Ladies and gentlemen, good afternoon. It's 1:30 P.M., and I would like to welcome you. I hereby open the annual general meeting of shareholders of Heineken N.V., and I would like to extend a warm welcome to you all, and I'm delighted to welcome you back in this beautiful hall or theater of the DeLaMar. On stage with me, CEO Dolf van den Brink and CFO Harold van den Broek, and all members of the Supervisory Board are present with the exception of Mr. Paranjpe. I would also like to welcome shareholders of Heineken Holding N.V., who are present as observers. This meeting is also attended by civil law notary Michel van Agt of Loyens & Loeff N.V. He will supervise the voting process and the resolutions today, and the voting results will be published on the company's website within a few days.
The minutes of the meeting will be published on the website within three months. In connection with the discussion of the 2025 financial statements by the Executive Board, the meeting is also attended by the company's auditors for the 2025 financial years, Mr. van Delden and [Preem] of KPMG Accountants N.V. The proposed reappointment of KPMG as the company's external auditor for financial reporting for the financial year 2027 and for the sustainability reporting for the 2027 financial year is also on the agenda. In addition, the meeting is attended by representatives of the press, and I would like to start with some announcements. First of all, I must ask you to set all mobile phones to silent, but not in airplane mode, because then it's impossible to cast your vote.
It is not permitted to take photos or make video recordings during the meeting due to the privacy of your fellow shareholders. There is simultaneous translation, Dutch to English and English into Dutch of this meeting, and you can use channel two for English. Questions asked in English will be answered in Dutch and interpreted simultaneously. Questions answered in English by one of the non-Dutch members of the Supervisory Board will be interpreted simultaneously into Dutch. People with hearing difficulties can also use the headsets via channel one. The meeting is broadcast via a video link, and therefore I also warmly welcome everyone following the live stream. Following the successful introduction last year, casting your vote during this AGM will be possible via your own phone or via a phone that you can borrow from us for voting.
In addition, throughout the meeting, you can cast your vote on all agenda items submitted for voting and change it if you wish. The voting results will again be discussed consecutively at the end of the meeting. The meeting of Heineken Holding N.V. will take place after this meeting and, unlike in previous years, in this theater. This will be from 4:00 P.M. onwards or later if this meeting ends later. I will now move to the formalities of the meeting. I establish that all formalities required by law or the articles of association for convening this meeting have been complied with, and secondly, therefore, valid resolutions can be adopted on all announced voting items. The company offered shareholders the opportunity to provide voting instructions via the Internet, and this opportunity has been used.
Notary van Agt will, in this meeting, later on before the voting is closed, share with us how many shareholders are present or represented, the issued capital they represent, and the number of votes that can be cast. That being said, I would now like to briefly explain the possibility to ask questions. Shareholders of Heineken N.V. may ask questions at this meeting. If you would like to speak during this meeting, you can use the microphones right here in this theater, and please state your name once I have given you the floor. If you are speaking as a representative of a shareholder, I also ask you to state which shareholder you represent. Please ask your question briefly and concisely, and I expressly reserve the right to limit speaking time if the course of the meeting gives cause to do so.
You may address questions to me, and for each question, I will indicate who will answer it. I invite the Corporate Secretary of Heineken N.V., Marlou van der Braak, to make the announcements about voting during this meeting. Marlou, the floor is yours.
Thank you, Peter. As indicated, for voting, you can use your own phone or the device that was provided to you earlier this afternoon upon registration. Upon entering, you received a voting card, and on it, you will find the following instructions for casting your vote. You go to the website lumiconnect.com, without www in front, and then you can do this directly in your browser or by scanning the QR code on your voting card with the camera of your mobile phone.
You will then be asked to enter the meeting ID, and you will find that ID on the registration sticker at the top right of your voting card. After entering the meeting ID, you click Join Meeting. Next, you will be asked to log in by entering your username and password, and you will find these details on the registration sticker at the top right of your voting card as well. If you have logged in correctly, you will see a welcome message on your screen. If you experience any problems, please raise your hand because we have people here in the room who can help you. Logging in correctly. There is plenty of time for this. You only need to be logged in before the voting option is opened, which will be after the substantive discussion of agenda item 1C, and we will mention this again at that time.
