paid.


	2022		2021
Share capital	Shares of €1.60	Nominal value in millions of €	Shares of €1.60	Nominal value in millions of €
1 January	288,030,168	461	288,030,168	461
Changes	—	—	—	—
31 December	288,030,168	461	288,030,168	461

The Company’s authorised capital amounts to €1.5 billion, consisting of 937,500,000 shares of

€1.60 nominal value (2021: 937,500,000 shares of €1.60 nominal value).

Shareholders are entitled to receive dividends as declared from time to time and are entitled to one

vote per share at shareholder meetings of the Company.

Share premium

As at 31 December 2022, the share premium amounted to €1,257 million (2021: €1,257 million).

Translation reserve

The translation reserve comprises foreign currency differences arising from the translation of the

assets and liabilities of foreign operations of HEINEKEN (excluding amounts attributable to non-

controlling interests) as well as value changes of the hedging instruments in the net investment

hedges. HEINEKEN considers this a legal reserve.

Hedging reserve

This reserve comprises the effective portion of the cumulative net change in the fair value of cash

flow hedging instruments where the hedged transaction has not yet occurred. HEINEKEN considers

this a legal reserve.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Fair value reserve

This reserve comprises the cumulative net change in the fair value of FVOCI equity investments.

HEINEKEN transfers amounts from this reserve to retained earnings when the relevant equity

securities are derecognised. HEINEKEN considers this a legal reserve.

Other legal reserves

These reserves relate to the share of profit of joint ventures and associates over the distribution of

which HEINEKEN does not have control. The movement in these reserves reflects the share of profit

of joint ventures and associates minus dividends received. For retained earnings of subsidiaries that

cannot be freely distributed due to legal or other restrictions, a legal reserve is recognised.

Furthermore, part of the reserve comprises a legal reserve for capitalised development costs.

Purchase own shares by Heineken N.V.

Refer to the table below with the changes in 2022 in own shares held by Heineken N.V. This results in

a decreased interest in shareholding by Heineken Holding N.V.

The related dilution effect has been recognised directly in equity.


Own shares held by Heineken N.V.	Number of shares
1 January 2022	408,052
Changes	276,349
31 December 2022	684,401

Dividends

The following dividends were declared and paid by Heineken Holding N.V.:


In millions of €	2022	2021
Final dividend previous year €0.96, respectively €0.70 per qualifying share	277	202
Interim dividend current year €0.50, respectively €0.28 per qualifying share	144	80
Total dividend declared and paid	421	282

For 2022, a payment of a total cash dividend of €1.73 per share (2021: €1.24) will be proposed at

the AGM on 20 April 2023. If approved, the final dividend of €1.23 will be paid on 2 May 2023, as an

interim dividend of €0.50 per share was paid on 11 August 2022. The payment will be subject to a

15% Dutch withholding tax.

Pursuant to Article 10, paragraph 6, of the Articles of Association of Heineken Holding N.V., holders

of Heineken Holding N.V. shares receive the same dividend as holders of Heineken N.V. shares.

After the balance sheet date, the Board of Directors announced the following appropriation of profit.

The dividends, taking into account the interim dividends declared and paid, have not been provided

for.


In millions of €	2022	2021
Dividend per qualifying share €1.73 (2021: €1.24)	498	357
Addition to retained earnings	845	1,306
Net profit	1,343	1,663

Non-controlling interests in the activities and cash flows of Heineken N.V.


In millions of €	2022	2021
NCI percentage1	49.936%	49.960%
Non-current assets	41,391	39,272
Current assets	11,015	9,578
Non-current liabilities	(16,296)	(17,056)
Current liabilities	(14,190)	(12,094)
Net assets	21,920	19,700

Carrying amount of NCI	9,857	8,763

Net revenue	28,719	21,941

Profit	3,039	3,535
OCI	302	1,340
Total comprehensive income	3,341	4,875

Profit allocated to NCI2	1,339	1,661

OCI allocated to NCI2	1,562	2,278

Cash flow from operating activities	4,496	4,181
Cash flow from investing activities	(2,286)	(2,277)
Cash flow from financing activities	(3,127)	(2,883)
Net increase (decrease) in cash and cash equivalents	(917)	(979)

Final dividend previous year	552	403
Interim dividend current year	288	161
Total dividend	840	564

Dividend allocated to NCI	419	282

1 Of which 8.632% (2021: 8.632%) relates to FEMSA and 41.363% (2021: 41.363%) to the public.

2 Calculated based on 49.936% (2021: 49.960%) of the equity attributable to Heineken N.V.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Non-controlling interests in Heineken N.V. group companies

The non-controlling interests (NCI) relate to minority stakes held by third parties in HEINEKEN

consolidated subsidiaries. The total NCI as at 31 December 2022 amounted to €2,369 million (2021:

€2,344 million), refer to note 10.1 for more information.

Capital management

Heineken Holding N.V.'s capital management is strongly related to Heineken N.V.'s capital

management because 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. This enables Heineken N.V. to pursue its long-term

policy in the interest of the Heineken N.V. shareholders.

There were no major changes in Heineken Holding N.V.’s approach to capital management during

the year. The policy of the Board of Directors of Heineken Holding N.V. is to maintain a strong

capital base so as to maintain investor, creditor and market confidence and to sustain future

development of the business and acquisitions of Heineken N.V.

Heineken Holding N.V. is not subject to externally imposed capital requirements other than the legal

reserves.

Pursuant to Article 10, paragraph 6, of the Articles of Association of Heineken Holding N.V., holders

of Heineken Holding N.V. shares receive the same dividend as holders of Heineken N.V. shares.

Accounting policies

Shares are classified as equity. When share capital recognised as equity is repurchased, the amount

of the consideration paid, which includes directly attributable costs, is net of any tax effects

recognised as a deduction from equity. Repurchased shares recorded at purchase price are classified

as treasury shares and are presented in the reserve for own shares.

When treasury shares are sold or reissued subsequently, the amount received is recognised as an

increase in equity, and the resulting surplus or deficit on the transaction is transferred to or from

retained earnings.

Dividends are recognised as a liability in the period in which they are declared.

11.5 Credit, liquidity and market risk

This note summarises the financial risks that HEINEKEN is exposed to, and HEINEKEN’s policies and

processes that are in place for managing these risks. For more information on derivatives used in

managing risk refer to note 11.6.

Risk management framework

The Executive Board of Heineken N.V. sets rules and monitors the adequacy of HEINEKEN’s risk

management and control systems. These systems are regularly reviewed to reflect changes in

market conditions and HEINEKEN’s activities.

Managing the financial risks and financial resources includes the use of derivatives, primarily spot

and forward exchange contracts, options and interest rate swaps. It is HEINEKEN's policy not to

enter into speculative transactions.

In the normal course of business HEINEKEN is exposed to the following financial risks:

■Credit risk

■Liquidity risk

■Market risk

Credit risk

Credit risk is the risk of a loss to HEINEKEN when a customer or counterparty fails to pay.

All local operations are required to comply with the Global Credit Policy and develop local credit

management procedures accordingly. HEINEKEN reviews and updates the Global Credit Policy

periodically to ensure that adequate controls are in place to mitigate credit risk.

Credit risk arises mainly from HEINEKEN’s receivables from customers like trade receivables, loans to

customers and advances to customers. At the balance sheet date, there were no significant

concentrations of credit risk.

Loans and advances to customers

HEINEKEN’s loans and receivables include loans and advances to customers. Loans and advances to

customers are usually backed by collateral such as properties. HEINEKEN charges interest on loans to

its customers.

Trade and other receivables

HEINEKEN’s local management has credit policies in place and the exposure to credit risk is

monitored on an ongoing basis. Under these policies, all customers requiring credit above a certain

amount are reviewed and new customers are analysed individually for creditworthiness before

HEINEKEN’s standard payment and delivery terms and conditions are offered. This review can

include external ratings, where available, and in some cases bank references. Credit limits are

determined for each customer and are reviewed regularly. Customers that fail to meet HEINEKEN’s

credit requirements transact only with HEINEKEN on either a prepayment or cash on delivery basis.

Customers are monitored, on a country basis, according to their credit risk characteristics. A

distinction is made between individuals and legal entities, type of distribution channel, geographic

location, ageing profile, maturity and existence of previous financial difficulties.

HEINEKEN has a policy in place in respect of compliance with Anti-Money Laundering Laws.

HEINEKEN considers it important to know with whom business is done and from whom payments

are received.

Allowances

HEINEKEN establishes allowances for impairment of loans and advances to customers, trade and

other receivables using an expected credit losses model. These allowances cover specific loss

components that relate to individual exposures, and a collective loss component established for

groups of similar customers. The collective loss allowance is determined based on historical data of

payment statistics and updated periodically to incorporate forward-looking information.

The loans and advances to customers, trade and other receivables are written off when there is no

reasonable expectation of recovery.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Due to the macro-economic environment and uncertainties including increasing inflationary pressure

on HEINEKEN’s customers, more judgement is required in the calculation of expected credit losses

compared to previous years. As part of these assessments, HEINEKEN has incorporated all

reasonable and supportable information available such as whether there has been a breach of

payment terms or deterioration of payment against payment terms, a request for extended

payment terms or a request for waived payment terms.

Investments

HEINEKEN invests centrally available cash balances in deposits and liquid investments with various

counterparties that have strong credit ratings. HEINEKEN actively monitors these credit ratings.

Guarantees

HEINEKEN’s policy is to avoid issuing guarantees unless this leads to substantial benefits for

HEINEKEN. For some loans to customers HEINEKEN does issue guarantees. In these cases,

HEINEKEN aims to receive security from the customer to limit the credit risk exposure.

Heineken N.V. has issued a joint and several liability statements to the provisions of Section 403,

Part 9, Book 2 of the Dutch Civil Code with respect to legal entities established in the Netherlands.

Refer to note A.1 of the Heineken N.V. Company Financial Statements.

