Heineken N : Summary of the assignment agreement with Mr Harold van den Broek

Summary of the 2021-2025 Assignment Agreement with Mr. Van den Broek

In conformity with the Dutch Corporate Governance Code, subject to his appointment as member of the Executive Board of Heineken N.V. by the Annual General Meeting of Shareholders on 22 April 2021, an Assignment Agreement with Mr. Van den Broek has been entered into for a period of four years (i.e. up to the 2025 Annual General Meeting), which will take effect as from 1 June 2021. Reappointments can take place for consecutive periods not exceeding four years each.

The remuneration of Mr. Van den Broek will be in line with the remuneration policy as applicable to the Executive Board. As summarised on page 55 through 59 of the Annual Report 2020, the fixed remuneration component consists of a management fee of EUR 850,000 and a non-qualified pension contribution of 18%. Within the remuneration policy, adjustment of the management fee will take place if and when the Supervisory Board of Heineken considers this appropriate.

In line with the remuneration policy, the variable remuneration component consists of a short-term and a long term incentive. This is similar to the package of the current CFO as set out in the Remuneration Report section of the Annual Report 2020.

In addition to the main conditions of the Assignment Agreement, a number of additional arrangements apply at the cost of the Company, travel and accident insurance, life insurance - and company car arrangements and coverage under the Company's Directors and Officers (D&O) policies.

The remuneration in the event of termination of the assignment agreement for a reason which is not an urgent reason ('dringende reden') will not exceed the management fee of one year.

As compensation to buy out lost long-term incentive remuneration that Mr. Van den Broek held with his previous employer, an Extraordinary Share Award of 39,466 shares of Heineken N.V. (gross) is granted as of the moment of appointment by the Annual General Meeting. This is a time-vested conditional grant: 1/6th of the award vests on 1 June 2021, the remainder of the award is subject to time vesting over a period of three years. In line with the retention requisite of Best Practice provision 3.1.2 of the Dutch Corporate Governance Code, Mr. Van den Broek has an obligation to retain and hold the shares for a period of five years as from the date of award. This holding period continues to apply in respect of vested shares after termination of the Assignment Agreement for whatever reason.

Amsterdam, 9 March 2021