Heineken N.V. (AMS:HEIA)
Netherlands flag Netherlands · Delayed Price · Currency is EUR
66.14
+1.22 (1.88%)
Apr 30, 2026, 5:36 PM CET
← View all transcripts

AGM 2022

Apr 21, 2022

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Good afternoon, ladies and gentlemen. At 1:30 P.M., I am pleased to open the annual general meeting of shareholders of Heineken N.V. I would like to welcome you all and am delighted to meet you all again in this beautiful DeLaMar Theater. I'm also pleased to welcome the shareholders of Heineken Holding N.V., who are present here as observers. I'll open with a few general announcements. First, please switch off your mobile phones or put them in silent mode. Taking photographs or making video recordings during this meeting is prohibited. Simultaneous interpretation from Dutch to English is available on two and from English to Dutch on channel one. Those who are hard of hearing may also use the headphones and should set them at channel zero. This meeting will be broadcast live.

I'd like to welcome all participants on the webcast. The Heineken Holding N.V. meeting will start at 4:00 P.M. or later if this meeting runs late. At 7:30 P.M., the musical Annie will start in this room, so our time is somewhat limited. I would not like to disappoint 500 excited children or their parents. Now, on to the formalities of this meeting. I determine that all formalities for convening this meeting has been observed. Valid resolutions may therefore be taken on all matters announced. The company has offered shareholders the opportunity to issue voting instructions online and this opportunity has been used. I will tell you the number of shareholders present or represented and the number of shares they may cast the moment the count has been completed.

Present at this meeting, we have Civil Law Notary van Acht from Loyens & Loeff. This is Mr. van Acht over there. He will supervise the voting. The resolutions adopted today and the voting results will be published on the company's website in a few days. Shareholders can obtain the report of the company meeting from the website within three months. In connection with discussing the financial statements from 2020 by the Executive Board, this meeting is also being attended by the company's auditors, Messrs. Van der Vegte and Binkhorst of Deloitte Accountants B.V. I understand that the meeting is also being attended by representatives of the press and I am also pleased to welcome them present here. I'll briefly explain the procedure for asking questions today. Before the meeting, some questions were submitted by shareholders by email.

We will address most of the questions at the meeting at the relevant agenda items. The complete questions and answers appear on our company website. I request anyone who wishes to speak during the meeting to use one of the microphones positioned here and there in the room and to state his or her name for the record as soon as I have given that person the floor. If you are speaking as a representative of a shareholder, please state which shareholder you represent. I explicitly reserve the right to restrict speaking time if the progress of the meeting so requires. Please address any questions to me and I will state in each case who will be answering that question.

I am also asking Anne‑Marie van der Waal, the company secretary, to make the announcements concerning voting during this meeting. Anne‑Marie, thank you.

Anne-Marie van der Waal
Company Secretary, Heineken N.V.

To vote, please use the voting boxes. Shareholders of Heineken N.V. have blank voting cards without a dot and may vote in this meeting. Shareholders of Heineken Holding N.V., attending this meeting as observers, have a voting card with a yellow dot. This card may be used only at the Heineken Holding meeting. Shareholders with two yellow dots on their cards are shareholders of both Heineken N.V. and Heineken Holding N.V. and may vote at both meetings. Mr. Chairman, back to you. Thank you.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

That was the introductory section. We are now going to start at item 1 A on the agenda, the executive board report for the 2021 financial year. You will find this report in our annual report. I'm pleased to hand you over to Dolf van den Brink, Chairman of the Executive Board and CEO and after that, Harold van den Broek, CFO. Dolf, you have the floor.

Dolf van den Brink
Chairman and CEO, Heineken N.V.

Thank you, Jean-Marc. First, I'm delighted to be able to address you in person here today. In the past few years, we've learned that we can do a lot virtually online but nothing beats seeing each other in person and speaking with each other in person. That holds true for this shareholders meeting as well as for the reception afterwards. I think that we all hoped that 2021 would be a calmer year but once again, the year proved filled with challenges, which we will share with you. We have continued to adapt to this rapidly changing environment and we also explicitly set aside time to pursue our EverGreen program to build for the future and we'll tell you more about that later on.

We're extremely proud of the resilience and adaptability of our coworkers, customers and suppliers and especially of how we have supported each other and nonetheless have achieved strong results. The speed of the recovery remains uncertain and we are facing high inflation that has been unprecedented for decades. We're very proud of the strong results of our company at the start of this year and during the previous year and of the development of our Evergreen strategy. This is intended as a new chapter in the long and successful history of our company. We're confident that we're on the right track to achieve superior and balanced growth and to create sustainable long-term value. I'd also like to comment on the tragedy in Ukraine.

This remains on our mind and we are very shocked and deeply saddened to see how the situation has changed and continues to develop. We stand behind the Ukrainian people and our hearts go out to all those affected. The Russian government's war against Ukraine is unprovoked and unjustified. It was not provoked. After extended evaluation of our strategy, we took the very difficult decision to leave Russia and we are committed to an orderly transfer to the new owner. During this transition period, we will remain active with the recently enhanced scaled-back activities to ensure the safety of our employees and we will guarantee payment of their salaries at least until the end of 2022. We continue to provide support and donations to NGOs active in Poland, Hungary, Romania and Slovakia.

We're very proud of our coworkers helping people, their people who have fled the war in search of safety. We hope that the path to peace will be found soon. I'd like to share the main results for 2021 with you now. We're pleased to report strong results despite the circumstances. We're well on track to recover to pre-pandemic levels. We're not there yet but in some respects, we've already done better than before. Net revenue rose organically by 12.2%. We benefited from strong volume and revenue per hectoliter growth. Beer volume grew organically by 4.6% and the Heineken brand even posted 17.4% growth with double-digit growth in over 60 markets. Our operating profit increased by 43.8% and the margin was 15.6% thanks to top-line growth leverage, continuous cost mitigation actions and major progress in rightsizing our cost base structurally.

Net profit and EPS grew even faster from the low base of last year. Higher profits from our joint venture partners and lower financing costs. In the region Africa, Middle East and Eastern Europe, net revenue grew organically by 25.9% and operating profit grew by 89% with strong growth in the majority of our operations, especially in South Africa and Nigeria. Nigeria continues to grow quickly. The volume increased to above the 2019 level. Our premium portfolio increased by more than 30%, driven by Tiger, the Heineken brand and the successful launch of Desperados. We will be expanding our Ama Brewery to enable additional growth. In South Africa, volume grew by more than 40% and was thus ahead of the market.

In November, we announced our intention to acquire Distell and Namibia Breweries Limited to create a successful regional beverage champion operating in various beverage segments. Full completion is still pending regulatory approvals across various jurisdictions. In the Americas, net revenue and operating profit increased organically by 17.9% and 19.5% respectively, mainly driven by Mexico and Brazil. In Mexico, beer volume grew in the high teens and was thus ahead of the market and is now back at the 2019 level. Our premium portfolio grew by more than 30%, led by Amstel Ultra, Bohemia and there too, Heineken. Amstel Ultra is extremely successful and we'll be rolling it out to other markets as well.

In Brazil, over the course of this year, we gained market share, thanks in part to revenue per hectoliter growing by over 30%, driven by strong pricing and mix effects and we continue to rebalance the entire portfolio. The premium beer volume grew by close to 30%, led by the Heineken brand and Eisenbahn. The Heineken brand volume is now double, at double its pre-pandemic volume. Heineken USA grew by low single digits, once again ahead of the market, led by Heineken, Dos Equis and our Dos Equis innovations such as Ranch Water and Lime & Salt. We posted strong growth in the majority of our markets in the region, especially in Panama, Peru and Ecuador. Our joint venture partners in Chile, Argentina, Colombia and Costa Rica also grew considerably.

After the strong start of the year, the Asia Pacific region was hit hard by the pandemic. Net revenue was down 6.1%. Operating profit declined by 13.5% organically, driven by Vietnam and Cambodia, which were hit hardest. This decline was partly offset by growth from Indonesia, Malaysia and the restructuring of our business in the Philippines. Our growth momentum in Vietnam was thus disrupted by these lockdowns, which were more serious, especially in our strongholds such as Ho Chi Minh City. Toward the end of the year, when the restrictions were lifted, we did manage to restore our national leadership position. Despite these challenges, the local Bia Viet beer brand grew by almost 30%. In India, United Breweries Limited grew by over 30% and outperformed the market.

UBL is now proud to be part of the Heineken group after years of waiting. The strong momentum in China continued. The Heineken brand today is close to double its size before the pandemic and China is now the fourth largest market for the brand globally. Now, finally moving to the Europe region, where net revenue grew by 8.6% and operating profit more than doubled. In Q4, the food and beverage sector volume grew in the high teens through less rigid and less widespread COVID restrictions, as in the same period last year. We're still 30% below our level from 2019 in the food and beverage industry, so we have a ways to go to recover fully. On the other hand, retail channels were relatively stable versus last year and ahead of 2019 by nearly 10%, driven by premium segments.

In 2/3 of our markets, we held or gained market share. Our greater focus on a few premium brands, specifically focused on meeting the needs of younger consumers, has yielded excellent results, with 30% growth and these brands combined now represent nearly 8% of our volume in Europe. Moving on to premiumization. It's a tongue twister. It's difficult to convey in Dutch. I hope it's clear. Premiumization is a key driver and the engine for our superior growth. Premium beer is expected to grow twice as fast as overall beer and even faster than total alcohol. Over 40% of our beer revenue comes from premium, the highest percentage compared to our competitors and our peers, so we're best positioned to capture this opportunity.

We intend to continue leveraging this advantage under the aegis of the Heineken brand, making it the number one brand choice for the younger generation. The brand has strong momentum, growing 17% ahead of 2019. Nearly 40 markets posted double-digit growth with respect to before the pandemic. Heineken 0.0 and Silver further support the growth. Heineken 0.0 grew over 30% this year and is now present in over 100 markets. Heineken Silver is thriving in Vietnam and China, more than doubling its volume this year. At the next slide, I'll tell you more about Heineken Silver. We're also scaling up and replicating the success of our premium international brands such as Desperados, Tiger Crystal, Amstel Ultra and Birra Moretti.

They're significantly ahead of 2019. Our strongest local premium brands are growing quickly as well, such as the stated brands which posted 61% growth in Europe versus 2019 . Now, Heineken Silver. Heineken Silver is a smooth new pilsner with 4% alcohol and an ultra-fresh taste. Building on its successes in China and Vietnam, our goal with Heineken Silver was to rejuvenate the Heineken brand, strengthen our premium image and market Heineken Silver at a large scale throughout Europe. To this end, we needed a disruptive plan that would capture the hearts and minds of the Gen Z generation, so we have ventured onto the Metaverse by launching our first virtual beer. An ironic joke, winking at ourselves and at other brands by launching a beer in the only place you can't enjoy its extra refreshing taste.

If you don't know what the Metaverse was, you're not alone. This was the first time in my career that I started to feel old. I had no idea what it was but a new world has opened up to us, especially last month. It's great. It's greatly disrupted the status quo in the brand. Well, that Metaverse is all very well and good but we wanted to launch it in the real world and we did that in the past few weeks and days in over 20 countries throughout Europe. Our advertising campaign aims to remind consumers that real is always better than virtual. To reinforce this message, for the first time ever, we teamed up with influencers who are even featured on some of our TV commercials and digital assets.