Exposure to credit risk

The maximum exposure to credit risk as at 31 December is as follows:


In millions of €	Note	2022	2021
Cash and cash equivalents	11.2	2,765	3,248
Trade and other receivables, excluding prepayments	7.2	4,006	3,254
Derivative assets	11.6	126	102
Fair value through OCI investments	8.4	76	14
Loans and advances to customers	8.3	216	209
Other non-current receivables	8.4	321	299
Guarantees to banks for loans (to third parties)	9.3	345	349
		7,855	7,475

The exposure to credit risk by segment for trade and other receivables excluding prepayments is as

follows:

Liquidity risk

Liquidity risk is the risk that HEINEKEN will have difficulties meeting payment obligations associated

with its financial liabilities, like payment of financial debt or trade payables when they are due.

HEINEKEN’s approach to managing liquidity is to ensure, as far as possible, that it will always have

sufficient funds to meet its liabilities when due without incurring unacceptable losses. We have strict

credit policies in place, which help safeguard liquidity especially in macro-economic downturn.

HEINEKEN remains focused on ensuring sufficient access to capital markets to finance long-term

growth and to refinance maturing debt obligations. HEINEKEN seeks to align the maturity profile of

its long-term debts with its forecasted cash flow generation. More information about borrowing

facilities is presented in note 11.3. Furthermore, strong cost and cash management, as well as

controls over investment proposals, are in place.

Contractual maturities

The following table presents an overview of the expected timing of cash-out and inflows of non-

derivative financial liabilities and derivative financial assets and liabilities, including interest

payments.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information


					2022
In millions of €	Carrying amount	Contractual cash flows	Less than 1 year	1-5 years	More than 5 years
Financial liabilities
Interest-bearing liabilities	(15,135)	(17,749)	(3,524)	(5,815)	(8,410)
Lease liabilities	(1,241)	(1,682)	(376)	(670)	(636)
Trade and other payables and returnable packaging deposits (excluding interest payable, dividends and including non- current part)	(9,639)	(9,639)	(9,596)	(40)	(3)
Derivative financial assets and (liabilities)
Cross-currency interest rate swaps	17	(31)	(6)	(19)	(6)
Forward exchange contracts	24	(23)	(25)	2	—
Commodity derivatives	(79)	(82)	(75)	(7)	—
Other derivatives	36	74	9	35	30
Total	(26,017)	(29,132)	(13,593)	(6,514)	(9,025)

					2021
Financial liabilities
Interest-bearing liabilities	(15,766)	(18,584)	(3,293)	(5,766)	(9,525)
Lease liabilities	(1,106)	(1,554)	(293)	(632)	(629)
Trade and other payables and returnable packaging deposits (excluding interest payable, dividends and including non- current part)	(8,036)	(8,036)	(7,978)	(37)	(21)
Derivative financial assets and (liabilities)
Cross-currency interest rate swaps	(33)	(98)	6	(45)	(59)
Forward exchange contracts	(13)	(36)	(34)	(2)	—
Commodity derivatives	64	64	62	2	—
Other derivatives	1	21	—	7	14
Total	(24,889)	(28,223)	(11,530)	(6,473)	(10,220)

For more information on the derivative assets and liabilities refer to note 11.6.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates,

commodity prices and equity prices, will adversely affect HEINEKEN’s income or the value of its

financial instruments. In 2022, we witnessed increased volatility in financial and commodity

markets. The objective of HEINEKEN's market risk management is to manage and control market risk

exposures within acceptable boundaries.

HEINEKEN enters into derivatives and other financial liabilities to manage market risks. Generally,

HEINEKEN seeks to apply hedge accounting or establish natural hedges to minimise the impact of

market risks in profit or loss. Foreign currency, interest rate and commodity hedging operations are

governed by internal policies and rules.

Foreign currency risk

HEINEKEN is exposed to:

■Transactional risk on (future) sales, working capital, (future) purchases, deposits, borrowings and

dividends denominated in a currency other than the respective functional currencies of HEINEKEN

entities

■Translational risk, which is the risk resulting from the translation of foreign operations into the

reporting currency of HEINEKEN

The main currencies that give rise to this risk are the US Dollar, Mexican Peso, Brazilian Real, British

Pound, Vietnamese Dong and Euro. In 2022, the transactional foreign exchange risk was hedged in

line with the hedging policy to the extent possible. The resulting transactional impact was slightly

negative, whereas the translational impact was positive.

In managing foreign currency risk, HEINEKEN aims to ensure the availability of foreign currencies

and to reduce the impact of short-term fluctuations on earnings. Over the longer term, however,

permanent changes in foreign exchange rates and the availability of foreign currencies, especially in

emerging markets, will have an impact on profit.

HEINEKEN hedges up to 90% of its net US Dollar export cash flows on the basis of rolling cash flow

forecasts of sales and purchases. Material cash flows in other foreign currencies are also hedged on

the basis of rolling cash flow forecasts. For this hedging, HEINEKEN mainly uses forward exchange

contracts. The majority of the forward exchange contracts have maturities of less than one year

after the balance sheet date.

HEINEKEN has a clear policy on hedging transactional exchange risks. Translation exchange risks are

hedged to a limited extent, as the underlying currency positions are generally considered to be long-

term in nature. The result of the hedging of translation risk, using net investment hedges is

recognised in the translation reserve, as can be seen in the consolidated statement of

comprehensive income.

HEINEKEN's policy is to hedge material recognised transactional exposure like trade payables,

receivables, borrowings and declared dividends. For material unrecognised transactional exposures

like forecasted sales in foreign currencies, HEINEKEN hedges the exposure between agreed

percentages according to the policy.

It is HEINEKEN’s policy to provide intra-HEINEKEN financing in the functional currency of

subsidiaries where possible to prevent foreign currency exposure on a subsidiary level. The resulting

exposure at Group level is hedged by means of foreign-currency denominated external debts and by

forward exchange contracts. Intra-HEINEKEN financing in foreign currencies is mainly in British

Pound, US Dollar and Swiss Franc. In some cases, HEINEKEN elects to treat intra-HEINEKEN

financing with a permanent character as equity and does not hedge the foreign currency exposure.

HEINEKEN has financial liabilities in foreign currencies like US Dollar and British Pound to hedge

local operations, which generate cash flows that have the same or closely correlated functional

currencies. The corresponding interest on these liabilities is also denominated in currencies that

match the cash flows generated by the underlying operations of HEINEKEN.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

In respect of other monetary assets and liabilities denominated in currencies other than the

functional currencies of HEINEKEN, HEINEKEN ensures that its net exposure is kept to an acceptable

level by buying or selling foreign currencies at spot rates when necessary to address short-term

imbalances.

Exposure to foreign currency risk

Based on notional amounts, HEINEKEN's transactional exposure to the US Dollar and Euro as at

31 December is as follows. The Euro column relates to transactional exposure to the Euro within

subsidiaries which are reporting in other currencies. The amounts below include intra-HEINEKEN

cash flows.


		2022		2021
In millions	EUR	USD	EUR	USD
Financial assets	213	4,106	173	5,098
Financial liabilities	(2,730)	(4,480)	(2,186)	(5,457)
Gross balance sheet exposure	(2,517)	(374)	(2,013)	(359)
Estimated forecast sales next year	171	1,258	151	1,208
Estimated forecast purchases next year	(2,626)	(2,612)	(2,060)	(2,412)
Gross exposure	(4,972)	(1,728)	(3,922)	(1,563)
Net notional amounts foreign exchange contracts	426	1,057	325	670
Net exposure	(4,546)	(671)	(3,597)	(893)
Sensitivity analysis
Equity	(172)	53	(139)	23
Profit/(Loss)	(67)	(10)	(33)	(5)

The sensitivity analysis above shows the impact on equity and profit of a 10% strengthening of the

US Dollar against the Euro or, in the case of the Euro, a strengthening of the Euro against all other

currencies as at 31 December 2022. This analysis assumes that all other variables, in particular

interest rates, remain constant. In the case of a 10% weakening, the effects are equal but with an

opposite effect.

Interest rate risk

Interest rate risk is the risk that changes in market interest rates affect the fair value or cash flows of

a financial instrument. The most significant interest rate risk for HEINEKEN relates to borrowings

(note 11.3).

By managing interest rate risk, HEINEKEN aims to reduce the impact of short-term fluctuations on

earnings. Over the longer term, however, permanent changes in interest rates will have an impact on

profit.

HEINEKEN opts for a mix of fixed and variable interest rate financial instruments like bonds,

commercial paper and bank loans, combined with the use of derivative interest rate instruments.

Currently, HEINEKEN’s interest rate position is more weighted towards fixed than floating. Interest

rate derivative instruments that can be used are (cross-currency) interest rate swaps, forward rate

agreements, caps and floors.

Interest rate risk – profile

At the reporting date, the interest rate profile of HEINEKEN’s interest-bearing financial instruments

is as follows:


In millions of €	2022	2021
Fixed rate instruments
Financial assets	171	196
Financial liabilities	(14,285)	(14,862)
Cross-currency interest rate swaps	469	441
	(13,645)	(14,225)

Variable rate instruments
Financial assets	3,186	3,534
Financial liabilities	(2,092)	(2,010)
Cross-currency interest rate swaps	(463)	(463)
	631	1,061

Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points in interest rates constantly applied during the reporting period would

not have a material impact on equity and profit or loss.

Commodity price risk

Commodity price risk is the risk that changes in the prices of commodities will affect HEINEKEN’s

cost. The objective of commodity price risk management is to manage and control commodity risk

exposures within acceptable parameters, giving forward guidance of key input costs to allow for

business planning. Since the outbreak of COVID-19, commodity markets have become increasingly

volatile, coupled with increasing inflationary pressures, 2022 saw some of the largest price increases

witnessed over the last 20 years. The main commodity exposure relates to the purchase of

aluminium cans, glass bottles, malt and utilities. Commodity price risk is in principle mitigated by

negotiating fixed prices in supplier contracts with various contract durations.

Another method to mitigate commodity price risk is by entering into commodity derivatives.

HEINEKEN enters into commodity derivatives for aluminium hedging and to a certain extent other

derivatives for commodities like fuel, corn and sugar. HEINEKEN does not enter into commodity

contracts other than to meet HEINEKEN’s expected usage and sale requirements.