You can then change your vote on all agenda items throughout the entire meeting, and voting on all items will close shortly after the discussion of agenda item 5B, and we will also announce that. Shareholders of Heineken Holding N.V. who are attending the Heineken N.V. meeting as observers have received a separate voting card and login details that can only be used for the meeting of Heineken Holding N.V.
Thank you, Marlou. That concludes the introduction and practical announcements. Before I move on to the first agenda item, I'd like to briefly pause with you to reflect on the upcoming departure of our CEO, Dolf van den Brink. As previously announced, Dolf has indicated that he will step down as CEO of Heineken as of 31st of May 2026, after a long and very successful career within the company.
Since then, the supervisory board has been working intensively on the selection and appointment of a successor. This process is being conducted carefully and with the greatest possible attention for the long-term interests of the company. As soon as there is concrete news to share, we will of course inform our shareholders in the market. Given the confidential and price-sensitive nature of this process, we cannot address questions today about the progress or content of the CEO selection. At the end of this meeting, we will briefly reflect again on Dolf's upcoming departure. For now, I'll leave it at that and move on to the first agenda item. I would like to start with item 1A, which is the Executive Board report for the 2025 financial year. You can find the Executive Board report in the annual report.
I would like to give the floor first to Dolf van den Brink, Chair of the Executive Board and CEO, and then to Harold van den Broek, the CFO. Dolf.
Welcome everyone in this room and online, and welcome, Peter, to your first general meeting of shareholders as Chair and my last AGM after six years as CEO of Heineken N.V. As usual, today I will explain our annual results and reflect on a few highlights from the past year. I will also share with you my perspective on the transformation Heineken has undergone over the past 5-6 years under the EverGreen strategy, and we will continue in the coming years with EverGreen 2030. We're still in the middle of this transformation, but the priorities are clear.
Under the EverGreen strategy, we will continue to pursue growth in a market environment that, to put it mildly, can be described as turbulent. I was appointed on the 11th of February 2020. Two weeks later, the world went into lockdown because of the COVID pandemic. At that time, I was actually still in Singapore, and only months later was I able to fly to the Netherlands on an otherwise empty KLM aircraft. That was not the start I had imagined, but it was the beginning of an interesting and turbulent time for myself, our employees, and the company. In the years that followed, we had to operate under circumstances that were not always easy or straightforward. COVID, geopolitical tensions, the war in Ukraine, energy and inflation crises, and major volatility in currency and commodity markets.
These were years in which we've achieved a lot, but also years in which almost every decision seemed to come with challenges and dilemmas. What I take away is that in turbulent times, consistency matters. The right decisions are never easy, but clear principles and priorities help you make choices and stick to them. It was precisely in that context that EverGreen 2025 served as our compass. I will briefly show the five priorities once more on the screen behind me. Over the past years, we have made tangible progress against these priorities. First of all, we accelerated premium growth with Heineken as our flagship, delivering growth of almost 50%. In these five years, we also made a strategic choice with Heineken 0.0 ahead of the market. We created and shaped a new category, and today we hold a leading position in the global low and no alcohol segment.
We structurally improved our productivity and delivered more than EUR 3.5 billion in savings. Where we used to sell mainly through traditional channels, today, millions of cafes, shops, and small entrepreneurs order our products online, growing our digital revenue to around EUR 13 billion. We raised the bar on sustainability, significantly reducing our CO2 footprint and our water consumption. A strong example is our brewery in Zoeterwoude, where our water consumption is now at a historic low. In addition, we've further unlocked the full potential of our people with, for example, more than 30% women in senior management positions today. We have achieved a great deal. There are still many milestones to reach, though, to further improve results. Looking back on my six-year term, I'm most proud of the resilience of our people.