We have steeply accelerated the rollout of our digital platforms, which is incredibly important at this time and we now operate these platforms on 30 markets, which together represent 75% of our net revenue. Through these platforms, we're building and strengthening our relationships with our customers in this fragmented trade, so that they can grow their business with more and better services and data insights as we increase our sales and productivity. In 2021, we captured EUR 2.8 billion in digital sales value, which is growth of 130% versus last year, driven by strong growth in Mexico, Brazil, Vietnam, Nigeria, the U.K., Italy, France, etc. We're well on track to achieving our objective of EUR 10 billion in revenue by 2025.

The right graph conveys the acceleration throughout the year, starting at just 15% and culminating at 47% of our online business as a percentage of the total fragmented market. We're now digitally connected to 370,000 active customers who place orders at a level considerably higher than in 2020. In 2021, we further developed and expanded our global presence to build a sustainable long-term growth advantage. In July, as stated previously, United Breweries Limited in India became part of the Heineken group, which was a very special moment after 13 years of strategic patience. I'm especially grateful to my predecessor, Jean-François van Boxmeer and many others at Heineken who helped achieve this.

We believe that in the long run, India offers excellent growth opportunities with its population of 1.4 billion, a rapidly emerging middle class and a currently low per capita beer consumption. UBL has an illustrious history that goes back over a century. The company has established itself as the undisputed market leader in India, with a strong network of breweries across the country and a fantastic brand portfolio, including the iconic Kingfisher. We're honored to be able to build on this heritage and integrating UBL is proceeding according to plan. As mentioned previously, in addition to UBL, in November, we signed an implementation agreement with Distell Group Holdings Limited and Namibia Breweries Limited to integrate their businesses and thereby to create a regional market leader for Southern Africa.

Distell is the largest manufacturer and seller of ciders, alcoholic mixed drinks, wines and spirits in Africa and NBL is the market leader in beer in Namibia. The combination of our companies will significantly strengthen and complement the route to market in South Africa and Namibia with additional growth opportunities throughout Southern Africa. In 2021, we launched our renewed Brew a Better World strategy. The sustainability strategy comprises three pillars. Environmentally, we defined important milestones on our path to net zero impact. Socially, we want to head toward an inclusive, fair and equitable world. The third pillar is where we raise the bar in terms of responsible alcohol consumption and preventing harmful alcohol consumption. Another objective that we shared is to reach zero carbon emissions in the full value chain by 2040, ten years ahead of the Paris Agreement.

The Science Based Targets initiative improved our targets to reach net zero emissions in manufacturing by 2030 and to reduce total value chain emissions by 30% versus 2018. We're well on track but our journey is going to be very challenging and will require coordinated action with many suppliers and stakeholders globally. In 2021, we also raised the bar in terms of transparent reporting. We began the year as a founding signatory member to the WEF Stakeholder Capitalism Metrics Initiative and toward the end of the year, we committed to the recommendations of the Task Force on Climate-related Financial Disclosures, also known as TCFD. We also checked our remuneration policy and we tried to see how we could best align it to creating long-term sustainable value. Our proposal will be voted on later at this AGM.

Now, I'll address a few questions submitted by the VEB prior to this meeting. To avert extending the meeting too long, I'll address the various topics briefly. The detailed questions and our answers are posted on our website. The VEB asked questions about our business in Brazil, India, South Africa, Nigeria and China. Early in my presentation, I addressed our business in Brazil, which led to a joint improvement of sales per hectoliter. Improving the profitability of our business in Brazil remains one of our top priorities but we still have a lot of work ahead of us. We will not disclose the expected operating profit margins in India. We don't do that for any of our opcos but we do expect limited synergies from the integration of UBL.

As stated, this largely concerns long-term growth potential in India that we consider to be significant and vast. In South Africa, with the expansion of our Sedibeng Brewery, we expect to manufacture more locally, hence improving profit margins. At present, we are forced to import a significant share of our volume from Europe. Once we are entirely local in manufacturing, that will enormously boost the profit margins. We also expect synergy from the intended integration of Distell in the breweries in South Africa. In Nigeria, we increased price considerably to improve profitability. Finally, we're very satisfied with the progress that CR Beer is achieving in China with our international brand portfolio and the Heineken brand, as I just discussed. By now, it's at twice the level of what it was pre-pandemic.

Now, to wrap up and before I give the floor to our CFO, Harold van den Broek, I'd like to share three videos from our latest Heineken campaigns with you. The first is the new Heineken 0.0, "Cheers with no alcohol, now you can." Afterwards, a Heineken Silver commercial with the Spanish influencer Dante Caro. Finally, a new commercial related to our UEFA Champions League sponsorship.

Harold van den Broek
CFO, Heineken N.V.

Good afternoon. Good to see you here this afternoon. I'd like to start by explaining our financials. If we look at this slide to growth of revenue, you see that we have organic growth of revenue, EUR 24 billion or 12.2%. This was driven by partial volume recovery but for a larger part, it was driven by assertive pricing, which led to net revenue growth of EUR 21.9 billion. Total consolidated volume on organic basis grew by 3.6% for the full year, 2021. Within the last quarter, we recorded a total volume growth of 5.2%. Higher growth in the fourth quarter was due to the fact that there were fewer restrictions in Europe as compared to 2020.

If we look at the full year 2021, we see that the growth was led by Mexico, South Africa, Nigeria, Italy, Spain and the U.K. and was partially offset by the decline in Asia-Pacific. The region, particularly in the second half of the year, was deeply impacted by the pandemic because of the restrictions. Net revenue per hectoliter was up 8.3% and the underlying price mix on a constant geographic basis was up 7.1%. This accelerated in the second half of the year. We increased prices further in order to tackle inflation and adverse currency impacts. We also saw a positive mix of premiumization and an improved channel mix, such as hospitality, as compared to 2020.

The currency translation effect was EUR 550 million for the full year, at 2.6%, mainly due to the devaluation of the Brazilian real and the Nigerian naira. Consolidation of United Breweries since August 2021 contributed EUR 280 million or 1.4% to revenue. Operating profit in 2021 reached EUR 3.4 billion. You see that on the right-hand side of the slide. Strong result, strong performance, an important step towards recovering our profitability. Let's now take a look at organic growth of this operating profit. The EUR 2.4 billion of organic net revenue growth on the previous slide translated to more than EUR 1 billion operating profit organic growth for the full year, conversion rate of 44%. Overall, the revenue was the main driver of growth, further helped by structural growth savings and cost mitigations.

For instance, less traveling and no advertising costs in those countries where hospitality was closed. Operating profit growth was very broad-based with many of our operations contributing, most noticeably U.K., Mexico, France, Spain, South Africa, Brazil and Italy. In the region Asia Pacific, operating profit dropped with Vietnam and Cambodia most affected, mainly due to COVID. Currency translation negatively impacted operating profit by EUR 98 million, which was lower than the first half 2021 and the Brazilian real led to the biggest impact but the Surinamese dollar, the Vietnamese đồng and the Ethiopian birr also played a part with respect to the negative impact. Consolidation of UBL finally contributed EUR 31 million to the operating profit. An important part of Evergreen is the productivity program, EUR 2 billion.

It was introduced in order to partially offset COVID impact but also to restore profitability and to deliver sustained operating leverage beyond that. We're well on track to deliver this target. At the end of 2021, we achieved EUR 1.3 billion of gross savings as compared to the cost bases in 2019. More than 80 operating companies accumulated over 7,500 initiatives, delivering results and filling a pipeline of initiatives, achieving EUR 1.3 billion cost savings. To give you an idea of how much our operations and markets contributed to this number, on the right-hand side you see that each region and all cost components realized at least mid-single digit savings related to their own cost base. We're very pleased with that and we hope to be able to continue this.

In the meantime, we built a tool to capture all these ideas and we developed it with IT. Now, this methodology is deployed across Heineken. The methodology shows us that we're on track to deliver the EUR 2 billion gross savings in full. We expect to be able to realize important cost savings in 2022. We now have alliances and networks between experts, enthusiasts, who activate, learn, share, discover and follow a drumbeat, so to speak, so that projects move from idea to realization. We can also measure the results and this has become part of our short-term incentive structure. All in all, we hope to be able to show you that we have started to build on our cost-conscious culture. In February 2021, we introduced our Evergreen strategy in order to make our company successful in the future.

We're convinced that we can realize superior balanced growth with sustainable value creation at its core. This means that we have to constantly find a balance between committing to change and making long-term investments. While, in the short term, we also want to make progress and achieve our financial targets. All of this under rapidly changing external conditions. We think we're on the right track, as evidenced by strong results in 2021 and the way Evergreen is starting to take shape. This year, we're going to continue that. We do see, however, that there's a lot of uncertainty in the world and we expect that COVID-19 will continue to have an impact. We also see that inflation is rising sharply and that the robustness of the supply chain is under pressure. Not everything is available anymore.

We expect that these factors will have an important impact on us. To be more specific, we expect that the input cost per hectoliter will rise in the mid-teens. We will offset the increase in input costs with price increases, which may have a negative impact on beer consumption. Nonetheless, we remain confident in the long term, which is why we intend to reverse the temporary savings that we took in 2021. This includes, for instance, investing in our brands, where we had temporarily suspended advertising expenditures due to curfew restrictions. In 2022, now that the markets are open again, we will redeploy that and those investments will be partly offset by further gross savings from our productivity program. We will continue to invest in digital and sustainability initiatives.

Overall, we expect in 2022 a stable to marginal growth of operating profit margin. We continue to aim at an operating profit margin of 17% in 2023. The uncertainty about achieving this has increased given current and changing economic conditions and related raw material costs, commodity costs, which is why we said that later this year, we will provide an update on our 2023 guidance. Moving on to our performance in the first quarter 2022. We had a solid start to the year in line with our expectations and we continue to make good progress with EverGreen. Net revenue grew organically by 24.9%, driven by price increases and premiumization in all regions and a positive impact from the mix of sales channels, particularly in Europe.

The total beer volume increased organically by 5.2% as compared to last year and was organically 2.8% up from 2019. All regions contributed to growth, particularly Europe, given last year's low base due to COVID related restrictions in on trade. Asia-Pacific showed a growth again after the lockdown in the second half of last year. The Americas region recorded a modest growth, while Africa, Middle East and Eastern Europe continued their positive momentum. Heineken volume grew by 12.9%, significantly outperforming the overall beer market and outperforming 2019 by nearly one-third. Volume grew at double-digit rates across all regions in more than 45 markets. Heineken 0.0 grew by more than 20% with strong momentum in Brazil, Mexico, United States, Chile and South Korea.

Heineken Silver, Dolf mentioned it, grew by more than 8% following a good launch in Europe and strong growth in Vietnam and China. However, the speed of recovery remains uncertain. Looking ahead, we expect additional challenges as a result of inflation, which is both impacting consumers' disposable income and putting further pressure on our own cost base. We'll have to take additional measures in order to address these challenges and therefore maintain our guidance for 2022. At the same time, we'll continue to invest in the long-term operations of our company. Finally, I'd like to address the VEB's questions about our gross margins per hectoliter and what it is that we're doing in order to improve our profitability. Just to remind you, the pandemic has had a major impact on our business.

We increased our prices in several countries in order to mitigate the impact of inflation and unfavorable exchange rate effects. These results became visible in the second half of 2021 and also you just saw it in the first quarter of this year. Also in the future, by means of investments, price increases and cost cutting, we will try to protect our profitability. In addition, we aim to go beyond COVID recovery alone. Superior growth is what we aim for. Also improvement in productivity should enable investments not only in increased marketing and sales investments but also in our digital and sustainability initiatives. With that, I'd like to give the floor back to Jean-Marc, who will continue to address your questions. Thank you.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Thank you, Dolf. Thank you, Harold. Just before we move to the questions, ladies and gentlemen, just an announcement that I was unable to give you. The Civil Law Notary has confirmed the following to me. From the list of attendees, we see that 35 shareholders are present here today. 30 shareholders are represented here. On the Internet, 3,365 shareholders have cast their votes. In total, 3,430 shareholders of, in total, 514,941,315 shares entitling to cast just as many votes, being 89.5% of issued capital, issued shares. At the meeting are present 90 shareholders of Heineken Holding N.V. who are attending this meeting as observers. Who can I give the floor first for this item, which is the report of Dolf and Harold?