Sensitivity analysis for aluminium hedges

Despite the increased prices of aluminium, a 10% change in the market price of aluminium would

not have a material impact on equity.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

11.6 Derivative financial instruments

HEINEKEN uses derivatives in order to manage market risks. Refer to the table below for the fair

value of derivatives recorded on the balance sheet of HEINEKEN as per reporting date:


		2022		2021
In millions of €	Asset	Liability	Asset	Liability
Current	70	(119)	96	(46)
Non-current1	56	(9)	6	(37)
	126	(128)	102	(83)

1 Non-current derivative assets and liabilities are part of 'Other non-current assets' (note 8.4) and 'Other non-current liabilities'

respectively.

Generally, HEINEKEN seeks to apply hedge accounting or make use of natural hedges in order to

minimise profit and loss or cash flow volatility. Refer to the table below for derivatives that are used

in hedge accounting:


		2022		2021
In millions of €	Asset	Liability	Asset	Liability
No hedge accounting - Other	59	(6)	6	(8)
Cash flow hedge - Forwards	46	(40)	26	(34)
Cash flow hedge - Commodity forwards	2	(81)	69	(5)
Fair value hedge - CCIRS	4	—	—	(11)
Net investment hedge - CCIRS	13	—	—	(23)
Net investment hedge - Forwards	2	(1)	1	(2)
	126	(128)	102	(83)

Cash flow hedges

The hedging of future, highly probable forecasted transactions are designated as cash flow hedges.

Cash flow hedges are entered into to cover commodity price risk and transactional foreign exchange

risk.

Net investment hedges

HEINEKEN hedges its investments in certain subsidiaries by entering into local currency-

denominated borrowings, forward contracts and cross-currency interest rate swaps, which mitigate

the foreign currency translation risk arising from the subsidiaries net assets. These borrowings,

forward contracts and swaps are designated as net investment hedges and fully effective, as such,

there was no ineffectiveness recognised in profit and loss in 2022 (2021: nil). As at 31 December

2022, the fair value of these borrowings was €33 million (2021: €188 million), the market value of

forward contracts was €1 million positive (2021: €1 million negative) and the market value of these

swaps was €13 million positive (2021: €23 million negative).

Fair value hedges

HEINEKEN has entered into several cross-currency interest rate swaps (CCIRS) which have been

designated as fair value hedges to hedge the foreign exchange rate risk on the principal amount and

future interest payments of certain US Dollar borrowings. The borrowings and the cross-currency

interest rate swaps have the same critical terms. The accumulated gain arising on derivatives as

designated hedging instruments in fair value hedges amounts to €3 million as at 31 December 2022

(2021: €13 million loss). The loss arising on the adjustment for the hedged item attributable to the

hedged risk in a designated fair value hedge accounting relationship also amounts to €3 million as

at 31 December 2022 (2021: €13 million gain).

Hedge effectiveness

Hedge effectiveness is determined at the start of the hedge relationship and periodically through a

prospective effectiveness assessment to ensure that an economic relationship exists between the

hedged item and the hedging instrument. This assessment is done qualitatively by comparing the

critical terms, and if needed quantitative assessments are done using hypothetical derivatives. For

the current hedges, no hedge ineffectiveness is expected.

Accounting policies

Derivative financial instruments are recognised initially at fair value. Subsequent accounting for

derivatives depends on whether or not the derivatives are designated as hedging instruments in a

cash flow, fair value or net investment hedge. Derivatives with positive fair values are recorded as

assets and negative fair values as liabilities. Refer to note 13.1 for fair value measurements. Virtual

power purchase agreements (such as power purchase agreements with a net settlement mechanism

and no physical delivery of energy) are accounted for at fair value and are included as part of

derivatives assets and liabilities.

Cash flow hedge

Changes in the fair value are recognised in other comprehensive income and presented in the

hedging reserve within equity to the extent that the hedge is effective. The ineffective part is

recognised as other net finance income/(expense). When the hedged risk impacts the profit or loss,

the amounts previously recognised in other comprehensive income are recycled through other

comprehensive income and transferred to the same item in the profit or loss as the hedged item.

When the hedged risk subsequently results in a non-financial asset or liability (e.g. inventory or

P,P&E), the amount previously recognised in the cash flow hedge reserve is directly included in its

carrying amount and does not affect other comprehensive income.

Fair value hedge

The fair value changes of derivatives used in fair value hedges are recognised in profit or loss.

Net investment hedge

The fair value changes of derivatives used in net investment hedges are recognised in other

comprehensive income and presented within equity in the translation reserve. Any ineffectiveness is

recognised in profit or loss.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

12. Tax

12.1 Income tax expense

Recognised in profit or loss


In millions of €	2022	2021
Current tax expense
Current year	1,056	780
Under/(over) provided in prior years	(12)	42
	1,044	822
Deferred tax expense
Origination and reversal of temporary differences, tax losses and tax credits	78	48
De-recognition/(recognition) of deferred tax assets	(11)	(41)
Effect of changes in tax rates	12	(10)
Under/(over) provided in prior years	8	(20)
	87	(23)
Total income tax expense in profit or loss	1,131	799

Reconciliation of the effective tax rate


In millions of €	2022	2021
Profit before income tax	4,170	4,334
Share of profit of associates and joint ventures	(223)	(250)
Profit before income tax excluding share of profit of associates and joint ventures	3,947	4,084


	%	2022	%	2021
Income tax using the Company’s domestic tax rate	25.8	1,018	25.0	1,021
Effect of tax rates in foreign jurisdictions	(0.4)	(14)	0.3	12
Effect of non-deductible expenses	2.7	105	1.8	73
Effect of tax incentives and exempt income	(2.6)	(104)	(9.0)	(369)
De-recognition/(recognition) of deferred tax assets	(0.3)	(11)	(1.0)	(41)
Effect of unrecognised current year losses	2.2	86	0.6	24
Effect of changes in tax rates	0.3	12	(0.2)	(10)
Withholding taxes	1.9	74	1.6	67
Under/(over) provided in prior years	(0.1)	(5)	0.5	22
Other reconciling items	(0.8)	(30)	—	—
	28.7	1,131	19.6	799

The 2022 effective tax rate includes the Russia impairment that is considered non-deductible for tax

purposes. Last year’s effective tax rate was substantially decreased by the tax-exempt revaluation of

the previously held equity interest in United Breweries Limited.

For the income tax impact on items recognised in other comprehensive income and equity, refer to

note 12.3.

12.2 Deferred tax assets and liabilities

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following items:


	Assets		Liabilities		Net
In millions of €	2022	2021	2022	2021	2022	2021
Property, plant and equipment	149	119	(837)	(728)	(688)	(609)
Intangible assets	41	49	(2,052)	(2,002)	(2,011)	(1,953)
Investments	56	34	(5)	(5)	51	29
Inventories	67	52	(12)	(3)	55	49
Borrowings	314	286	(2)	—	312	286
Post-retirement obligations	203	225	(19)	(14)	184	211
Provisions	300	265	(13)	—	287	265
Other items	153	157	(211)	(190)	(58)	(33)
Tax losses carried forward	348	466	—	—	348	466
Tax assets/(liabilities)	1,631	1,653	(3,151)	(2,942)	(1,520)	(1,289)
Set-off of tax	(1,013)	(971)	1,013	971	—	—
Net tax assets/(liabilities)	618	682	(2,138)	(1,971)	(1,520)	(1,289)

Of the total net deferred tax assets of €618 million as at 31 December 2022 (2021: €682 million),

€84 million (2021: €566 million) is recognised in respect of subsidiaries in various countries where

there have been losses in the current or preceding period. Management’s projections support the

assumption that it is probable that the results of future operations will generate sufficient taxable

income to utilise these deferred tax assets. This judgement is performed annually and based on

budgets and business plans for the coming years, including planned commercial initiatives.

No deferred tax liability has been recognised in respect of undistributed earnings of subsidiaries,

joint ventures and associates, with an impact of €573 million (2021: €521 million). This is because

HEINEKEN is able to control the timing of the reversal of the temporary differences, and it is

probable that such differences will not reverse in the foreseeable future.

Tax losses carried forward

HEINEKEN has tax losses carried forward of €3,802 million as at 31 December 2022 (2021: €3,752

million), out of which €389 million (2021: €236 million) expires in the following five years, €158

million (2021: €128 million) will expire after five years and €3,255 million (2021: €3,388 million) can

be carried forward indefinitely. Deferred tax assets have not been recognised in respect of tax losses

carried forward of €2,470 million (2021: €1,959 million) as it is not probable that taxable profit will

be available to offset these losses. Out of this €2,470 million (2021: €1,959 million), €276 million

(2021: €198 million) expires in the following five years, €37 million (2021: €10 million) will expire

after five years and €2,157 million (2021: €1,751 million) can be carried forward indefinitely.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Movement in deferred tax balances during the year


In millions of €	1 January 2022	Hyperinflation restatement to 1 January 2022	Changes in consolidation	Hyperinflation adjustment	Effect of movements in foreign exchange	Recognised in income	Recognised in OCI/equity	Transfers	31 December 2022
Property, plant and equipment	(609)	(54)	(1)	(9)	(14)	(23)	—	22	(688)
Intangible assets	(1,954)	(1)	(60)	—	(3)	6	—	1	(2,011)
Investments	30	—	—	—	3	18	—	—	51
Inventories	48	(5)	(1)	(1)	1	14	—	(2)	54
Borrowings	287	—	—	—	17	8	—	—	312
Post-retirement obligations	211	—	—	—	—	(9)	(19)	1	184
Provisions	265	—	—	—	18	6	—	(2)	287
Other items	(33)	—	(4)	—	(22)	(15)	26	(9)	(57)
Tax losses carried forward	466	—	—	—	2	(93)	(1)	(26)	348
Net tax assets/(liabilities)	(1,289)	(60)	(66)	(10)	2	(88)	6	(15)	(1,520)


In millions of €	1 January 2021	Hyperinflation restatement to 1 January 2021	Changes in consolidation	Hyperinflation adjustment	Effect of movements in foreign exchange	Recognised in income	Recognised in OCI/equity	Transfers	31 December 2021
Property, plant and equipment	(519)	—	(43)	—	(16)	(35)	—	4	(609)
Intangible assets	(1,004)	—	(917)	—	(96)	64	—	—	(1,953)
Investments	30	—	—	—	1	(2)	—	—	29
Inventories	54	—	(1)	—	1	(5)	—	—	49
Borrowings	278	—	—	—	13	(6)	3	(2)	286
Post-retirement obligations	274	—	—	—	6	(32)	(36)	(1)	211
Provisions	245	—	10	—	5	8	—	(3)	265
Other items	1	—	—	—	(5)	(10)	(18)	(1)	(33)
Tax losses carried forward	421	—	(1)	—	7	41	(2)	—	466
Net tax assets/(liabilities)	(220)	—	(952)	—	(84)	23	(53)	(3)	(1,289)

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Accounting estimates and judgements

The tax legislation in the countries in which HEINEKEN operates is often complex and subject to

interpretation. In determining the current and deferred income tax position, judgement is required.