The changes were not always easy for our colleagues, but I'm convinced that over the past years we have become, as an organization, more resilient, more flexible, and therefore fitter, and we can be very proud of that. To the world of today. It continues to change at a rapid pace. Geopolitical shifts, economic fluctuations, rising inflation, trade conflicts. This is no longer new, but part of everyday reality. Continuing our EverGreen transition is crucial to successfully adapt to this reality. Growth through acquisitions will become scarcer, so we will need to grow our volume autonomously or organically with a focus on innovation, creativity, and service. Value creation requires balance. Balance between volume and value, between investing and cost discipline, between short-term reality, and long-term ambition. We capture that balance in our Green Diamond. Growth, profitability, capital efficiency, and sustainability. That framework remains fully leading under EverGreen 2030 as well.
What changes, above all, is the sharpness of our choices, the speed of execution, and the way we deploy our capital more efficiently. EverGreen 2030 builds on the results and lessons of the past five years with a focus on three strategic pillars. Growth, productivity, and future readiness. We now have a laser focus on these pillars, and I would like to explain them one by one. The first strategic pillar is accelerating growth. Growth is and remains our highest priority. Under EverGreen 2030, we will focus our resources where we can structurally create value through clear priorities, focus, and reshaping the beer category. Our five global brands and 25 local power brands play an essential role in this. The global brands will implement one consistent brand model which will deliver sharper positioning, faster execution, and greater scalability.
As a global brand, Heineken has proven itself with such a centrally led model and has delivered record growth over the past five years, like the Amstel brand. At the same time, local power brands remain essential to stay relevant in our markets. In addition, we are accelerating innovation with more pilots and launches in our most important market segments so that we can better respond to changing consumer needs, including 0.0 and beyond beer. The second pillar is productivity. In other words, continuously building a more efficient cost base. Thanks to EverGreen 2025, we created a more cost-conscious culture. Under EverGreen 2030, we will scale productivity further upwards. We will do that by simplifying the way we work, better leveraging our global scale, and managing capital and cash flows more strategically. This ambition also includes adapting our organization model.
The consolidation of OpCos into MMOs, multi-market operating companies, as we recently announced for several European OpCos. The further expansion of Heineken Business Services and the transition to one global digital platform are the main initiatives when it comes to that. It enables us to structurally reduce costs, reduce complexity, and free up capital for investments in growth. The third pillar is investing in Heineken's future readiness. Sustainability, digitalization, and our people remain inextricably linked. Digital transformation was and is not a choice, but a necessity. By investing in one digital backbone, we have made Heineken simpler, more scalable, and more future-proof. We will continue to invest in our digital transformation, in reducing our impact on the environment, in responsible alcohol consumption, and in inclusion and talent development for our colleagues.
Not because it sounds good, but because it's essential to keep doing what we do well, and because it contributes to sustainable long-term value creation. Here, too, the principle applies. Choices based on integrity and consistency, not following the wind of the day. All in all, EverGreen 2030 is not a break with the past, but a sharpening that builds on the lessons of EverGreen 2025 and enables Heineken to continue to pursue growth even in a more complex world. We are not doing this lightly. We have a clear ambition to be and remain the world's pioneering beer company. This requires a careful balance between long and short-term decisions that deliver superior and balanced growth and an attractive shareholder return. Let's turn to the year 2025.
It was a transitional year in which we completed EverGreen 2025 and now have fully committed to our new EverGreen 2030 strategy. Looking at our results in 2025, we delivered a balanced outcome in a challenging market. In a world of persistent macroeconomic uncertainty and geopolitical instability, we see that our strategy is working. We gained market share in more than 60% of our markets, covering around 80% of the markets we have identified as priorities for future growth. That is no coincidence, but the result of a clear strategy. At the same time, we more than achieved our ambitions in productivity and cost savings, enabling us to invest in growth. This cost discipline is reflected in healthy cash flows and a further improvement in our capital efficiency, with a rising return on invested capital as a logical consequence of that. For us, this confirms an important lesson.