Should you wish to ask a question, please state your name and possibly the organization that you are representing for the benefit of the record, the meeting. Mr. Vreeken.

Robert Vreeken
Shareholder, Private Investor

Good afternoon, ladies and gentlemen. It is good to be here, to be back. I'm very pleased with the robust performance of Heineken. I'm also pleased with the innovation as announced by the new CEO of Heineken. I'm also very pleased that the former CEO is also present here today, Jean-François van Boxmeer. Two years ago we weren't able to properly say goodbye to him. Whereas he achieved so much for the company, we had a wonderful dialogue during the meeting and after the meeting as well. He's rather modest, as you see but he's done a wonderful job. I assume that Dolf van den Brink is going to continue this excellent work with his team.

The thing is that he is surrounded by people who have a Unilever background, Mr. Huët and Mr. van den Broek and that is very promising for this company. As you know, I would like Heineken to become a market leader globally with Heineken 0.0, with this global beer. I'd like to know what the share is of alcohol-free beer globally. Heineken, by acquiring companies, can become the leading company in terms of mineral water with Sourcy and can solve the water problem in the world. What struck me was that Heineken sponsors 007 films. No Time to Die was the last movie. I was very pleased with that because I thought, "Oh, good exposure for Heineken 0.0." What do I see in that movie? One glass after the other was drunk by 007.

I understand that there are new negotiations. As you know, Umberto Tan and myself gave a presentation to Heineken. Both of us are very much in favor of alcohol-free beer in combination with the new superbus or the new Lightyear that will be introduced in the Netherlands. It would be wonderful if Heineken 0.0 would be the most popular drink in combination, possibly with Sourcy mineral water. Wage increases. Inflation is moving to 20%, so this is what you're facing. For blue-collar workers, that is has an enormous impact. These people are facing high energy bills. Now, that can be changed and reversed if we give employees a package of 10,000 EUR with solar panels, with batteries in order to store solar energy, circular shower that would save you 80% of energy expenses.

We can reduce energy consumption from 600 EUR to about 350 EUR, more or less. Well, that would be much better than a wage increase. If you then extend a loan of at 4% interest over a period of 10 or 20 years, that'll make everybody happy. It's also good for the environment. Also seat heating in hotels and restaurants. That will cost about EUR 0.02 per person per capita. That is not only interesting and necessary. The heaters in hospitality industry cost about EUR 0.35 to EUR 1 per person per hour. It would be wonderful if Heineken could accelerate this process. What else? Now, the value, social interests of Heineken. ARTIS is incurring losses. ARTIS is the zoo in Amsterdam.

It would be wonderful if Heineken could help out with the financials of ARTIS Zoo and perhaps also sponsor and serve Heineken 0.0 or Sourcy mineral water. What else? There's this other problem at Heineken. Well, Heineken, of course, could not foresee what's going on in Russia. Russia is turning into a province of China and we know that Taiwan is a bit of a headache. Perhaps Heineken can start looking at plan B for China, lobbying there to see if we can sort things out there and see whether we can get China to tell Putin to slow down. That will require quite a bit of diplomacy but I think that you can do that job at Heineken because you have a good position in China. It would be terrible if you'd have to leave China after Russia.

That is something we're looking at. Finally, in India, they have excess of wheat but that they cannot ship the wheat. If Heineken could help out, the price of wheat could be reduced for people who need bread but also people who desperately want to have a Heineken 0.0. Those are my questions so far. Thank you.

Dolf van den Brink
Chairman and CEO, Heineken N.V.

Fantastic, says Mr. Huët. Thank you, Mr. Vreeken. 10 or 11 questions. A couple of them are very relevant but perhaps I can start by agreeing with what you said about Jean-François van Boxmeer. He's very, very modest but he had a wonderful impact on the company over a period of 35 years. We absolutely agree with you and we're all extremely pleased that he is still so involved in the holding. Thank you, Jean-François.

Robert Vreeken
Shareholder, Private Investor

Now the challenge, not for Jean-François but for Dolf to answer these 11 questions.

Dolf van den Brink
Chairman and CEO, Heineken N.V.

Let's see what we can do here. Thank you, Mr. Vreeken. I'm absolutely impressed by your innovative ideas and your passionate list of questions. First of all, the opportunity 0.0 beer, alcohol-free beer. We absolutely agree with that. I'm proud to say that Heineken is a global market leader in 0.0 beer. Heineken 0.0 is the largest brand on the planet, available now in 100 countries. At the same time, I think it's appropriate to be modest because globally, alcohol-free beer is only 1% of the overall beer market. We're in this for the long haul. A couple of European countries have already shown what is possible. 5% in the Netherlands is alcohol-free and Spain is about 10% of the market that is alcohol-free beer.

We are absolutely convinced that over the next one or two decades, alcohol-free beer will move to 5%, 15% and 20% of the beer market. We absolutely intend, as Heineken, to play a leading role here. As far as the James Bond films, as you are, we are absolute fans but it's a creative process. Obviously, we have no say in this creative process. It is the film director that is in charge of that. We can always make suggestions but we can never take any decisions and we have no control. That should be clear. We can pass on your ideas but we cannot guarantee that they will take any heed of those observations. Inflation globally affects all of us, each and every one of us. It has an impact on our employees.

Your idea to, in part, solve the problem with solar panels and a circular shower, interesting. Interesting. We haven't really thought about it, not like this. I'll admit as much but we'll take a closer look at this. It is fantastic because all the Heineken beer that is being brewed at the Zoeterwoude plant has been completely made with renewable energy. Last year, we made the announcement that we are partnering with Eneco energy provider in order to make our entire footprint renewable, the electrical production but also thermal energy. I was trying to keep up and take notes. ARTIS, the zoo. Yes, that's what I wrote down but I don't really remember what the question was.

Mr. Vreeken, EUR 15 million is the deficit that ARTIS had and the municipality of Amsterdam and the province refused to help out financially. The zoo, ARTIS, is looking for sponsors. There are businesses that helping out. The former CFO of Heineken is personally also involved, in order to help out with this deficit. Perhaps you can help out as well. Mr. van den Brink. Yes, we can consider that. In our donation policy, it's important to keep that in mind that we do this for adults. I mean, if the event involves children, underage children, of course, we cannot be involved. That would apply to ARTIS, the zoo. Your comments about China. Yes, it's an important statement and I think we should zoom out a bit.

I mean, the world is becoming increasingly complex to operate in but yeah, for all businesses, after a period of 30 years of globalization, if you will and a predictable way in which things were evolving, all of a sudden, we're being faced with more turbulence and volatility, as we can see for ourselves in terms of the situation in Russia. As a company, we have to tread carefully and I think it's very difficult to make general statements. I think that we should look at each and every case separately. Beer is very much a local business. As brewers, we have local roots, so we have to look at the context of the local markets. I think that with that, I have answered most of the questions.

Robert Vreeken
Shareholder, Private Investor

Yep.

Dolf van den Brink
Chairman and CEO, Heineken N.V.

Yep.

Robert Vreeken
Shareholder, Private Investor

India.

Dolf van den Brink
Chairman and CEO, Heineken N.V.

India. That was a question about grain. Could you please repeat the specific question? The farmers produce a lot of grain but they can't export it because the logistics are not suitable for the farmers in India. It would be good for those people because Heineken's wonderful logistics could help ship the grain both for people who need bread and for people who are desperate for a Heineken 0.0. That would lead prices to drop too. That's an excellent idea. I'm not sure how practical it would be for us to join that one. Zooming out again, we have all logistics chains. Not only India was under severe pressure. There's a huge shortage of truck drivers and seaport staff.

Whereas last year we managed to sustain reasonable service to our customers, now we're all being hit very hard by disrupted supply chains. In our Q1 report, we specifically mentioned the U.S. market, where capacity shortages on the transatlantic routes from Europe to America are becoming a serious problem. Unfortunately, that's our daily reality. Wherever we can, we'll do our bit and try to make a difference.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Thank you, Mr. Vreeken. Dolf, thank you. I propose that you receive the floor. You've been waiting the longest.

Speaker 12

Well, I'm not as much of a performer as the previous person who asked questions, so I'll be brief. My questions are as follows. First, I'd like to thank the CEO and Mr. van Boxmeer for your good results, despite Corona, not the beer but the virus. How do you expect to improve the gross beer margins, A, short-term and B, in the long run? Independence from your raw material, that's another issue for the Heineken group. Why don't you purchase more plantations for barley or malt, so you're independent of the raw materials? Three, a reconsideration, that's a different story. Whether those who retired from Heineken could get Christmas packages. It shouldn't be a problem. Four. What about the baby kegs in the U.S. and are they available here in Europe as well?

The person asking the questions is a retiree from Heineken. China, how does the China region expect to recover given the major impact? Those are my questions.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Thank you, Mr. Moncar. I lived outside the Netherlands for many years and it's nice to hear that Christmas packages are still there. Okay. Perhaps not at Heineken. That's why you're asking the question. I'll still have to hand you over to Dolf. What's your view on the Christmas packages?

Dolf van den Brink
Chairman and CEO, Heineken N.V.

The Christmas gifts. Max did submit that question previously by email, so I had to check with Jean-François van Boxmeer what our considerations were. In the past two years, we thought that considering the difficult, painful decisions that needed to be taken within the company, there was no cost for Christmas packages. We had to let 8,000 staff go last year and that made us very sad, so that's why we didn't expand our Christmas package scope. That might be a lesson for the future, though. Shall I answer the question about China and then perhaps Harold, you can talk about the gross margin and the raw materials for beers? Yes. We're presently worried about China.

If you read the newspapers and we don't really know a lot more than what's known in the West but the zero COVID policy in China, it's no longer feasible. So now you see in Shanghai, even our own staff are stuck at home and they're isolated and under difficult circumstances. They're in dire straits. Aside from this heavily impacting our staff, it is undoubtedly going to impact our results as well. That was not clear in Q1 but we expect that it will be clear in Q2. Harold, regarding the gross profit margins.

Harold van den Broek
CFO, Heineken N.V.

Hello, Mr. Moncar. First, Heineken is a growth company. We have become great through growth and growth accounts for what's on our mind 70% of the time. We want robust, healthy growth. That's why I really appreciate your question, especially the CFO. It's important to note that COVID deeply impacted volumes in our brewery. When breweries experience steep volume drops and the margins decline as well because the fixed costs throughout the chain are very high. We hope that when those volumes recover, we'll experience a favorable impact on our occupancy ratio and consequently on our margins. Second, the food and beverage industry is recovering. We're delighted to see the sunshine and people sitting at outdoor cafes because that helps boost those margins.

As we indicated earlier in this conversation, there are three major factors that made it difficult for us in the context of declining margin. The first is that, especially in the emerging markets, local currencies are devaluing and it's very difficult to increase prices all at once. We need to manage price increases very carefully to keep our consumers with us and avoid losing them. Second, as you would've read in the newspapers, since COVID, the cost of freight and containers and now raw materials are all increasing dramatically in price. You may have seen that in Q1, we did our very best and as well as in the second half of last year, to pass these costs on to our customers and to the consumers.