New information may become available that causes HEINEKEN to change its judgement regarding

the adequacy of existing tax liabilities; such changes to tax liabilities will impact the income tax

expense in the period that such a determination is made.

Accounting policies

Income tax comprises current and deferred tax. Current tax is the expected income tax payable or

receivable in respect of taxable income or loss for the year, using tax rates enacted or substantively

enacted at the balance sheet date, and any adjustment to income tax payable in respect of previous

years.

Deferred tax is a tax payable or receivable in the future and is recognised in respect of temporary

differences between the carrying amounts of assets and liabilities for financial reporting purposes

and their tax bases. Deferred tax is not recognised on temporary differences related to:

■The initial recognition of assets or liabilities in a transaction that is not a business combination

and that affects neither accounting nor taxable profit or loss

■Investments in subsidiaries, associates and joint ventures to the extent that HEINEKEN is able to

control the timing of the reversal of the temporary differences and it is probable (>50% chance)

that they will not reverse in the foreseeable future

■The initial recognition of non-deductible goodwill

The amount of deferred tax provided is based on the expected manner of recovery or settlement of

the carrying amount of assets and liabilities, using tax rates (substantively) enacted, at year-end.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be

available against which they can be utilised.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax

liabilities and assets, and they relate to income taxes levied by the same tax authority on the same

taxable entity, or on different taxable entities which intend either to settle current tax liabilities and

assets on a net basis or to realise the assets and settle the liabilities simultaneously.

Current and deferred tax are recognised in the income statement (refer to note 12.1), except when it

relates to a business combination or for items directly recognised in equity or other comprehensive

income (refer to note 12.3).

12.3 Income tax on other comprehensive income and equity


	2022			2021
In millions of €	Amount before tax	Tax	Amount net of tax	Amount before tax	Tax	Amount net of tax
Items that will not be reclassified to profit or loss:
Remeasurement of post- retirement obligations1	85	(22)	63	247	(37)	210
Net change in fair value through OCI investments	18	(3)	15	16	(7)	9
Items that may be subsequently reclassified to profit or loss:
Currency translation differences	438	(1)	437	1,037	(4)	1,033
Change in fair value of net investment hedges	(62)	—	(62)	(54)	—	(54)
Change in fair value of cash flow hedges	(178)	36	(142)	119	(22)	97
Cash flow hedges reclassified to profit or loss2	52	(14)	38	(4)	1	(3)
Net change in fair value through OCI investments	1	(1)	—	—	—	—
Cost of hedging	(1)	—	(1)	(7)	1	(6)
Share of other comprehensive income of associates/joint ventures	(46)	—	(46)	54	—	54
Other comprehensive income/(loss)	307	(5)	302	1,408	(68)	1,340

1 Refer to note 9.1.

2 An amount of €10 million (2021: €14 million) relates to realised hedge results from non-financial assets reported directly in equity.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

13. Other

13.1 Fair value

In this note, more information is disclosed regarding the fair value and the different methods of

determining fair values.

Financial instruments - hierarchy

The financial instruments included on the HEINEKEN statement of financial position are measured

at either fair value or amortised cost. To measure the fair value, HEINEKEN generally uses external

valuations with market inputs. The measurement of fair value can be subjective in some cases and

may be dependent on inputs used in the calculations. The different valuation methods are referred

to as ‘hierarchies’ as described below.

■Level 1 - The fair value is determined using quoted prices (unadjusted) in active markets for

identical assets or liabilities.

■Level 2 - The fair value is calculated using inputs other than quoted prices included within level 1

that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is,

derived from prices).

■Level 3 - The fair value is determined using inputs for the asset or liability that are not based on

observable market data (unobservable inputs).

The following table shows the carrying amounts and fair values of financial assets and liabilities

according to their fair value hierarchy.


		Carrying amount	Fair value
In millions of €	Note		Level 1	Level 2	Level 3
Fair value through OCI investments	8.4	154	34	—	120
Non-current derivative assets	11.6	56	—	18	38
Current derivative assets	11.6	70	—	70	—
Total 2022		280	34	88	158
Total 2021		237	36	99	102

Non-current derivative liabilities	11.6	(9)	—	(9)	—
Borrowings1	11.3	(13,077)	(11,397)	(479)	—
Current derivative liabilities	11.6	(119)	—	(119)	—
Total 2022		(13,205)	(11,397)	(607)	—
Total 2021	11.3	(14,385)	(14,185)	(1,327)	—

1 Borrowings excluding lease liabilities, deposits, bank overdrafts and other interest-bearing liabilities.

Refer to the table below for detail of the determination of level 3 fair value measurements as at

31 December:


In millions of €	2022	2021
Level 3 fair value investments
Balance as at 1 January	102	84
Fair value adjustments recognised in other comprehensive income	21	15
Fair value adjustments recognised in profit and loss	35	3
Balance as at 31 December	158	102

The fair values for the level 3 fair value through OCI investments are based on the financial

performance of the investments and the market multiples of comparable equity securities.

Accounting estimates

The different methods applied by HEINEKEN to determine the fair value require the use of

estimates.

Investments in equity securities

The fair value of financial assets at fair value through profit or loss and fair value through OCI is

determined by reference to their quoted closing bid price at the reporting date or, if unquoted,

determined using an appropriate valuation technique. These valuation techniques maximise the use

of observable market data where available.

Derivative financial instruments

The fair value of derivative financial instruments is based on their listed market price, if available. If

a listed market price is not available, fair value is in general estimated by discounting the difference

between the cash flows based on contractual price and the cash flows based on the current price for

the residual maturity of the contract using observable interest yield curves, basis spread and foreign

exchange rates. These calculations are tested for reasonableness by comparing the outcome of the

internal valuation with the valuation received from the counterparty. Fair values include the

instrument’s credit risk and adjustments to take account of the credit risk of the HEINEKEN entity

and counterparty when appropriate.

Non-derivative financial instruments

Fair value, which is determined for disclosure purposes or when fair value hedge accounting is

applied, is calculated based on the present value of future principal and interest cash flows,

discounted at the market rate of interest at the reporting date. Fair values include the instrument’s

credit risk and adjustments to take account of the credit risk of the HEINEKEN entity and

counterparty when appropriate.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

13.2 Off-balance sheet commitments

The raw materials purchase contracts mainly relate to malt, bottles and cans which are used in the

production and sale of finished products.


In millions of €	Total 2022	Less than 1 year	1-5 years	More than 5 years	Total 2021
Property, plant and equipment ordered	538	523	11	4	414
Raw materials purchase contracts	14,588	5,047	8,585	956	12,046
Marketing and merchandising commitments	505	346	155	4	696
Other off-balance sheet obligations	2,395	825	772	798	2,493
Off-balance sheet obligations	18,026	6,741	9,523	1,762	15,649
Undrawn committed bank facilities	3,970	378	3,592	—	3,962

On 15 November 2021, HEINEKEN announced that it intends to acquire control of Distell Group

Holdings Limited (Distell) and Namibia Breweries Limited (NBL). On that date, HEINEKEN has

entered into an Implementation Agreement with Distell, NBL and Ohlthaver & List Group of

Companies (O&L), to integrate their respective and relevant businesses in Southern Africa into one

enlarged company. The shareholders of NBL and Distell approved the proposed transaction on 20

December 2021 and 15 February 2022, respectively. Completion of the proposed transaction is

conditional on obtaining anti-trust approval in South Africa. The proposed transaction includes a

cash commitment of €1.5 billion of which €1.1 billion is included in other guarantees (refer to note

9.3) and the remaining €0.4 billion is included in other off-balance sheet obligations.

Furthermore, other off-balance sheet obligations include energy, distribution and service contracts.

Committed bank facilities are credit facilities on which a commitment fee is paid as compensation

for the bank’s requirement to reserve capital. The bank is legally obliged to provide the facility under

the terms and conditions of the agreement.

Accounting policies

Off-balance sheet commitments are reported on an undiscounted basis.

Raw materials purchase contracts

Raw material purchase contracts include long-term purchase contracts with suppliers in which prices

are fixed or will be agreed upon based upon predefined price formulas.

13.3 Related parties

Identification of related parties

The following parties are considered to be related to Heineken Holding N.V.:

■Its Board of Directors

■The Executive Board and Supervisory Board of Heineken N.V.

■L’Arche Green N.V.

■L'Arche Holding B.V.

■Stichting Administratiekantoor Priores

■Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA)

■Associates and Joint ventures of Heineken N.V.

■HEINEKEN pension funds (refer to note 9.1)

■Employees of HEINEKEN (refer to note 6.4)

Heineken Holding N.V.'s ultimate controlling party is C.L. de Carvalho-Heineken. For the structure of

HEINEKEN reference is made to the Report of the Board of Directors, page 13.

Board of Directors of Heineken Holding N.V. remuneration

The individual members of the Board of Directors received the following remuneration from

Heineken Holding N.V.:


In thousands of €	2022	2021
C.L. de Carvalho-Heineken	90	90
M.R. de Carvalho	90	90
Total remuneration executive members	180	180
M. Das	120	120
J.A. Fernández Carbajal	90	90
C.M. Kwist	90	90
A.A.C. de Carvalho	90	90
A.M. Fentener van Vlissingen	90	90
L.L.H. Brassey	90	90
J.F.M.L. van Boxmeer	90	90
C.A.G. de Carvalho1	63	—
Total remuneration non-executive members	723	660
Total remuneration	903	840

1 Appointed as non-executive director of Heineken Holding N.V. as of 22 April 2022.

Refer to the separate Remuneration Report on page 20 and further.

As at 31 December 2022, the Board of Directors represented 151.687.713 shares in the Company

(2021: 151.687.713 shares).

Heineken Holding N.V. Annual Report 2022

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Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Heineken N.V. key management remuneration


In millions of €	2022	2021
Executive Board of Heineken N.V.	15	15
Supervisory Board of Heineken N.V.	2	1
Total	17	16

Executive Board of Heineken N.V. remuneration

The remuneration of the members of the Executive Board of Heineken N.V. consists of a fixed

component and a variable component. The variable component is made up of a Short-term

Incentive (STI) and a Long-term Incentive (LTI). The STI is based on financial and operational

measures (75%) and on individual leadership measures (25%) as set by the Supervisory Board of

Heineken N.V. at the beginning of the year. Refer to note 6.5 for information related to the LTI

component. Also refer to the separate Remuneration Report of Heineken N.V.

As at 31 December 2022, Mr. R.G.S. van den Brink held 22,221 Heineken N.V. shares and Mr. H.P.J

van den Broek held 14,590 Heineken N.V. shares (2021: Mr. R.G.S. van den Brink 4,379 and Mr. H.P.J

van den Broek 3,321).


	2022			2021
In thousands of €	R.G.S. van den Brink	H.P.J. van den Broek	Total	R.G.S. van den Brink	H.P.J. van den Broek1	L.M. Debroux2	Total
Fixed salary	1,250	850	2,100	1,250	496	283	2,029
Short-term incentive	2,940	1,428	4,368	3,168	897	—	4,065
Matching share entitlement	1,291	627	1,918	1,436	407	—	1,843
Long-term incentive	3,133	1,347	4,480	2,266	428	1,349	4,043
Extraordinary share award	—	1,385	1,385	—	1,883	—	1,883
Pension contributions	301	157	458	287	117	61	465
End of service indemnity	—	—	—	—	—	708	708
Other emoluments	29	—	29	30	—	80	110
Total	8,944	5,794	14,738	8,437	4,228	2,481	15,146

1 Appointed on 1 June 2021 as CFO and member of the Heineken N.V. Executive Board.

2 Stepped down as CFO and member of the Heineken N.V. Executive Board as of 1 May 2021.

The matching share entitlements for each year are based on the performance in that year. The

Executive Board members of Heineken N.V. receive 25% of their STI pay in (investment) shares. In

addition, they have the opportunity to indicate before year-end whether they wish to receive up to

another 25% of their STI in (investment) shares. All (investment) shares are restricted for sale for five

calendar years, after which they are matched 1:1 by (matching) shares. For 2022 the Executive

Board members of Heineken N.V. elected to receive additional (investment) shares, hence the

‘Matching share entitlement’ in the table above is based on a 50% investment. The corresponding

matching shares vest immediately and as such a fair value of €1.9 million was recognised in the

2022 income statement. The matching share entitlements are not dividend-bearing during the five-

calendar year holding period of the investment shares. Therefore, the fair value of the matching

share entitlements has been adjusted for missed expected dividends by applying a discount based

on the dividend policy and vesting period.

Supervisory Board of Heineken N.V. remuneration

The individual members of the Supervisory Board of Heineken N.V. received the following

remuneration:


In thousands of €	2022	2021
J.M. Huët	225	225
J.A. Fernández Carbajal	166	142
M. Das	130	130
M.R. de Carvalho	135	135
V.C.O.B.J. Navarre1	—	45
J.G. Astaburuaga Sanjinés3	55	122
P. Mars-Wright	144	126
M. Helmes	133	125
R.L. Ripley	148	125
N.K. Paranjpe2	110	78
F.J. Camacho Beltrán4	100	—
I.H. Arnold	110	110
Total	1,456	1,363

1 Stepped down on 22 April 2021.

2 Appointed on 22 April 2021.

3 Stepped down on 21 April 2022.

4 Appointed on 21 April 2022.

Mr. J.M. Huët held 3,719 shares of Heineken Holding N.V. as at 31 December 2022 (2021: 3,719

shares). Mr. M.R. de Carvalho held 100,008 shares of Heineken N.V. as at 31 December 2022 (2021:

100,008 shares). As at 31 December 2022 and 2021, the Supervisory Board members of

Heineken N.V. did not hold any of the Heineken N.V. bonds or option rights. Mr. M.R. de Carvalho

held 100,008 shares of Heineken Holding N.V. as at 31 December 2022 (2021: 100,008 shares).

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Other related party transactions


	Associates & Joint Ventures		FEMSA		Total
In millions of €	2022	2021	2022	2021	2022	2021
Sales	504	388	711	752	1,215	1,140
Purchases	278	235	180	166	458	401

Accounts receivables	142	127	141	137	283	264
Accounts payables and other liabilities	35	39	95	80	130	119

There are no significant transactions with L'Arche Green N.V., L'Arche Holding B.V. and Stichting

Administratiekantoor Priores.

13.4 HEINEKEN entities

Control of HEINEKEN

The shares of the Company are traded on Euronext Amsterdam.

Heineken Holding N.V. holds an interest in Heineken N.V. of 50.005% of the issued capital (being

50.064% (2021: 50.040%) of the outstanding capital following the purchase of own shares by

Heineken N.V.).

L’Arche Green N.V. holds 52.599% (2021: 52.599%) of the Heineken Holding N.V. shares.

The Heineken family has an interest of 88.86% in L’Arche Green N.V. Mrs C.L. de Carvalho-Heineken

also owns a direct 0.03% stake in Heineken Holding N.V.

A declaration of joint and several liability pursuant to the provisions of Section 403, Part 9, Book 2, of

the Dutch Civil Code has been issued with respect to legal entities established in the Netherlands.

The list of the legal entities for which the declaration has been issued is disclosed in the Heineken

N.V. stand-alone financial statements.

Pursuant to the provisions of Section 357 of the Republic of Ireland Companies Act 2014,

Heineken N.V. irrevocably guarantees, in respect of the financial year from 1 January 2022 up to and

including 31 December 2022, the liabilities referred to in Schedule 3 of the Republic of Ireland

Companies Act 2014 of the wholly-owned subsidiary companies Heineken Ireland Limited, Heineken

Ireland Sales Limited, The West Cork Bottling Company Limited, Western Beverages Limited,

Beamish & Crawford Limited, Comans Beverages Limited and Nash Beverages Limited.

Significant subsidiaries of Heineken N.V.

Set out below are Heineken N.V.’s significant subsidiaries at 31 December 2022. The subsidiaries as

listed below are held by Heineken N.V. and the proportion of ownership interests held equals the

proportion of the voting rights held by HEINEKEN. The disclosed significant subsidiaries represent

the largest subsidiaries and represent an approximate total revenue of €22 billion and total asset

value of €33 billion and are structural contributors to the business.

Apart from increasing the shareholding in Grupa Żywiec S.A. (refer to note 10.1), there were no

significant changes to the HEINEKEN structure and ownership interests.


	Percentage of ownership
	Country of incorporation	2022	2021
Heineken International B.V.	The Netherlands	100.0	100.0
Heineken Brouwerijen B.V.	The Netherlands	100.0	100.0
Heineken Nederland B.V.	The Netherlands	100.0	100.0
Cuauhtémoc Moctezuma Holding, S.A. de C.V.	Mexico	100.0	100.0
Cervejarias Kaiser Brasil S.A.	Brazil	100.0	100.0
Bavaria S.A.	Brazil	100.0	100.0
Heineken France S.A.S.	France	100.0	100.0
Nigerian Breweries Plc.	Nigeria	56.7	56.3
Heineken USA Inc.	United States	100.0	100.0
Heineken UK Ltd	United Kingdom	100.0	100.0
Heineken España S.A.	Spain	99.8	99.8
Heineken Italia S.p.A.	Italy	100.0	100.0
Brau Union Österreich AG	Austria	100.0	100.0
Grupa Żywiec S.A.	Poland	99.3	65.2
LLC Heineken Breweries	Russia	100.0	100.0
Heineken Vietnam Brewery Limited Company	Vietnam	60.0	60.0
SCC - Sociedade Central de Cervejas e Bebidas S.A.	Portugal	100.0	99.9
United Breweries Limited	India	61.5	61.5
Heineken South Africa (Proprietary) Limited	South Africa	82.4	82.4

13.5 Subsequent events

No material subsequent events occurred.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Statement of the Board of Directors

The members of the Board of Directors signed the financial statements in order to comply with their

statutory obligation pursuant to Section 101, subsection 2, Book 2, of the Dutch Civil Code and

Article 5.25c, paragraph 2 sub c, of the Financial Markets Supervision Act.

Amsterdam, 14 February 2023

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

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

Heineken Holding N.V. Annual Report 2022

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Report of the Board of Directors

Financial Statements 2022

Other Information


04			Other Information
04			Other Information

			Heineken Holding N.V. Annual Report 2022
			Heineken Holding N.V. Annual Report 2022

Heineken Holding N.V. Annual Report 2022

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Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Provisions of the Articles of

Association concerning

appropriation of profit

The relevant provisions of the Articles of Association concerning appropriation of profit are as

follows:

■Article 10, paragraph 4: Profit distributions may only be made if the shareholders’ equity of the

company exceeds the sum of the paid-up and called portion of the issued capital and the reserves

prescribed by law.

■Article 10, paragraph 6: Out of the profit as shown by the income statement adopted by the

general meeting, the shareholders shall be paid the same dividend per share as paid by

Heineken N.V. for the year concerned, having due regard to the provisions of paragraph 4. If and

to the extent that the dividend paid by Heineken N.V. is in the form of a stock dividend, the

dividend paid to the shareholders shall also be in the form of a stock dividend. The remainder shall

be appropriated to the reserves. The general meeting shall be authorised to make distributions

from the reserves.

Independent Auditor’s Report

To the Annual General Meeting of Heineken Holding N.V

REPORT ON THE AUDIT OF FINANCIAL STATEMENTS FOR THE

YEAR ENDED 31 DECEMBER 2022 INCLUDED IN THE ANNUAL

REPORT

Our opinion

We have audited the financial statements for the year ended 31 December 2022 of Heineken

Holding N.V, based in Amsterdam, the Netherlands. The financial statements comprise the

consolidated financial statements and the company financial statements.