But we have to do it with full knowledge of what the competition is doing and what consumers can afford. In the long run, we need to consider very carefully how we will continue optimizing our costing programs so that we become more cost conscious and derive benefits from that and by adapting our portfolio to increase our margins. That's the answer to your first question. Your second question about more plantations to be less dependent is extremely relevant and is an important issue at present because much of the value chain has been disrupted and there's a shortage of many raw materials.

We're trying to explore vertical integration to see whether in some areas we should get on board to become less dependent on large suppliers and have additional certainty regarding access to our own ingredients and materials so that we can continue brewing beer. It's also important that this is not the only way forward. We're also thinking very carefully about people in agriculture to see whether science can help us boost returns per square meter in wheat or barley. You don't need to own all of that to share our knowledge and boost productivity. That's not only good for supply, it also cultivates loyalty to us. For example, if you look at the Alken-Maes today in Belgium, they have a lot of knowledge that would benefit agriculture and work together with agriculture as well.

That's how we try to boost proceeds and cultivate mutual loyalty.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Thank you, Dolf and Harold. I see that you have some questions, madam.

Denise Rijke
Shareholder Representative, VBDO

Yeah. I represent the VBDO, the Dutch Association of Investors for Sustainable Development. We comprise more than 80 institutional investors and more than 600 private investors and it is our mission to make the Dutch capital market more sustainable. We're very pleased, as well, to be back live here and also indeed to greet the new CEO live this year. As every year, we are pointing Heineken to some of their material sustainability themes and this year I focus on three specifically. The first one is biodiversity. The loss of biodiversity is increasingly a real threat and risk to companies, especially those with strong reliance on agricultural inputs. We can read also in Heineken's annual report that you say we must act now to dramatically reduce long-term devastating impacts on biodiversity.

We of course very much agree with this statement. However, we could not find other than related to water issues, really a comprehensive biodiversity strategy and also assessment of risks and opportunities that Heineken faces in this regard. Often, when we are asking this question, then we hear that now the assessments and monitoring tools for biodiversity may not be mature enough yet, to conduct this in a standardized way. However, of course, with Heineken really being a front runner in this regard, we trust that you are one of the parties together with partners that can set new standards in this regard. We are wondering, what Heineken's strategy is going to be in the coming years and if you are going to start with, assessing biodiversity more thoroughly, positive and negative impacts.

The second theme is carbon emissions and circular economy. We had to find that Heineken has 27% of its carbon footprint relating to packaging. That is a really enormously high number but also luckily indeed, one of the areas that you can really do something about. Heineken is also a signatory of the Ellen MacArthur Foundation and that's an organization that is concerned with circular economy and thereby also reducing carbon emissions. The Ellen MacArthur Foundation asks companies to report on reuse, recycling, reducing packaging and other materials separately. This is something that we do not yet see with Heineken. We see that you reported that the Gösser brand now has 100% recycled labels.

Again, from a leader and also a company that, as you have emphasized today, is really aspiring balanced growth, we would expect more and we would see this as an opportunity for you to show that you are aiming for such balanced growth and that you also show the good impacts that you are making in this regard. We are wondering, when can we see more of this as well? Then finally, last year, we talked with you about the gender pay gap issues at Heineken or more in general. Heineken had committed to assessing such gender pay gaps. We are just wondering, because we haven't seen this back in the report yet and you say it's about 97% done, if we can expect to see this soon.

What are the things that you're going to report in this regard in the future also to show that indeed diversity and treating diverse employees fairly is one of the things that you also aspire as part of your pillars, obviously? Thank you.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Thank you, Mrs. Rijke, for your questions. If you don't mind, we'll answer in Dutch and you can listen to the interpretation. Questions about biodiversity, circular economy and the gender gap in pay. Dolf.

Dolf van den Brink
Chairman and CEO, Heineken N.V.

Thank you, Mrs. Rijke . We'll start with the question about biodiversity. In April 2021, when we disclosed our Brew a Better World 2030 targets, there was a document on environmental sustainability and where we defined three focus areas. First was carbon emissions, with a very clear commitment for net zero for production in 2030 and in total production chain for 2040. Second, we set very rigid water efficiency targets in general, especially focused on water-stressed areas. Third, circularity. Quite honestly, the resources necessary to accelerate in carbon and decarbonization at present require the bulk of our resources. It's incredibly labor-intensive for an operation present in 80 countries with nearly 200 breweries and hundreds of warehouses to get all of that at net zero. That's our top priority at this time.

Water has always been a priority, so that's continuing on the course we had already charted. You're right that we can and should do more about biodiversity. As for urgency, this is very important to the world. We do believe that if you consider barley and hop, then 95% of that takes place on existing arable land. We believe that barley and hop are therefore a different kettle of fish from with respect to palm oil and beef, which have a huge deforestation impact. We're not trying to hide behind that. We're not using that as an excuse. We are trying to get good land use accounting up and running. To determine that all the barley that we source is indeed sourced from existing arable land.

That's why we also joined what you probably know, the Forest, Land and Agriculture or the SBTi. First, we think that barley and hop are relatively favorable categories but we need to get the accounting properly transparent. We're working on it. In part, Brew a Better World 2030 includes a huge effort to get sustainably sourced barley and hop. We started that in 2010. We're trying to team up with the Sustainable Agriculture Initiative Platform, which sets the standards for that. At present, for 2021, we achieved 60% for barley and 92% for hop. We still have a ways to go. We're not there yet. We're fully confident that we'll get to 100% sustainably sourced barley and hop, which will favorably impact biodiversity.

Ultimately, the only true solution is regenerative agriculture and that's quite a bit more is much more difficult. We're in the test and learn stage and we have 300 pilot initiatives at farmers in 15 countries, 7,500 hectares that we are now cultivating in a regenerative manner. We want to expand that to 500 pilot farms. That's our current commitment and it's clear from the intent of the question that we'll need to step that up in the future. Hopefully, that gives you a more comprehensive impression than was clear from the annual report. Next, your second question regarding waste circularity. Yes, we are members of the Ellen MacArthur Foundation. Several years ago, I attended one of Ellen's conferences. We do believe that circularity is the solution if we want to keep growing.

As corporate industry, we want to do that but we have to do it through circularity. Now back to Brew a Better World 2030 targets. We are firmly committed to achieve zero landfill in our production chain. Beer is historically fairly circular. Our waste stream is largely reusable. It's especially the spent grains. You have little peels left over afterwards and we generally sell those to farmers. They can feed their livestock with that. But we're trying to see whether there are any better uses because those are plant-based proteins that are extremely valuable given the trend to plant-based protein in the food chain. We've got some initiatives in the pipeline.

It's also a high-fiber food that you could use to generate your own biomass in breweries and we hope to be able to tell you more about that in the future. At present, 99% of brewery waste is recycled. We've reduced a lot to 1% ahead of us. One thing I remember from when I was director in Mexico. The washing machines used to wash the bottles that you recycle leads to a pulp of old labels and glue and that's difficult to work with. In Mexico, we're trying to process that and we managed to recycle them as egg boxes, those boxes that your eggs are packed in when you purchase them, so the low-grade carton can be made from that pulp. That's just an anecdote of how we intend to achieve 100%.

Packaging materials are a major step. The good news is that what I would say is fairly unique about beer compared with other FMCGs is that nearly 40% of all beer we sell is in returnable packs. I don't think there's any other consumer good category that is already at that level of circularity as far as the packaging is concerned and we intend to increase that. It's also in our economic interest because the margin is better there too. From Brazil to Europe, we're hard at work to encourage returnable crates and reuse of our packaging. What's most difficult at the end of the day is your one-way bottle and your one-way tin. Oddly, in the emerging markets, that's a much better situation.

Aluminum, so scrap metal is very valuable, so in developing countries, the recycling rate tends to be very high. Because a great many people in the informal economy obtain aluminum from the waste flow, so recycling is doing very well there. We haven't reported that properly yet because there are hundreds of suppliers that we need to work with to set standards and to be able to report reliably but we certainly intend to do that. I don't know when we'll reach the necessary level of quality but we are headed there. Now, it's also important to help set up deposit return schemes. There's a big debate in the Netherlands and in England about that. We strongly support these initiatives but you need to reach solid agreements with all market operators. So retail and supermarket channels figure prominently here.

Now, your last question concerns the gender pay gap. That's part of our Brew a Better World commitment social pillar. Our commitment is to assess all our opcos based on equal pay but we don't want to restrict it to that. Equal pay is only one element. It's about gender representation and equal opportunity and promotion and gender balance in management teams. We're well aware that the outside world focuses on the equal pay metric but as far as we're concerned, the challenge is far more holistic. I'm looking at the coworkers who work for our people and we didn't disclose this but our equal pay gap is low single digit. To be quite honest, on average, it looks very good. But of course, there are differences between the different opcos.

97% of the opcos were assessed and 88% of the opcos has an action plan to get that gender gap at or as close as possible to zero. Now finally, in terms of gender representation in general and on management teams, part of ESG is part of our LTI bonuses we'll be discussing later on this afternoon. One of the three criteria in addition to carbon emissions and water efficiency is female representation on senior management. Our objective is to increase that to 30% by 2025. I hope, Mrs. Rijke that I have sufficiently answered your question. Thank you very much.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

That was a complete answer. Thank you very much for your patience. Mr. Spanjer, it's your turn.

Speaker 12

Yeah. Spanjer is my name for the minutes. I don't wanna be faced with that question again. Now, my question is, you say that the hospitality industry is lagging behind but, on the one hand, that is due to the fact that there are simply no truck drivers anywhere. What is Heineken gonna do about that? Are you going to set up an academy for lorry drivers? Are you gonna help them? How are you gonna do this? Because you could say, "I want to have a Heineken beer on every terrace," but what if there are no lorry drivers anymore? What about the U.K.? That's a disaster there, all these foreigners. Since they exited the EU, that's a big problem there. How do you want to solve that problem?

Because indeed, you may have solved it well in the Netherlands with Sligro or Simon Loos but what about all the other countries? You said something about grain prices. You want to increase prices. What are you gonna do with the supermarket chains? I hope you're not going to do what Nestlé did, so that Ahold Delhaize and other chains take you out of their shelves just because you've increased your prices. Price management, what are you gonna do about that? I'd like to have an answer to those questions.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

The Chairman, do you have other questions or are these the only two questions you have? Well, perhaps later on under any other business. Chairman, rule on the questions.

Dolf van den Brink
Chairman and CEO, Heineken N.V.

Thank you, Mr. Spanjer, for your very passionate questions. In both respects, these are issues close to our hearts. Let me address the question about the hospitality industry truck drivers and perhaps, Harold, you can comment on price increases. As far as the hospitality industry is concerned, the truck driver problem is not limited to the hospitality industry. Every time we need to transport our beer, we are dealing with a disruptive situation. Indeed, there are challenges in supplying hospitality industry but also the supermarkets. In all modesty, I don't think that as Heineken, we can say that we're gonna solve this problem. This is a general problem. To be quite honest, I think the price mechanism will solve the problem at the end of the day.

It's a good day to be a truck driver because those salaries, I'm sure will increase. As a consequence of COVID, there's been an enormous dislocation, a shift. Hundreds of thousands of people that worked in restaurants, hotels with restaurants and all of a sudden had to shift to call centers and other centers. I mean, that has created a lopsided situation in the labor market. Everybody thought after COVID we'd go back to normal but this shift continued this dislocation. Unfortunately, it'll take some time for the dust to settle before we find a new balance. Price mechanism, at the end of the day, I think will be the only effective way at this scale to make sure that the labor be deployed there where it generates the highest added value.