In our opinion:

■The accompanying company financial statements give a true and fair view of the financial

position of Heineken Holding N.V as at 31 December 2022, and of its result for the year ended

31 December 2022 in accordance with Part 9 of Book 2 of the Dutch Civil Code.

■The accompanying consolidated financial statements give a true and fair view of the financial

position of Heineken Holding N.V as at 31 December 2022, and of its result and its cash flows for

the year ended 31 December 2022 in accordance with International Financial Reporting

Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch

Civil Code.

The company financial statements comprise:

1.The company balance sheet as at 31 December 2022.

2.The company profit and loss account for the year ended 31 December 2022

3.The notes comprising a summary of the accounting policies and other explanatory information.

The consolidated financial statements comprise:

1.The consolidated statement of financial position as at 31 December 2022.

2.The following statements for 2022: the consolidated statement of profit or loss and other

comprehensive income, the consolidated statement of changes in equity and the consolidated

statement of cash flows.

3.The notes comprising a summary of the significant accounting policies and other explanatory

information.

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.

Our responsibilities under those standards are further described in the 'Our responsibilities for the

audit of the financial statements' section of our report.

We are independent of Heineken Holding N.V in accordance with the EU Regulation on specific

requirements regarding statutory audit of public-interest entities, the Wet toezicht

accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de

onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional

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Accountants, a regulation with respect to independence) and other relevant independence

regulations in the Netherlands. Furthermore, we have complied with the Verordening gedrags- en

beroepsregels accountants (VGBA, Dutch Code of Ethics).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

Information in support of our opinion

We designed our audit procedures in the context of our audit of the financial statements as a whole

and in forming our opinion thereon. The following information in support of our opinion was

addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

Materiality

Based on our professional judgement we determined the materiality for the financial statements as

a whole at € 210 million (2021: €170 million). The materiality is based on 5% of profit before tax

from continuing operations using net revenue as supporting benchmark. We have also taken into

account misstatements and/or possible misstatements that in our opinion are material for the users

of the financial statements for qualitative reasons. The increase compared to 2021 is predominantly

the result of stronger performance compared to 2021, and the impact of newly acquired entities on

the financial statements of Heineken N.V.

Audits of group entities (components) were performed using materiality levels determined by the

judgement of the group audit team, having regard to the materiality of the consolidated financial

statements. Component materiality for our three largest components was € 65 million and our

materiality for other components did not exceed € 45 million.

We agreed with the Board of Directors that misstatements in excess of € 10.5 million, which are

identified during the audit, would be reported to them, as well as smaller misstatements that in our

view must be reported on qualitative grounds.

Scope of the group audit

Heineken Holding N.V is at the head of a group of entities. The financial information of this group is

included in the consolidated financial statements of Heineken Holding N.V.

Because we are ultimately responsible for the opinion, we are responsible for directing, supervising

and performing the group audit. In this respect we have determined the nature and extent of the

audit procedures to be carried out on the entities. Our group audit is mainly focused on financially

large entities in terms of size and financial interest or where significant risks or complex activities

were present, leading to full audits performed for 27 (2021: 28 components) components, including

2 non-consolidated components.

We have performed audit procedures ourselves at Heineken Holding N.V., corporate entities and

certain operations in the Netherlands. Furthermore, we performed audit procedures at group level on

areas such as consolidation, disclosures, impairment testing for intangible assets (including goodwill)

and non-current assets held for sale, joint ventures, financial instruments, acquisitions and

divestments. Specialists were involved amongst others in the areas of treasury, information

technology, forensics, tax, accounting, pensions and valuations. For the selected component audit

teams, the group audit team provided detailed written instructions, which, in addition to

communicating our requirements of component audit teams, also detailed significant audit areas

and information obtained centrally relevant to the audit of individual components, including

awareness for risks related to management override of controls.

Furthermore, we developed a plan for overseeing each component audit team based on its relative

significance and specific risk characteristics. Our oversight procedures included (virtual) meetings

with the component auditor and component management and physical or remote working paper

reviews for The Netherlands, United Kingdom, France, Spain, Italy, Austria, Poland, Brazil, Mexico,

USA, Nigeria, Vietnam, South Africa and India. We also reviewed component audit team deliverables

for the countries listed above and the additional countries in scope to gain a sufficient

understanding of the work performed based on our instructions. The nature, timing and extent of our

oversight procedures varied based on both quantitative and qualitative considerations. For smaller

components, we have performed review procedures or specific audit procedures.

By performing the procedures mentioned above at group entities, together with additional

procedures at group level, we have been able to obtain sufficient and appropriate audit evidence

about the group's financial information to provide an opinion about the consolidated financial

statements.


	Revenues		Profit before income tax		Assets


		Full scope audit coverage

		Other coverage

Audit approach fraud risks

In accordance with Dutch Standards on Auditing, we are responsible for obtaining reasonable

assurance that the financial statements taken as a whole are free from material misstatements,

whether due to fraud or error. Inherent to our responsibilities for the audit of the financial

statements, there is an unavoidable risk that material misstatements go undetected, even though

the audit is planned and performed in accordance with Dutch law. The risk of undetected material

misstatements due to fraud is even higher, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control. Also, we are not responsible for the

prevention and detection of fraud and non-compliance with all laws and regulations. Our audit

procedures differ from a forensic or legal investigation, which often has a more in-depth character.

We identified and assessed the risks of material misstatements of the financial statements due to

fraud. During our audit we obtained an understanding of the entity and its environment and the

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components of the system of internal control, including the risk assessment process and

management's process for responding to the risks of fraud and monitoring the system of internal

control and how the supervisory board exercises oversight, as well as the outcomes. We refer to

section Risk management of the annual report for the Board of Directors (fraud) risk assessment. We

note that management regularly updates on its risk assessment including fraud and updates its risk

and control framework.

We evaluated the design and relevant aspects of the system of internal control and in particular the

fraud risk assessment, as well as the Code of Business Conduct, Company Rules, Speak Up policy and

incident registrations. We evaluated the design and the implementation and, where considered

appropriate, tested the operating effectiveness, of internal controls designed to mitigate fraud risks.

Further, for certain selected speak up cases, we evaluated management’s response and remedial

actions and measures.

As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to

financial reporting fraud, misappropriation of assets and bribery and corruption in close co-operation

with our forensic specialists. We evaluated whether these factors indicate that a risk of material

misstatement due fraud is present.

Following these procedures, and the presumed risks under the prevailing audit standards, we

considered fraud risks related to management override of controls. Our audit procedures to respond

to these fraud risks include, amongst others, an evaluation of relevant internal controls and

supplementary substantive audit procedures, including detailed testing of journal entries and post-

closing adjustments based on supporting documentation. Data analytics, including selection of

journal entries based on risk-based characteristics, form part of our audit approach to address the

identified fraud risks.

Additionally, we performed further procedures including, among others, the following:

■We incorporated elements of unpredictability in our audit. We also considered the outcome of our

other audit procedures and evaluated whether any findings were indicative of fraud or

noncompliance.

■We considered available information and made enquiries of relevant key management personnel

and the Board of Directors.

■We tested the appropriateness of journal entries recorded in the general ledger and other

adjustments made in the preparation of the financial statements.

■We evaluated whether the selection and application of accounting policies by the group,

particularly those related to subjective measurements and complex transactions, may be

indicative of fraudulent financial reporting.

■We evaluated whether the judgments and decisions made by the Board of Directors in making the

accounting estimates included in the financial statements indicate a possible bias that may

represent a risk of material misstatement due to fraud. The Board of Directors' insights, estimates

and assumptions that might have a major impact on the financial statements are disclosed in

Note 3 of the financial statements.

■We performed a retrospective review of management judgments and assumptions related to

significant accounting estimates reflected in prior year financial statements.

Certain management estimates and judgements are considered most significant to our audit.

Reference is made to the section 'Our key audit matters' for further details on those estimates and

judgments.

For significant transactions such as various business acquisitions during the year, we evaluated

whether the business rationale of the transactions suggest that they may have been entered into to

engage in fraudulent financial reporting or to conceal misappropriation of assets.

This did not lead to indications for fraud potentially resulting in material misstatements.

Audit approach compliance with laws and regulations

We assessed the laws and regulations relevant to the Company through discussion with, amongst

others, the Board of Directors, Group Legal Counsel and those charged with governance, reading

minutes of board meetings and reports of internal audit. We also involved our forensic specialists in

this assessment.

As a result of our risk assessment procedures, and while realizing that the effects from non-

compliance could considerably vary, we considered the following laws and regulations: adherence to

(corporate) tax laws and financial reporting regulations, the requirements under the International

Financial Reporting Standards as adopted by the European Union (EU-IFRS) and Part 9 of Book 2 of

the Dutch Civil Code with a direct effect on the financial statements as an integrated part of our

audit procedures, to the extent material for the related financial statements.

We obtained sufficient appropriate audit evidence regarding provisions of those laws and

regulations generally recognized to have a direct effect on the financial statements.

Apart from these, Heineken Holding N.V is subject to other laws and regulations where the

consequences of non-compliance could have a material effect on amounts and/or disclosures in the

financial statements, for instance, through imposing fines or litigation.

Given the nature and complexity of Heineken Holding N.V's business, we considered the risk of non-

compliance in the areas of competition, data protection, human rights, tax and other applicable laws

and regulations. In addition, we considered major laws and regulations applicable to listed

companies.

Our procedures are more limited with respect to laws and regulations that do not have a direct effect

on the determination of the amounts and disclosures in the financial statements. Compliance with

these laws and regulations may be fundamental to the operating aspects of the business, to

Heineken Holding N.V 's ability to continue its business, or to avoid material penalties (e.g.,

compliance with the terms of operating licenses and permits or compliance with environmental

regulations) and therefore non-compliance with such laws and regulations may have a material

effect on the financial statements. Our responsibility is limited to undertaking specified audit

procedures to help identify non-compliance with those laws and regulations that may have a

material effect on the financial statements.

Our procedures are limited to (i) inquiry of key management personnel, the Board of Directors and

others within Heineken Holding N.V's as to whether the Heineken Holding N.V is in compliance with

such laws and regulations and (ii) inspecting correspondence, if any, with the relevant licensing or

regulatory authorities to help identify non-compliance with those laws and regulations that may

have a material effect on the financial statements.

We remained alert to indications of (suspected) non-compliance throughout the audit.

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Finally, we obtained written representations that all known instances of (suspected) fraud or non-

compliance with laws and regulations have been disclosed to us.

Audit approach going concern

Our responsibilities, as well as the responsibilities of the Board of Directors, related to going concern

under the prevailing standards are outlined in the “Description of responsibilities regarding the

financial statements” section below. In fulfilling our responsibilities, we performed procedures

including evaluating management’s assessment of the Company’s ability to continue as a going

concern and considering the impact of financial, operational, and other conditions. Based on these

procedures, we did not identify any reportable findings related to the entity’s ability to continue as a

going concern.

Our key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance

in our audit of the financial statements. We have communicated the key audit matters to the Board

of Directors. The key audit matters are not a comprehensive reflection of all matters discussed.

The below identified key audit matters were addressed in the context of our audit of the financial

statements as a whole and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.


Impairment of intangible assets, property, plant and equipment and assets or disposal groups held for sale — Refer to Notes 8.1, 8.2 and 10.2 to the financial statements
Key Audit Matter		Intangible assets (including goodwill) and property, plant and equipment amounted to EUR 35,031 million at 31 December 2022 and represented 67 percent of the consolidated total assets. Following Russia’s military actions and the ongoing war in the Ukraine, HEINEKEN decided to leave Russia and transfer its business to a new owner. Pending completion of the envisaged transfer, non-current assets of EUR 255 million related to HEINEKEN’s business in Russia have been recognised as held for sale. This resulted in a total amount of assets and disposal groups held for sale of EUR 315 million.
		For purposes of impairment testing, goodwill is allocated and monitored on a (groups of) Cash Generating Unit ('CGU') level. Other intangibles and property, plant and equipment, are grouped to CGUs. For goodwill, management is required to assess the recoverable amount of the respective CGUs (or groups of CGUs). Recoverable amounts of other non-current assets are assessed upon the existence of a triggering event. For assets or disposal groups held for sale, an impairment loss is recognised should the carrying amount exceed the fair value less cost to sell.


	In view of the inherent uncertainties, including those related to the current macro-economic environment and geopolitical climate related to Russia, the projection of sales volumes, revenue, margins and discount rates in management's impairment tests, involved an increased level of judgement. As a result of the impairment testing for the current year, management concluded on impairment losses of EUR 126 million and a reversal of EUR 258 million. Further details on the accounting and disclosures under IAS 36 Impairment of Assets are included in notes 8.1 and 8.2 to the financial statements. Further details on the accounting and disclosure under IFRS 5 Non-current Assets Held for Sale are included in note 10.2 to the financial statements.
	Given the increased level of judgement made by management to estimate the recoverable amounts used in management’s impairment tests for intangible assets (including goodwill) and property, plant and equipment and the fair value less cost to sell for HEINEKEN’s business in Russia, procedures to evaluate the reasonableness of projected sales volumes, revenue and discount rates required a high degree of auditor judgement and an increased extent of effort, including the need to involve our valuation specialists.
How the scope of our audit responded to the key audit matter	Our audit procedures related to the projection of sales volumes, revenue, margins and discount rates used by management included the following, amongst others:
	•	We obtained an understanding of management's process over the impairment trigger tests and the resulting impairment tests.
	•	We evaluated management's ability to accurately forecast by comparing actual results to management's historical forecasts.
	•	We evaluated sensitivities in management's projections, including those potentially related to climate risk factors, that could cause a substantial change to the impairments recorded, and or cause headroom to change in an impairment.
	•	We evaluated sensitivities in management’s estimate of the fair value less cost to sell including the impact of current and expected uncertainties around Russia.
	•	We evaluated projected cash flows by:
		—	Comparing the projections to historical forecasts, historical growth rates, including assessing the effects of the current macro-economic and geopolitical climate, and information included in HEINEKEN's internal communications to the management and the Executive Board.
		—	Challenging management’s ability to price adjust for expected inflation rates and comparing projected sales volumes, revenue and margins to, for example, external economic outlook data, analyst reports and external market data on the beer market.

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	•	We evaluated the fair value less cost to sell of the Russia disposal group by challenging management’s assumptions related to HEINEKEN’S plan to leave Russia and transfer its business to a new owner.
	•	With the assistance of our valuation specialists, we evaluated the reasonableness of discount rates, including testing the source information underlying the determination of the discount rates, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rates selected by management.
Observation	Applying the aforementioned materiality, we did not identify any reportable findings in management's assessment of the recoverability of intangible assets (including goodwill) and property, plant and equipment, the impairments recorded and the disclosures in Notes 8.1 and 8.2. Further, we did not identify any reporting findings in management's assessment of the fair value less cost to sell for assets or disposal groups held for sale, the impairment loss recorded and the disclosures in Note 10.2


Management judgement related to the provisions for uncertain tax positions and the recoverability of deferred tax assets — Refer to Notes 9.2 and 12 to the financial statements
Key Audit Matter		HEINEKEN operates across several tax jurisdictions and is subject to periodic challenges by local tax authorities during the normal course of business. In those cases where the amount of tax payable is uncertain, management establishes provisions based on its judgement of the probable amount of the related tax liability. Deferred tax assets are only recognized to the extent that it is probable that future taxable income will be available, against which unused tax losses can be utilized. This assessment is performed annually and based on budgets and business plans for the coming years, including planned commercial initiatives and the impact of macro- economic uncertainties. HEINEKEN recorded uncertain tax positions and deferred tax assets for an amount of EUR 371 million and EUR 618 million, respectively, as of 31 December 2022.
		The accounting for uncertain tax positions and deferred tax assets, as detailed in Notes 9.2 and 12 to the financial statements, inherently requires management to apply judgement in quantifying appropriate provisions (including assessing probable outcomes) for uncertain tax positions, and in determining the recoverability of deferred tax assets.


	Given the significant judgement applied by management, performing procedures to evaluate the reasonableness of probable outcomes for uncertain tax positions and the recoverability of deferred tax assets based on budgets and business plans, required a higher degree of auditor judgement, an increased extent of effort and a need to involve our in- country tax specialists.
How the scope of our audit responded to the key audit matter	Our audit procedures to address management's judgements related to the provisions for uncertain tax positions and recoverability of deferred tax assets included the following, amongst others:
	•	We obtained an understanding of management’s tax process related to the assessment of uncertain tax positions and the recoverability of deferred tax assets.
	•	We involved our in-country tax specialists to assess tax risks, tax carry forward facilities, legislative developments and the status of ongoing local tax authority audits.
	•	We challenged, with the help of our tax specialists, management’s judgement applied in quantifying provisions for tax uncertainties and assessing probable outcomes based on correspondence with tax authorities, case law and opinions from management’s tax experts.
	•	We evaluated management’s ability to forecast taxable income accurately by comparing prior forecasts on future taxable income with the actual income for the year.
	•	We evaluated management’s recoverability assessment, including the likelihood of generating sufficient future taxable income based on budgets, business plans, and tax losses carry forward facilities in the various tax jurisdictions (including expiry dates).
Observation	Applying the aforementioned materiality, we have audited the provisions for uncertain tax positions and the valuation of deferred tax assets as well as the related disclosure in Notes 9.2 and 12 and have no reportable findings.

REPORT ON THE OTHER INFORMATION INCLUDED IN THE

ANNUAL REPORT

In addition to the financial statements and our auditor's report thereon, the annual report contain

other information consists of:

•Report of the Board of Directors.

•Other Information as required by Part 9 of Book 2 of the Dutch Civil Code.

•Other Information included in the Annual Report.

Based on the following procedures performed, we conclude that the other information:

•Is consistent with the financial statements and does not contain material misstatement

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We have read the other information. Based on our knowledge and understanding obtained through

our audit of the financial statements or otherwise, we have considered whether the other

information contains material misstatements.

By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch

Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less

than the scope of those performed in our audit of the financial statements.

The Board of Directors is responsible for the preparation of the other information, including the

report of the Board of Directors in accordance with Part 9 of Book 2 of the Dutch Civil Code, and the

other information as required by Part 9 of Book 2 of the Dutch Civil Code.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

AND ESEF

Engagement

We were engaged by the Board of Directors as auditor of Heineken Holding N.V on April 24, 2014,

for the audit of the year 2015 and have operated as statutory auditor ever since that financial year.

No prohibited non-audit services

We have not provided prohibited non-audit services as referred to in Article 5(1) of the

EU Regulation on specific requirements regarding statutory audit of public-interest entities.

European Single Electronic reporting Format (ESEF)

Heineken Holding N.V has prepared its annual report in ESEF. The requirements for this are set out in

the Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards

on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF).

In our opinion, the annual report, prepared in XHTML-format, including the (partly) marked-up

consolidated financial statements, as included in the reporting package by Heineken Holding N.V

complies in all material respects with the RTS on ESEF.

The Board of Directors is responsible for preparing the annual report including the financial

statements in accordance with the RTS on ESEF, whereby the Board of Directors combines the

various components into a single reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this

reporting package complies with the RTS on ESEF.

We performed our examination in accordance with Dutch law, including Dutch Standard 3950N

‘Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal

verantwoordingsdocument’ (assurance engagements relating to compliance with criteria for digital

reporting).

Our examination included amongst others:

•Obtaining an understanding of the company's financial reporting process, including the

preparation of the reporting package.

•Identifying and assessing the risks that the annual report does not comply in all material respects

with the RTS on ESEF and designing and performing further assurance procedures responsive to

those risks to provide a basis for our opinion, including:

—obtaining the reporting package and performing validations to determine whether the

reporting package containing the Inline XBRL instance and the XBRL extension taxonomy files

has been prepared in accordance with the technical specifications as included in the RTS on

ESEF;

—examining the information related to the consolidated financial statements in the reporting

package to determine whether all required mark-ups have been applied and whether these are

in accordance with the RTS on ESEF.