Mr. Spanjer, that's quite right but that doesn't solve the problem about the shortage of drivers. I understand, Mr. Spanjer and this is a problem we face each and every day. We don't have a magic wand to solve the problem other than indeed accepting significant cost increases. Sometimes even, you know, whereas we have contracts with lower rates and we accept higher costs and hopefully that way we can contribute to a better situation so that labor can be hired there where labor is needed. Harold.

Harold van den Broek
CFO, Heineken N.V.

Mr. Spanjer, indeed, it's not easy to discuss price increases and we prefer not to do so but it's a reality, unfortunately, that we're facing. Particularly in Western Europe, that is the case. I think there's a healthy tension among or between larger retail chains that are defending the interests of the consumers, not only, they're also asking us: What are you yourself doing to reduce costs instead of just passing on price increases? I think that we have shown and I just showed you that we have a large-scale cost reduction program in all operating units. We gathered 7,500 ideas, people working day and night to make sure that we continue to have the capacity to invest. At the same time, we only pursue price increases if it is absolutely necessary.

This in order to protect everybody. It's also very important to make sure that our brands can deal with this. Because if the consumers are happy with the beer that we brew, then of course you can attach a price to that. It's very important if you're talking about innovation, if you're talking about the quality of beer, quality of service. Sometimes it comes at a price and that's what we're trying to do. We're trying to find a balance, strike a balance between a price that is not too high and not too low. Mr. Spanjer ,

Speaker 12

Thank you very much for answering my questions.

Sophie Kamphuis
Shareholder Representative, MN

Mr. Huët.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Yes, I'll give you the floor. Hopefully you won't raise too many questions. Otherwise, I'll start worrying about the 500 children that have to watch Annie.

Sophie Kamphuis
Shareholder Representative, MN

My name is Sophie Kamphuis. I'm representing MN, asset manager for a number of Dutch pension funds, including PME and PMT. I'm also speaking on behalf of Aegon Asset Management, APG Asset Management, NN Investment Partners and Achmea Investment Management. I have three questions around three different topics. First of all, Heineken's net zero ambitions. You've disclosed ambitions to reach net zero carbon emissions across your total carbon footprint by 2040, with an overall roadmap that highlights actions in different stages of the value chain. We very much appreciate these efforts. You've already elaborated on this following a question from VBDO. There is a number of areas that are very emission-intensive, including agriculture and packaging. Together, they combine, I believe, more than 50% of total emissions.

Could you elaborate on any plans you have to publish more detailed roadmaps for these areas and the frequency of updates to these roadmaps and whether they will be made public? That's my first question. My second question relates to the Speak Up system. In your annual report 2021, it stated that Heineken received over 1700 reports of suspected misconduct through your Speak Up system. These reports concerned allegations of fraud, discrimination and harassment, conflicts of interest and then there's a category called other issues, which represents 37% of the total reports received. Now, currently, I believe there is no information disclosed on the content of these reports and if these also include corruption and bribery cases. We would very much like to have more insight on this.

Our question would be, could you be more specific on what is included in this category, other issues and if this category also includes reports on corruption and bribery? Going forward, do you have plans to disclose more information related to corruption and bribery? My last question relates to the remuneration policy. We very much appreciate that Heineken has plans to include ESG-related performance measures in your LTI. These ESG metrics are based, as we understand, on your Brew a Better World commitments, which are public and are targets for 2030. First of all, we noted that there is no ex-ante disclosure of the specific ESG targets in the proposed LTI. Could you elaborate on that decision? Secondly, will the targets and achievement of the ESG metric be published on an ex-post basis in the next annual report?

My last question. As ESG performance will become an important element of the total compensation package of the executive boards, will you consider requesting the external auditor to provide reasonable assurance regarding at least the outcomes of the ESG metrics? I'll stop here. Thank you very much.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Thank you, Ms. Kamphuis, for your four questions. I'll pass on the first two questions to Dolf. Perhaps the question on the remuneration policy, we can just wait until Mr. Das has given his presentation. The question about the auditor, I think that we can pass that question on to Harold.

Dolf van den Brink
Chairman and CEO, Heineken N.V.

Thank you, Ms. Kamphuis. To start with your question about net zero emissions, Scope 1 and 2 as opposed to Scope 3, as you said, could you disclose more information on Scope 3? We published a roadmap which is also publicly available in terms of how in 2030 we intend to move to zero in Scope 1 and 2 and how towards 2040 want to move towards net zero in the overall chain. We put this to the SBTi that we referred to earlier on. We do have approval from the SBTi for our roadmap for 2030. We're still awaiting approval from the SBTi for our roadmap to 2040.

The bottleneck, by the way, is that SBTi is so busy because there's so many companies knocking on their door that it's only in Q4 next year that we've been given a time slot to engage with them. It's important that our roadmap and our commitment is in line with the 1.5% scenario of the Paris Agreement. We are a front runner along with another 1,000 companies worldwide that made that commitment. Now, we deliberately decided, before pointing our fingers to our suppliers, to first set the example ourselves and to really start with our Scope 1 and Scope 2 emissions. For a brewer, this is somewhat more complicated than for other businesses.

This has to do with the fact that in terms of energy, you need a great deal of energy but as brewers, we also need a lot of thermal energy. Electricity can be replaced more easily by renewable sources, such as wind energy and solar energy. It is our aim in 2025 to move to 100% renewable electricity. In part, you can do that by placing solar panels on your own warehouses and breweries. This would mainly be by means of PPAs, power purchase agreements, with renewable providers. We're gonna do that and we're completely confident about that path. Two-thirds of the energy consumption of the brewery is thermal energy. It's just like in your home.

In order to charge your phone and to use your coffee maker, you'll do that by using electricity but to heat your house, you need gas and you have a higher energy intensity than electricity grid can provide. It's much more difficult to make your thermal energy more renewable. We're working on that and we also have the commitment to move to 100% renewable thermal energy. There's a lot of work involved. Biogas, for instance, needs to be extracted from our wastewater treatment plants. We need to capture that and we can do that by means of using a sustainable biomass. In Vietnam, billions of tons of spent grains from the rice production, you can buy that and you can use that in your biomass boilers, et cetera.

Every day up to 2030, we will have to make use of each and every day up to 2030 in order to achieve that target. We've established priorities and we're not just sitting back in terms of Scope 3. We want to measure, we want to get a transparent view of the carbon footprint of the grains that we procure, the cans, the bottles. I would venture to say that we have just as many people working in sustainability and procurement that are really working on Scope 3 as people who are working on it in the rest of the company. We'll be going through a process in which we learn more, become more mature and then slowly but surely, we will be able to give you more visibility of the roadmap. Speak Up cases. You're right.

Every year we have about 1,700 Speak Up cases. 600 thereof are covered by the category others, other subjects. This is a mixture of responsible consumption, responsible communication. Let me see. Look at my notes. Environment, other human rights, retaliation, competition law. There's all sorts of things covered here. Also includes bribery and corruption. This past year, we had 41 cases in the category bribery and corruption, which is less than 2% of the total number of Speak Up cases that we receive. By the way, this mainly concerns kickbacks from suppliers to employees. Not very elegant but there you go. It's a well-known phenomenon, something you want to keep an eye on, something we focus on in order to reduce it to zero wherever possible. Harold, audits, assurance, ESG.

Harold van den Broek
CFO, Heineken N.V.

Yes, let's start at the beginning. To us, it's very important to do proper and appropriate ESG reporting. It's an important responsibility. We've got to sort out the situation ourselves first and then ask someone else to take a look at it. That's important. Many of the cases of the things that we do at this point are in progress. I don't know how to say it in Dutch. We are continuously improving our procedures, our systems, so that we can increasingly give assurance about the accuracy of reporting. This is important for everybody to understand because whatever you have in-house, that's okay but as soon as you move to Scope 3, things become so much more complicated. This is something that we are really working very hard on. What we're doing is we're working inside towards the outside.

First of all, sorting it out in-house and then applying our internal control procedures and then the internal auditor will take a look at it and only after that will we proceed to external assurance. By the way, it's also important to highlight that we have many internal protocols and processes. We have the supervisory board, the Sustainability and Responsibility Committee that deals with that. We were talking about that this morning. That really looks at progress, checks and balances and makes sure that they keep an eye on our expertise as well. We have an audit committee that also reviews our progress in our Brew a Better World reporting. Within Brew a Better World, we have 20 KPIs and we're going to ask for a limited assurance for that. That's something that we already have in place.

By the way, it is our opinion, to specifically answer your question, that reasonable assurance will become an obligation in the short term. We're absolutely in favor of that. In the time being, what we want to do is concentrate on preparing ourselves instead of starting at the end, instead of starting at the beginning. We're absolutely in favor of that.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Thank you, Harold. Your third question, we'll be addressing that question when we talk about remuneration. If there are no further questions, ladies and gentlemen, I confirm that the report for the financial year 2021 has been taken cognizance of that and I'm closing this item. Now, proceeding to 1B of the agenda, advisory vote on the remuneration report for the financial year 2021, remuneration of the Executive Board. You will be able to find that in the annual report. I shall give the floor to the Chairman of the Remuneration Committee, Mr. Maarten Das.

Maarten Das
Chairman of the Remuneration Committee, Heineken N.V.

Thank you, Chairman. I would like to provide the AGM a brief presentation on the remuneration policy for 2021, as reported in our remuneration report 2021. Our remuneration policy for the executive board is based on four remuneration principles which are supporting the corporate strategy, performance-based remuneration, competitive remuneration and fair remuneration. For the first remuneration principle, supporting the corporate strategy is fulfilled by the fact that a considerable part of the remuneration, potentially exceeding 80%, depends on the achievement of predefined performance measures, which are a good reflection of the corporate strategy. These measures focus on top line and bottom line growth, cash generation and for the short-term variable remuneration, also on good leadership.

The second remuneration principle, performance-based remuneration, means setting target performance levels for each performance measure and for each financial measure, also a lower threshold performance level and a higher maximum performance level. These performance levels are linked to the variable remuneration levels, which can range from 0% if the threshold is not met or 200% if the maximum is met or exceeded at the target level for each performance measure. At the beginning of 2021, in the context of the COVID-19 crisis, the supervisory board only set preliminary performance levels for long-term variable remuneration for the period 2021 to 2023. Those per-performance levels were confirmed by the Supervisory Board in the summer of 2021 once there was better visibility of the market conditions for the company's three-year plan. These levels went from preliminary to final performance levels.

During the previous agenda item, the Executive Board gave a detailed account of the company's excellent performance in 2021. In line with our remuneration principle, performance-based remuneration, the 2021 financial year has resulted in a short-term variable remuneration that is higher and a long-term variable remuneration that is lower than the variable remuneration at target performance levels. With regard to the financial measures, performance on most short-term performance measures exceeded the maximum level. The long-term incentive performance were mainly below threshold or target due to the difficult year 2020. For the leadership measures linked to the short-term variable remuneration with a weighting of 25%, Supervisory Board established that performance had been at maximum level as a result of excellent leadership of the Executive Board navigating the COVID-19 pandemic and building a brighter future for Heineken.

The year 2021 has been a very strong year of recovery for Heineken, despite the continuation of the COVID-19 crisis. Based on the Executive Board remuneration policy, the performance has led to a short-term variable remuneration for 2021 of 180% versus target level and a long-term variable remuneration for the period 2019 to 2021 of 71% of the target level. In our remuneration report, we disclose annually beforehand each of the performance measures to be used for short and long-term variable remuneration and the weighting of each measure. The financial performance levels for short-term and long-term variable compensation are commercially very sensitive information and therefore we do not disclose that information. Our main competitors don't disclose their financial performance levels either.

Nevertheless, if in agenda item three, the AGM approves this subject, we will introduce the ESG measures for long-term variable remuneration, namely performance measures relating to carbon emission, water efficiency, women at senior management level. These performance measures are not considered to be commercially sensitive, which is why in our annual report 2022, we will disclose detailed performance levels and results for each ESG measure. This shows Heineken's commitment to disclose performance levels when they're not sensitive to the competitiveness of the business. Now, following on the questions raised by Ms. Kamphuis, I'd like to say the following. If indeed the AGM under item three of the agenda decides to introduce a sustainability target for the long-term variable remuneration, then that will become an issue for the long-term variable remuneration of the period of 2023 to 2025.

The Supervisory Board will, in December of this year, decide which threshold target and maximum performance levels pertain to these items and we'll disclose that in the remuneration report 2022, which will be disclosed in February 2023. The outcome of those performance levels for the period 2023-2025 will be disclosed in the remuneration report for 2025. Back to the remuneration principles of our remuneration for the Executive Board. The third remuneration principle, competitive remuneration, means that since 2011, the policy level of base salary and of short-term and long-term variable remuneration of the Executive Board have been derived from the median remuneration level of a global peer group of companies similar to Heineken. Comparing ourselves to a global peer group is justified because Heineken is truly a global company operating worldwide.

Of the 83,000 employees of Heineken, less than 5% work in the Netherlands. All the others are scattered across the world. Therefore, the relevant reference market for the remuneration of Heineken's top management is not the Dutch market but the global market. Furthermore, this peer group makes sure that the remuneration levels derived from it are also attractive for international candidates, supporting the desired international diversity of our top management. Supervisory Board, after the annual benchmarking review process with the peer group, decided not to adjust the base salary of the CEO and the CFO in 2021 to maintain it at the existing level. Now the fourth remuneration principle, fair remuneration, means that all Heineken employees from the Executive Board level and downward are always remunerated in accordance with the labor market relevant to the levels in question.

For the Executive Board, this principle is adheres to by mirroring the remuneration to the global peer group. Finally, current Supervisory Board remuneration policy was adopted by the annual general meeting of shareholders in 2019 and no changes are proposed at this point in time. Chairman, that concludes my presentation on the remuneration 2021.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Thank you, Maarten. Who can I give the floor about this subject? Mr. Moncar.

Speaker 12

I have a small question. If I read it correctly, the long-term remuneration of the CEO is less than the short-term remuneration. Whereas in the list, I saw that of all the CEOs, the long-term remuneration is much higher. How come?

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Can you repeat your question? I didn't really hear your question very well.

Speaker 12

Speaker, I read in the annual report that the long-term remuneration of the CEO is lower than the short-term remuneration. If you look at the list of CEOs, you always see that the long-term remuneration is much higher than the short-term remuneration. Is it clear?

Maarten Das
Chairman of the Remuneration Committee, Heineken N.V.

Absolutely. Indeed. Ordinarily. You frequently see that long-term variable remuneration is higher than the short-term variable remuneration for the Executive Board. This year things are different because the short-term variable remuneration is linked to the year 2021, which was an excellent year and that led to a remuneration level of 181% of the target level. For the long-term variable remuneration and this was for the years 2019 to 2021. The average of that entire period was lower because of the very difficult COVID year. 2020 was a bad year. 2019 was a good year. 2022 was a good year. Nonetheless, we didn't achieve more than 71% of the target level. That is because of that difficult year.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Thank you for those excellent questions and the very complete answer. Who can I give the floor? Mr. Vreeken. Mr. Vreeken, you have the floor.

Robert Vreeken
Shareholder, Private Investor

As is known, Heineken is a fine company and a type of family business. Mr. Carvalho is no longer very widely heard but I believe that outside of the meetings, he shares his ideas about the financial market at Citibank, where he worked. What's nice is that Heineken is based in Amsterdam. There are two companies in the Netherlands that made the mistake to move to London, Shell and Unilever and you see where that gets you. It would be nice if the upper echelons of Heineken remain in the Netherlands with a salary that ensures that they do not transfer to London. Of course, that's always risky but it should correspond with the CEOs of SABMiller or Carlsberg. They should be comfortable here and hopefully they'll enjoy staying with Heineken.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Thank you for your observation and your question. Your observation was that Michel de Carvalho is he quiet as a mouse? Definitely not, I can assure you that. Your second remark is about Amsterdam. Well, I feel that I'm a bit unusual and I feel lonely because everybody is delivering such nice long answers. So I'll answer this one. I expect Heineken to stay here in Amsterdam for many years to come. I didn't say that Mr. Carvalho was small like a mouse. I said that at the meeting he was quiet as a mouse. So that's the difference. Well, yes, everybody has to be quiet except for the person answering the question. Whether or not you're a mouse. Any more questions about remuneration?

Well, if there are none, then we will now move on to the advisory vote, which is very exciting concerning the financial report on 2021. Anne-Marie, over to you.

Anne-Marie van der Waal
Company Secretary, Heineken N.V.

We will vote with the voting boxes. If the voting boxes do not work, we will revert to voting forms. As soon as you insert your voting card in the voting box, a welcome message and your name will appear. Please insert your voting card in the voting box for Heineken N.V. without the yellow dot, with the gold color chip facing upward toward you. As soon as the voting system has been activated, your voting options will be displayed on the screen. If this does not happen, please raise your hand and somebody will come to assist you. You may leave your voting card in the voting box throughout the meeting. If you wish to vote in favor of the proposal, please press the button marked one.

If you wish to vote against the proposal, please press the button marked two. If you wish to abstain from the vote, please press the button marked three. Please cast your vote by pressing the button of your choice.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

That was a long sip of beer. I confirm that 79.49% of the votes voted in favor, so the result of this agenda item is advisory. We will consider the result when we assess the remuneration policy. Now on to agenda item 1C, adoption of the financial statements for the 2021 financial year. The financial statements have been audited by Deloitte and the audit report appears in the annual report. Before discussing the financial statements, I will give the floor to Mr. van der Vegte of Deloitte.

M.J. van der Vegte
Audit Partner, Deloitte

Good afternoon, ladies and gentlemen. I'm pleased to share the highlights of our audit for 2021 with you. In 2021, COVID continued to impact the operations and results of our operations and therefore our audit. We have therefore adjusted our assessment of the materiality and potential risks, our work related to the group audit and our monitoring of the OpCos globally and impairment testing as a result. During our audit, together with our forensic specialists and our audit teams at the individual OpCos, we also checked whether COVID-19 might be cause for an increased risk of fraud. We did not identify any significantly increased fraud risks as a result of COVID-19 in our audit. The materiality for our audit for 2021 was EUR 170 million. Last year it was EUR 140 million.

The benchmark to determine materiality is based in part on the three-year average of profit before tax, the consolidated sales and total assets. Now, regarding the risks relating to in particular testing special impairments and recoverability of deferred tax assets, they were key audit issues this year. Our auditor's report in the financial statements provides a more detailed explanation of both our risk analysis of the risks we identified and the audit procedures performed and that we, as well as the conclusion that we did not identify any significant findings. Revenues from contracts with customers, expected credit losses and internal control over financial reporting have not been identified as key audit matters for 2021, whereas they were in 2020.

The reason is that their individual significance and the results of the audit we performed, including risk assessment activities and the less complex judgments for us as auditors in evaluating the related estimates for 2021 and therefore not been identified as a key control issue. In addition to the audit work we performed centrally at the group level, we also here in Amsterdam audited 28 OpCos, two of which were not consolidated. The full scope of our audit was 80% of revenue directly, 90% of income before taxes, as well as 90% of total assets, which resembled the scope for 2021. A fairly high cover rate. We supervised the work of the auditor of the business units located outside the Netherlands. Unfortunately, due to COVID-19 restrictions, we were unable to visit them but had to do this remotely.

We reviewed working papers, held virtual meetings with the auditors at the start of the audit and during the audit and we were able to review our coworkers case files afterwards and we were able to assess performance of that business unit. During COVID, we also had far more contact with Heineken and were able to align with the way that Heineken re-responded to the ongoing effects of the pandemic and the COVID restrictions in different countries. We also engaged various specialists in the course of our audit, such as, for valuation, treasury, information technology, taxes, accounting, pensions and sustainability, as well as fraud and compliance. To say a bit about that last point, as auditors, we have to identify potential risks of material misstatement due to fraud and non-compliance with laws and regulations.

To this end, we reviewed Heineken's risk assessment and asked for input from management, those responsible for governance and others, from the Supervisory Board and within the group. We also engaged a forensic specialist. We reviewed the reports from the Integrity Committee, including Heineken's Speak Up reports just mentioned, as well as relevant litigation reports. As far as fraud risks were concerned, we considered those relating to management breaches of internal controls and manual revenue recognition and any possible adjustments. Our response to these risks included an evaluation of relevant internal controls and substantive audit procedures, including testing journal entries and extensive testing of manual revenue entries to analyze thousands of entries and test them as necessary. In addition, we considered retrospective reviews and evaluated any management bias to see whether there were any discrepancies.

We also assessed any bias on the part of management with respect to the estimates but have no findings in that respect. Finally, non-compliance with relevant legislation regulations is another important topic. We conducted inquiries within the group and at the internal legal affairs department of Heineken. Our coworkers did that locally and we did that centrally and we requested letters from outside lawyers and relevant correspondence and assessed it. During the audit, we also remained alert to any indications of non-compliance or suspected non-compliance with legislation and regulations. Any findings we had were discussed with management and followed up. Now, that was the, those were the financial statements comprise the financial statements as well as the report by the board in the sustainability report.

We did the work you might expect from auditors based on title 9, book 2 of the Dutch Civil Code, as well as the standards that apply to auditors, which is standard 720. In addition, we provided some certainty with respect to the sustainability report on 18 KPIs relating to sustainability. Nothing has come to our attention that causes us to believe that these KPIs have not been prepared in all material respects in accordance with the reporting criteria as set forth in sustainability paragraph of the annual report. Those were the duties, the report procedures we performed and those were my comments. Over to the chairman again.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

I'd like to thank Mr. van der Vegte for his presentation. Mr. Spanjer, you have the floor.

Speaker 12

I have a question to the auditor. What you wrote about IT was fairly brief and superficial. Cybersecurity is vast. How did you assess that? Because I did not understand that clearly. How do you elaborate on that? You're a global group. How can you get a grip on that? Were you able to audit IT everywhere? It wasn't clear from your report, because that's a dangerous issue. Cybersecurity is what I mean.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Okay, please provide some clarification, Mr. van der Vegte.

M.J. van der Vegte
Audit Partner, Deloitte

Mr. Spanjer is correct. Cyber is a huge risk and Heineken does everything possible to mitigate cybersecurity risks. I think we all need to remain aware that we'll all be exposed to cyber risks at some point. Despite preventive and repressive measures, cyber remains risky. In our audit, we took that into consideration and examined the presence of measures to avert cyber risks, as well as some repressive measures to track cyberattacks. We examined internal control and its existence and functioning. Back to Mr. Spanjer.

Speaker 12

What about the manual there? How do you devise a password? Did you consider that as well?

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Reply.

M.J. van der Vegte
Audit Partner, Deloitte

Yes. Access controls are extremely important, because if your door isn't locked, then people can enter. So we certainly considered access controls.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

I hope you did, says Mr. Spanjer. Yes, I confirm that. Explains the auditor. Excellent, says Mr. Huët. Any other questions? Mr. Vreeken?