DESCRIPTION OF RESPONSIBILITIES REGARDING THE

FINANCIAL STATEMENTS

Responsibilities of the Board of Directors for the financial statements

The Board of Directors is responsible for the preparation and fair presentation of the financial

statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore,

the Board of Directors is responsible for such internal control as the Board of Directors determines is

necessary to enable the preparation of the financial statements that are free from material

misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, the Board of Directors is responsible for

assessing the Company's ability to continue as a going concern. Based on the financial reporting

frameworks mentioned, the Board of Directors should prepare the financial statements using the

going concern basis of accounting unless the Board of Directors either intends to liquidate the

Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors should disclose events and circumstances that may cast significant doubt on

the Company's ability to continue as a going concern in the financial statements.

The Board of Directors is responsible for overseeing the Company's financial reporting process.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit assignment in a manner that allows us to obtain

sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may

not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of these financial statements. The materiality affects the nature, timing and extent of our

audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgement and have maintained professional scepticism throughout

the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence

requirements. Our audit included among others:

■Identifying and assessing the risks of material misstatement of the financial statements, whether

due to fraud or error, designing and performing audit procedures responsive to those risks, and

obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The

risk of not detecting a material misstatement resulting from fraud is higher than for one resulting

from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or

the override of internal control.

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■Obtaining an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Company's internal control.

■Evaluating the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the Board of Directors.

■Concluding on the appropriateness of the Board of Directors' use of the going concern basis of

accounting, and based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the Company's ability to

continue as a going concern. If we conclude that a material uncertainty exists, we are required to

draw attention in our auditor's report to the related disclosures in the financial statements or, if

such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit

evidence obtained up to the date of our auditor's report. However, future events or conditions may

cause the Company to cease to continue as a going concern.

■Evaluating the overall presentation, structure and content of the financial statements, including

the disclosures.

■Evaluating whether the financial statements represent the underlying transactions and events in

a manner that achieves fair presentation.

Because we are ultimately responsible for the opinion, we are also responsible for directing,

supervising and performing the group audit. In this respect we have determined the nature and

extent of the audit procedures to be carried out for group entities. Decisive were the size and/or the

risk profile of the group entities or operations. On this basis, we selected group entities for which an

audit or review had to be carried out on the complete set of financial information or specific items.

We communicate with the Board of Directors regarding, among other matters, the planned scope

and timing of the audit and significant audit findings, including any significant findings in internal

control that we identified during our audit. In this respect we also submit an additional report to the

those charged with governance in accordance with Article 11 of the EU Regulation on specific

requirements regarding statutory audit of public-interest entities. The information included in this

additional report is consistent with our audit opinion in this auditor's report.

We provide the Board of Directors with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, related

safeguards.

From the matters communicated with the Board of Directors, we determine the key audit matters:

those matters that were of most significance in the audit of the financial statements. We describe

these matters in our auditor's report unless law or regulation precludes public disclosure about the

matter or when, in extremely rare circumstances, not communicating the matter is in the public

interest.

Amsterdam, February 14, 2023

Deloitte Accountants B.V.

M.J. van der Vegte

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Glossary

Acquisition-related intangible assets

Acquisition-related intangible assets are assets that

HEINEKEN only recognises as part of a purchase

price allocation following an acquisition. This

includes, among others, brands, customer-related

and certain contract-based intangibles.

Beia

Before exceptional items and amortisation of

acquisition-related intangible assets.

Cash conversion ratio

Free operating cash flow/net profit (beia) before

deduction of non-controlling interests.

Cash flow (used in)/from operational

investing activities

This represents the total of cash flow from sale and

purchase of Property, plant and equipment and

Intangible assets, proceeds and receipts of Loans to

customers and Other investments.

Centrally available financing headroom

This consists of the undrawn part of revolving credit

facility and cash minus commercial paper and other

short-term borrowings.

Consolidation changes

Changes as a result of acquisitions and disposals.

Depletions

Sales by distributors to the retail trade.

Dividend payout

Proposed dividend as percentage of net profit (beia).

Digital sales value

Value of the digital transactions with our customers

for our products via our eB2B platforms at outlet

level, including our net revenue and the margin

captured by third-party distributors.

Earnings per share (EPS)

Basic

Net profit/(loss) divided by the weighted average

number of shares – basic – during the year.

Diluted

Net profit/(loss) divided by the weighted average

number of shares – diluted – during the year.

EBITDA

Earnings before interest, taxes, net finance expenses,

depreciation, amortisation and impairment. EBITDA

includes HEINEKEN’s share in net profit of joint

ventures and associates.

Effective tax rate

Income tax expense expressed as a percentage of

the profit before income tax, adjusted for share of

profit of associates and joint ventures.

Eia

Exceptional items and amortisation of acquisition-

related intangible assets.

Exceptional items

Items of income and expense of such size, nature or

incidence, that in the view of management their

disclosure is relevant to explain the performance of

HEINEKEN for the period.

Free operating cash flow

Total of cash flow from operating activities and cash

flow from operational investing activities.

Group net revenue (beia)

Consolidated net revenue (beia) plus attributable

share of net revenue (beia) from joint ventures and

associates.

Group operating profit (beia)

Consolidated operating profit (beia) plus attributable

share of operating profit (beia) from joint ventures

and associates, excluding Heineken N.V. Head Office

and eliminations.

HEINEKEN

Heineken Holding N.V., Heineken N.V., its subsidiaries

and interests in joint ventures and associates

Net debt

Non-current and current interest-bearing borrowings

(incl. lease liabilities), bank overdrafts and market

value of cross-currency interest rate swaps less cash,

cash equivalents and other investments.

Net profit

Profit/(loss) after deduction of non-controlling

interests (profit/(loss) attributable to shareholders of

Heineken Holding N.V.).

Net revenue

Revenue as defined in IFRS 15 (after discounts)

minus the excise tax expense for those countries

where the excise is borne by HEINEKEN.

Net revenue per hectolitre

Net revenue divided by total consolidated volume.

Organic growth

Growth excluding the effect of foreign currency

translational effects, consolidation changes,

exceptional items and amortisation of acquisition-

related intangible assets.

Organic volume growth

Growth in volume, excluding the effect of

consolidation changes.

Price mix on a constant geographic basis

Refers to the different components that influence

net revenue per hectolitre, namely the changes in the

absolute price of each individual sku and their weight

in the portfolio. The weight of the countries in the

total revenue in the base year is kept constant.

Profit

Total profit of HEINEKEN before deduction of non-

controlling interests.

All brand names mentioned in this report, including

those brand names not marked by an ®, represent

registered trademarks and are legally protected.

Region

A region is defined as HEINEKEN’s managerial

classification of countries into geographical units.

Volume

Brand specific volume (Heineken® volume,

Amstel® volume, etc.)

Brand volume produced and sold by consolidated

companies plus 100% of brand volume sold under

licence agreements by joint ventures, associates and

third parties.

Beer volume

Beer volume produced and sold by consolidated

companies.

Premium beer

Beer sold at a price index equal or greater than 115

relative to the average market price of beer.

Non-beer volume

Cider, soft drinks and other non-beer volume

produced and sold by consolidated companies.

Third-party products volume

Volume of third-party products (beer and non-beer)

resold by consolidated companies.

Total consolidated volume

The sum of beer volume, non-beer volume and third-

party products volume.

Licensed volume

100% of volume from HEINEKEN's beer brands sold

under licence agreements by joint ventures,

associates and third parties.

Group beer volume

The sum of beer volume, licensed beer volume and

attributable share of beer volume from joint ventures

and associates.

LONO

Low- and non-alcoholic beer, cider & brewed soft

drinks with an ABV <=3.5%.

Flavoured alcoholic beverages (FAB)

All flavoured alcoholic beverages in the segments of

alcoholic soft drinks, pre-mixed spirits, wine coolers,

beer mixes, flavoured beer and cider.

Weighted average number of shares

Basic

Weighted average number of outstanding shares.

Diluted

Weighted average number of shares outstanding,

adjusted for the weighted average number of own

shares purchased or held.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information

Information

Published by

Heineken Holding N.V.

Tweede Weteringplantsoen 5

1017 ZD Amsterdam

The Netherlands

Telephone +31 20 622 11 52

PDF/iXBRL

The PDF, iXBRL viewer copy and official ESEF reporting package of this Annual Report are available at: www.heinekenholding.com. The PDF

and iXBRL viewer copy of the Annual Report of Heineken Holding N.V. for the year 2022 is not in the ESEF-format as specified by the

European Commission in Regulatory Technical Standard on ESEF (Regulation (EU) 2019/815). The ESEF reporting package is available at

www.heinekenholding.com.

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Disclaimer

This Annual Report contains forward-looking statements based on current expectations and assumptions with regard to the financial

position and results of HEINEKEN’s activities, anticipated developments and other factors. All statements other than statements of historical

facts are, or may be deemed to be, forward-looking statements. Forward-looking statements also include, but are not limited to, statements

and information in HEINEKEN’s non-financial reporting, such as HEINEKEN’s emissions reduction and other climate change related matters

(including actions, potential impacts and risks associated therewith). These forward-looking statements are identified by their use of terms

and phrases such as “aim”, “ambition”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “milestones”,

“objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “schedule”, “seek”, “should”, “target”, “will” and similar terms and phrases. These

forward-looking statements, while based on management's current expectations and assumptions, are not guarantees of future

performance since they are subject to numerous assumptions, known and unknown risks and uncertainties, which may change over time,

that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks

and uncertainties relate to factors that are beyond HEINEKEN’s ability to control or estimate precisely, such as but not limited to future

market and economic conditions, the behaviour of other market participants, changes in consumer preferences, the ability to successfully

integrate acquired businesses and achieve anticipated synergies, costs of raw materials and other goods and services, interest-rate and

exchange-rate fluctuations, changes in tax rates, changes in law, environmental and physical risks, change in pension costs, the actions of

government regulators and weather conditions.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report.

HEINEKEN assumes no duty to and does not undertake any obligation to update the forward-looking statements contained in this Annual

Report. Market share estimates contained in this Annual Report are based on outside sources, such as specialised research institutes, in

combination with management estimates.

Heineken Holding N.V. Annual Report 2022

Shareholder Information

Board of Directors

Report of the Board of Directors

Financial Statements 2022

Other Information