Robert Vreeken
Shareholder, Private Investor

I'm delighted at the question from Mr. Spanjer because cybersecurity is an issue. It's basically being dismissed as a global problem but we need to be more specific. How many attacks were there from red teams and how many other attacks were there in the past year? And Heineken, what's your plan B? Suppose everything goes dark in the Netherlands or all over Europe, how will we go back to doing it manually? Because the Russians are getting more and more irate, in my view. They're more active and the hackers are becoming increasingly well-paid for what they hack just to ransom things. Have Heineken systems been taken hostage and was a ransom paid? Mr. Spanjer's question is very sensible and that led to some more probing from my end.

Mr. Huët explains that you're both doing this very well and Harold can describe this on the part of management because this is a very important topic. It certainly is.

Harold van den Broek
CFO, Heineken N.V.

I'll try to provide very specific answers. Your first question was, how many attacks has Heineken experienced? Millions. We have a pyramid indicating where we block them and how realistic the threat is. Because depending on how quickly they increase, that makes it more difficult to block the cyberattacks. We have a wide variety of measures that we keep practicing. We have continuous drills. We've got a center in Poland filled with cybersecurity experts to keep track of that. One thing that Mr. Spanjer indicated was that it's important to raise awareness among staff. How do you devise a strong password? How do you train them? Everybody receives phishing software and you click on it and you wonder what happened now. I've done it, too. These are ways of truly raising awareness. That's just one example.

I saw you stand up but I wasn't done with my answer yet. Let me state something more specific about Russia. Two more points. We were hard at work from the moment that that threat became very real to see how vulnerable we were in Russia and we took certain measures to follow up very specifically on that because you're right, the risk is higher there. Third, we also conduct cybersecurity drills, so we take this very seriously. I'll leave it at that. Mr. Vreeken.

Robert Vreeken
Shareholder, Private Investor

Thank you for your explanation because you're one of the few CFOs that addresses this specifically. I've never heard a CFO say we experience a million attacks, so that was comforting and realistic and it comforts me that you answer that the way you do. Now, another question to the auditor. I propose improving wages through enhancing sustainability by solar panels and generators and circular showers. Perhaps the auditor could run the numbers for about 25,000 employees and you'll see how inexpensive it is to make things more sustainable compared with 10% pay increases. It benefits the environment and that's a very good thing nowadays. Okay. Let's present this challenge to Deloitte. Thank you very much, Mr. Huët.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

We've jotted that down. It's on our to-do list. Any other questions? If there are no other questions, ladies and gentlemen, I would like to conclude this part of the discussion. I propose adopting the financial statements for the 2021 financial year. Anne-Marie, over to you for the vote. Would the voting operator please activate the system and please cast your vote. I confirm that the financial statements for the 2021 financial year have been adopted with 99.97% of the votes cast in favor. I would like to move on with 1D, commentary on the dividend policy. In the agenda, you will have found additional information on the dividend policy. Our policy is to pay a dividend of 30%-40% of the net profit beia for the previous year.

For the 2021 financial year, the proposal is to set the dividend at EUR 1.24 per share, which represents 35% of net income. Who would like the floor about this topic? Let me put on my glasses. I see nobody chomping at the bit. Ladies and gentlemen, I would like to conclude this discussion. I confirm that the dividend policy has been noted. On to item 1E, adoption of the dividend for the 2021 financial year. A total dividend is proposed of EUR 1.24 per share, corresponding with 35% of the net profit beia. Of this amount, on 11 August, 28 euro cents was already distributed as an interim dividend. The final dividend of EUR 0.96 per share shall be made payable from 3 May 2022.

The 2022 profit remaining after the dividend distribution amounting to EUR 2.61 billion will be added to retained earnings in shareholders' equity. Would anybody like the floor about this topic? If nobody would like to speak on this, I don't want to rush you but I then propose that we adopt the €1.24 per share dividend. Now we will proceed to the vote. Anne-Marie.

Anne-Marie van der Waal
Company Secretary, Heineken N.V.

I request the operator to activate the voting system. Please cast your vote.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

I confirm that the dividend proposal has been adopted with 100% of the votes cast in favor, so that's a good proposal. Over to 1F, the proposed discharge of the Executive Board members in respect of the performance of their duties in the 2021 financial year. Who would like the floor about this topic? If there are no questions, I propose that you grant the aforementioned discharge and we will now proceed to the vote. Anne-Marie.

Anne-Marie van der Waal
Company Secretary, Heineken N.V.

I request the operator to activate the voting system again and I request that you cast your vote.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

It's less than 100% but I confirm that with 99.49% of the votes cast in favor, discharge has been granted to the Executive Board members who served on the Executive Board in 2021 in respect of the performance of their duties in the 2021 financial year. The next item concerns the discharge of members of the Supervisory Board in respect of their supervision of the management during the 2021 financial year. Who would like the floor on this topic? If there are no questions, I propose that you decide to approve the aforementioned discharge. Over to you, Anne-Marie.

Anne-Marie van der Waal
Company Secretary, Heineken N.V.

Thank you. You may now cast your vote.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

I confirm that with 99.49% of the votes cast in favor, discharge has been granted to the Supervisory Board members who served on the Supervisory Board in 2021 in respect of their supervision of the management in the 2021 financial year. Moving on to agenda item two, which concerns several authorizations. These agenda items appear on the agenda every year and these authorizations are issued every year. I will explain them briefly. Item 2A concerns an authorization to repurchase own shares. Item 2B concerns the authorization to issue shares and rights to shares. Finally, item 2C concerns the authorization to restrict or exclude shareholders preemptive rights. The conditions for these authorizations are described in detail in the agenda. Would anybody like to address this topic? Would anybody like the floor? Nobody.

We will proceed to vote on agenda item 2A. I propose that the Executive Board be authorized to repurchase own shares subject to the conditions stated in the notes accompanying the agenda and in accordance with legislation and the articles of association. Anne-Marie.

Anne-Marie van der Waal
Company Secretary, Heineken N.V.

I request the operator to activate the voting system. Please cast your vote.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

I confirm that 99.63% of the votes cast in favor, thereby issuing the proposed authorization. Now, item 2B on the agenda. I propose that the Executive Board be authorized to issue shares or grant rights to subscribe for shares under the conditions stated in the explanatory notes to the agenda and in accordance with the law and the articles of association.

Anne-Marie van der Waal
Company Secretary, Heineken N.V.

Now we will proceed to the vote. Thank you. Please cast your vote.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

I confirm that with 99.76% of the votes cast in favor, the proposed authorization has been adopted. Now, item 2C on the agenda. I propose authorizing the Executive Board to be authorized to restrict or exclude shareholders' pre-emption rights in relation to the issue of shares or the granting of rights to subscribe for shares in accordance with legislation and the article of association. Please cast your vote. I confirm that with 99.17% of the votes cast in favor, the proposed authorization has been adopted. This takes us to agenda item three, the proposal to amend the remuneration policy for the Executive Board. I will now give the floor to the Chairman of the Remuneration Committee, Mr. Maarten Das.

Maarten Das
Chairman of the Remuneration Committee, Heineken N.V.

Thank you, Chairman. I'd just like to give you a brief presentation on the proposed adjustments of the remuneration policy for the Executive Board. As you know, the current remuneration policy for the Executive Board was adopted by the annual general meeting of shareholders on 23 April 2020, with 97% of the votes. In 2021, the Supervisory Board reviewed the Executive Board's remuneration policy, taking into account internal and external perspectives, engaging with shareholders and other stakeholders. Heineken's strong strategic ambition with respect to sustainability has led us to propose to the 2022 AGM introducing ESG-related performance measures in the long-term incentive plan. This way, we propose to link the Executive Board's remuneration with our sustainability responsibility strategy.

Heineken's strong ambition regarding sustainability responsibility is clearly reflected in our EverGreen strategy and is very much linked to Brew a Better World commitments. As extensively communicated and described in our annual report, clear and ambitious long-term targets have been set for these, commitments and we have selected three of these commitments to be included as a long-term incentive performance measures. Namely, carbon emissions reduction in our own production, water efficiency and percentage of women at senior management level. Subject to 2022 AGM approval, these three ESG-related performance measures will replace the current operating profit performance measures. Operating profit remains a relevant indicator for our performance and so therefore this measure will be included in the financial component of the short-term variable remuneration.

Heineken has engaged with its top ten main shareholders in order to get feedback on our current remuneration policy and the above, proposed modifications. Heineken is committed to an ongoing dialogue with its shareholders and is seeking their views before any material changes are put forward for approval. These, this is my explanation of this item of the agenda but I'd also like to proceed to answer two questions that were raised by the VEB prior to the meeting. The first question is whether the Supervisory Board agrees that adding gross profit as a performance measure in the long-term variable remuneration will encourage management to improve pricing. Supervisory Board believes that the proposed performance measures for long-term variable remuneration already provide the right balance for long-term value creation for all Heineken stakeholders.

These measures relate to revenue growth, profitability, capital efficiency and sustainability. The VEB also asks whether Heineken is prepared to consider adding a gross profit margin measure or target when reviewing current remuneration policy. I can inform you that the remuneration policy is reviewed every year in relation to the strategic direction and external developments of the company. In this process, we also review the choice of performance measures for long-term variable remuneration to ensure the best balance for long-term value creation. These are my answers to the questions we received prior to the meeting.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Thank you, Maarten. Who can I give the floor to speak on this matter? Mr. Spanjer.

Speaker 12

Yes, my name is Spanjer for the minutes. Mr. Das, you say that you engaged with 10 major shareholders. Perfect. But when you said that you also moved on but what was the feedback of the top 10 shareholders with respect to your plan? You didn't disclose that or perhaps you haven't gotten that far. I'd like to hear that from you.

Maarten Das
Chairman of the Remuneration Committee, Heineken N.V.

Oh, I'm happy to tell you, we engaged with the top 10 shareholders but also the other stakeholders. We had advisory talks prior to formulating the proposal and I can tell you that the reactions were generally positive. Generally, not all. No. Some people always have something to say. Shareholders were particularly positive about the introduction of sustainability components for the long-term variable remuneration. There was a bit of discussion in terms of the targets, how to report on the targets. The shareholders were happy to hear, as I outlined here, that we are going to observe full transparency beforehand in terms of the target levels, linked to the measures but also, after the fact realization thereof. There were also other subjects, such as reporting on other targets, not being sustainability but financial targets. Shareholders don't always completely understand our policy or support our policy not to disclose our measures because, they could be sensitive for competition.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Thank you very much," says Mr. Spanjer. Are there any other questions? If there are no further questions, I propose that the remuneration policy for the Executive Board be adjusted in accordance with the proposal as submitted. We're going to proceed to the vote. Anne-Marie.

Anne-Marie van der Waal
Company Secretary, Heineken N.V.

Yes, you can proceed to cast your vote.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

I confirm that with 97.49% of the votes, the proposed adjustments to the remuneration policy have been carried. On with agenda item 4A, reappointment of myself as member of the Supervisory Board. I shall give the floor to Mr. José Antonio Fernández Carbajal, Vice-Chairman of the Supervisory Board.

José Antonio Fernández Carbajal
Vice Chairman of the Supervisory Board, Heineken N.V.

We propose to reappoint Mr. Jean-Marc Huët as member of the Supervisory Board as from today for a period of two years, in line with the provisions of the Dutch Corporate Governance Code. We propose to reappoint Mr. Huët in view of his broad financial experience, his experience in the consumer goods business and the way he fulfills his role as Chairman of the Supervisory Board. We also much value his contributions on the Remuneration Committee and the Audit Committee meetings, as well as his contribution as Chair of the Selection and Appointment Committee meetings. Is there anyone who wishes to speak on this matter?

Speaker 12

First of all, I have two general comments. It is quite common to have a brief description with the agenda or in the explanatory notes of the person who is appointed or reappointed. In the future, if you include that in the agenda, it would be a good idea because other peers do that as well. Something else is that it's also rather common that the directors to be appointed or reappointed introduce themselves briefly and point out why it is they'd like to carry on. As shareholders, we feel reassured by that. If I look at Mr. Huët, I'm really, really pleased to have him here because he used to work for Paul Polman at Unilever and I can see that he is really making headway. Also, at the meeting is someone who really has an eye for sustainability.

I have two specific questions. Actually, three. Heineken 0.0, along with Heineken 0.0 or O. O, it would be good to have Sourcy or a mineral water with which Heineken can work globally. I think you can make a lot of money with that. It could be called Heineken H2O. Formula 1. I heard nothing at all about Formula 1. Now, it's wonderful that you use that to make the world a safer place but what about sustainability as related to Heineken? Mr. Huët.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Okay, where to start? The first thing, there is a profile. There's a profile of all the candidates, the directors with the agenda, page three of the explanatory note. So we have included that information. Should you not have found that information, we can always send it to you, so that's not an issue. I am not going to answer your question about Formula 1 and 0.0, because I hope that it won't have an impact on my appointment or reappointment. What I will tell you is why I want to carry on. I have been a supervisory director for eight years at Heineken. Heineken is a marvelous company and it is truly an honor for me to work for this company.

It is a very exciting journey that we're on under the leadership of Dolf and Harold and we have an experienced supervisory board. As long as I can make a contribution, to me, it is truly an honor to work for Heineken. I'm really looking forward to the next two years. Are there any other questions about me, myself? You can vote, well, if there are no questions, I shall return. No, no, no. Sorry, José Antonio.

José Antonio Fernández Carbajal
Vice Chairman of the Supervisory Board, Heineken N.V.

Okay. Please. Push the button. We will now proceed to the vote on the proposal.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

I request the operator your mic, José.

José Antonio Fernández Carbajal
Vice Chairman of the Supervisory Board, Heineken N.V.

Oh, sorry. We will now proceed to the vote on the proposal. I request the operator to activate the voting system.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Zero.

José Antonio Fernández Carbajal
Vice Chairman of the Supervisory Board, Heineken N.V.

Great.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Yes. Thanks, José. Thank you, José Antonio. This takes us to agenda item four B. We propose to reappoint Mr. José Antonio Fernández Carbajal as member of the Supervisory Board with effect from today for a maximum period of four years. We propose to reappoint Mr. Fernández in view of his broad strategic experience in the beer business in Latin America, specifically in Mexico. Also due to his valuable contributions to the Supervisory Board meetings, as well as the Remuneration Committee, Selection and Appointment Committee but also as chair of the Sustainability and Responsibility Committee. Mr. Fernández is also the vice president of the Supervisory Board. Is there anybody who would like to take the floor to speak on this issue? Any issues. No questions.

Now I propose that Mr. Fernández be reappointed as member of the Supervisory Board of the company for a period of four years. We'll proceed to the vote. Thank you. I request the operator to activate the voting system. I request you to cast your vote. I confirm that 82.56% of the votes have been cast in favor of the reappointment of Mr. Fernández Carbajal. Congratulations, José Antonio. We're very pleased that we can continue to make use of your knowledge and experience as a supervisory director. Now, agenda item four C. We propose to reappoint Ms. Marion Helmes as a member of Supervisory Board as per today for a maximum period of four years.

We propose to reappoint Ms. Helmes in view of her broad financial experience and experience with Dutch corporate governance, as well as her contributions, valuable contributions to the Supervisory Board meetings and chair of the audit committee. Can I give anyone the floor about the proposed reappointment? If nobody wishes to take the floor, I now propose that Ms. Helmes be reappointed as member of the supervisory board for a term of four years. We will now proceed to the vote. Thank you. You can now cast your vote. I confirm that 98.47% of the votes have been cast in favor of the resolution to reappoint Ms. Helmes. Congratulations, Marion. Extremely happy to be able to continue to make use of your expertise as a supervisory director. Thank you very much.

Now, item four D of the agenda, appointment of Mr. Francisco Josué Camacho Beltrán as member of the supervisory board for a maximum period of four years as per today. He's called Paco. Supervisory board proposes to appoint Mr. Camacho Beltrán in view of his broad financial, strategic and commercial experience in the FMCG business worldwide. Since 2020, Mr. Camacho Beltrán is Chief Corporate Officer of FEMSA. Before he became a CCO of FEMSA, Mr. Camacho Beltrán held several senior management positions at Danone, Revlon, Procter & Gamble in Europe and North and South America. He holds an MBA and a bachelor's degree in computer science from the Instituto Tecnológico y de Estudios Superiores de Monterrey . Before I hand over the floor for any questions, I'm going to ask Paco to briefly introduce himself to the meeting. Paco.

Francisco Camacho Beltrán
CCO, FEMSA

It is fantastic to be here. Good morning. It's fantastic to be here today. Dutch language but that's the only thing I know how to say, so I'm going to switch to English. Thank you, Mr. Chairman. My name, as he said, is Francisco Camacho. I'm the Chief Corporate Officer in FEMSA. Before joining FEMSA, I spent my career in FMCG companies in assignments around the world. The last 20 years, I worked for a French food company called Danone in different country, regional and global roles. The last 10 years, based out of Paris, I was the president for the global beverage and water business and then later for the dairy and plant-based division. I was also the Global Chief and Growth and Innovation Officer. I have one daughter and two sons.

Two of them were born in the United States in different cities. One was born in France. I am married to an Argentinian and until recently, as a family, we own a Venezuelan dog. Throughout my life, I have learned to value and appreciate the power of diversity in business and in life. I am honored for the opportunity to be appointed to join the Supervisory Board of Heineken.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

72% of the votes have been cast in favor of the proposal to reappoint Mr. Camacho Beltrán. Congratulations, Paco. Bienvenido and welcome to the supervisory board. This takes us to the last item of the meeting, which is the appointment of the external auditor. The current external auditor, Deloitte, has been appointed for a period of one year at the previous meeting. The company and the audit committee have evaluated the work of the audit committee and reviewed the positive outcome. The supervisory board proposes to reappoint Deloitte as an external auditor for a period of one year. This would be for the financial year 2023. Is there anybody who would like to take the floor with respect to the proposal to reappoint? Mr. Spanjer.

Speaker 12

Yes, Mr. Huët. That's me again. I have a question. What is the auditor going to change in his policy with respect to 2021 and 2022? What about IT and cybersecurity? How is he going to improve that? Because this business has operations in all corners of the world, so how is he going to improve IT? Because IT is one of the most vulnerable elements of the business.

José Antonio Fernández Carbajal
Vice Chairman of the Supervisory Board, Heineken N.V.

Absolutely. We fully agree with you and we're looking forward to the answers, says Mr. Huët. Am I, says Mr. Spanjer.

M.J. van der Vegte
Audit Partner, Deloitte

As I pointed out, in audit 2021, we involved IT specialists in our audit. We see that uncertainties are increasing globally, not only inflation. You quite rightly mentioned cybersecurity. Cybersecurity is a key matter in our audit for 2022. You heard the CFO talk to us about a secure operating center and the repressive controls the company has and we will take a look at that to see whether those controls are sufficient in order to prevent hacking or becoming vulnerable in any respect.

Speaker 12

Can I ask a follow-up question?

M.J. van der Vegte
Audit Partner, Deloitte

Go ahead. Mr. Spanjer.

Speaker 12

Heineken Russia is on the back burner but Mr. Putin and his mates can take a look behind the scenes and by hacking the company, can peek into the worldwide, the global system. What are you gonna do? Have you advised closing the door there to close off Heineken Russia, close it off and sever it completely from the IT system, the global IT system?

M.J. van der Vegte
Audit Partner, Deloitte

Perhaps this is a good question for Harold van den Broek. Mr. Spanjer.

Speaker 12

I mean, that's Mr. van den Broek can answer the question. That's not my point. The point is, what is the auditor gonna do about this? I'll listen to Mr. van den Broek's answer. That's fine. Mr. van den Broek.

Harold van den Broek
CFO, Heineken N.V.

Really, this is something that we discuss with the auditors. We discuss the risks, what the risks are and what Heineken can do about it. I'd like to reassure you on that. Actually, within a matter of days, we had taken internal measures to, first of all, see what was going on in Russia, were people logging on to our network at strange times, were there people that were trying to enter certain accounts with different passwords? This is something that we kept an eye on very quickly because of the cyber center that we set up in Poland. We focused on that pretty quickly. Second thing we did, it might sound strange but in all the brewery, we closed all the turnstiles.

Sorry, all the ports of the computers so that no pen drives could be stuck into the computers because that's how fraud takes place and hacking takes place. What we also did is we made sure that we could compartmentalize this Russian operation so that we erected firewalls and severed the link between Russia and the rest of the world. We're very, very active in this respect. I would add that you can never be sure. Obviously, we're doing our best and our utmost but there's nothing is certain. Mr. Spanjer. Well, there's one certainty, is that one day we will leave this earth. We will die. That's the only certainty we have. Absolutely.

Jean-Marc Huët
Chairman of the Supervisory Board, Heineken N.V.

Thank you, says the chairman. Are there any other questions? If there are no other questions, I propose that we reappoint Deloitte as external auditor for 2023 financial year. Anne-Marie, we can proceed to the vote. Thank you very much. This is the last time in this meeting that you can proceed to cast your vote. I confirm that 99.89% is that one of the highest percentages, the vote has been carried for the reappointment of Deloitte as external auditor. Ladies and gentlemen, before we close, I have some important announcements. Today, unfortunately, we're saying goodbye to Mr. Javier Gerardo Astaburuaga Sanjinés as a member of the supervisory board. Javier was appointed in 2010 to the supervisory board and he has attended no less than 86 meetings of the supervisory board.

First meeting that Javier attended was on 23 April 2010. Javier has been to New York, Ethiopia, Mexico, London and Vietnam, among others for Heineken. Javier has been a dedicated and valued member of the supervisory board. We will definitely miss his unique combination of in-depth operational and financial knowledge, strategic knowledge of the beer industry, just as his great sense of humor. I'd like to thank him very much for everything he has done over the past few years. Javier, at the end of the meeting, we will raise our glasses together to celebrate your valuable contribution to Heineken. Thank you very much, Javier. Well, ladies and gentlemen, we have now come to the end of this meeting.

I'd like to thank you for attending the meeting and thank you all as well to the people who are following the meeting via the video webcast. Hope to see you next year and I'm closing the meeting at 4:12 P.M. Our company secretary, Anne-Marie, has some final announcements for you.

Anne-Marie van der Waal
Company Secretary, Heineken N.V.

Thank you very much. The general meeting of shareholders of Heineken Holding N.V. will take place in 10 minutes on the fourth floor at the DNA foyer, so not in this room. You're kindly asked to leave this room, walk to the stairs or the elevator on the right side, where hostesses will be waiting to escort you upstairs. Shareholders of Heineken N.V. can hand in their voting boxes, their handsets, including chip cards at the exit. After the meeting, as usual, there'll be drinks. Shareholders of Heineken Holding will also hand in their handsets, their voting boxes at the exit but will take their chip cards to the DNA foyer. The assistants will check the chip card of Heineken Holding shareholders there and will issue a new handset to vote. Thank you. See you next year.

Powered by