Growth, profitability, and capital efficiency reinforce each other as long as you have your priorities straight. These results give us confidence. For this financial year, for 2026, we expect autonomous operating profit growth of 2%-6%, which we again confirmed this morning in our quarterly results, noting that we are operating in turbulent and complex market conditions. Let me now take a closer look at our brands and market segments to illustrate how the EverGreen strategy worked in the past financial year. First, our five global brands. In the financial year 2025, our global brands once again showed why they form the backbone of our growth strategy. Despite a challenging market, they delivered growth again, led by the Heineken brand, which grew by almost 3% and achieved double-digit growth in many markets. Innovation played an important role.
Take Heineken Silver, for example, which continued to grow strongly in 2025 and now represents a significant part of total Heineken volume.
One of the reasons the Heineken brand performs so well is our marketing, driven by our consumer insights. For example, we know that music and sport bring people together. One of our commercials that illustrates this well is Fans Have More Friends, and I would like to show it.
Lovely. That makes you smile. Moving on. At the same time, our 25 local power brands continue to make a crucial contribution with a solid performance in both mainstream and premium beer segments. That combination of global scale and local relevance is a key lesson, and it's one of the foundations of EverGreen 2030. Looking at our market segments, premium in 2025 was again an important driver of value-creating growth. Our broader premium beer portfolio showed solid development, supported by strong performance of local premium brands across multiple regions. By continuing to invest in brands and innovation, we were able to sustain premium growth, even in markets where consumers became more cautious in their spending. This underscores that premium is not a luxury for us, but a structural engine of growth. The mainstream beer segment as well played an important role in ensuring stability and scale.
Despite a challenging consumer market, our mainstream brands held up relatively well, and they outperformed the total portfolio. Through our focus on price, quality, distribution, and commercial discipline, we were able to defend our market share, and in the majority of markets, even expand it. This makes mainstream an important foundation for our profitability and capital efficiency. Low and no alcohol. Thanks to Heineken 0.0, we maintain our leading position worldwide in this category, and we can continue to expand it by unlocking new consumers and occasions. This beer segment illustrates how growth and responsible alcohol consumption can go hand in hand and remains an important part of our long-term strategy. Finally, beyond beer. Here as well, we made progress last year through a disciplined and selective approach. We consciously choose categories and markets where we can genuinely build scale and value.
Beyond beer, therefore, remains a targeted complement to our core activities in line with our focus on balanced growth. We're seeing this, for example, in the great success here in the Netherlands of our partnership with STËLZ, in which we hold a minority stake. We see strong interest from a younger demographic for this brand and segment. Through our acquisitions in Central America and South Africa, we have added strong beyond beer brands to our portfolio. One of our most successful beyond beer propositions is Desperados, and Desperados performs very well with Gen Z. We're going to watch a commercial for Desperados, and I would like to emphasize that most of you are probably not the target audience. There we go.
All in all, our growth strategy is clear. Quality growth supported by strong brands, a focus on growth segments, disciplined execution, and an eye for long-term value creation. We are carrying these insights over one-to-one into EverGreen 2030. Now I'd like to take you on a tour around the world to explain our performance per region. The Africa and Middle East region delivered a strong performance last year with substantial profit growth despite ongoing volatility, inflation, and currency effects. This was no coincidence. It was the result instead of our long-term focus on the region, consistent execution, and the transformation of our cost base over the
the past tough years. We saw great market share growth, particularly in our core categories and in the premium portfolio. In Nigeria and Ethiopia, we showed that cost discipline and investments in brands can go hand in hand. For me, this region is a clear example of how EverGreen helps us to create value and to continue to create value even under difficult circumstances. In the Americas, in 2025, we operated in a market where consumer confidence was under pressure, and conditions became more challenging as the year went along. At the same time, we continued our strategic investments in brands and capacity unabated. In Mexico, the category remained resilient, and our main brands showed stable upward momentum. In Brazil, after a one-off inventory reduction by our customers in the first half of the year, we regained market share, supported by strong performance from Heineken and Amstel.
The United States remain a difficult market, partly due to external factors like the import tariffs. There also, we continue to build our portfolio. We see Heineken 0.0 as an important bright spot. All in all, we stayed the course in the Americas with our focus clearly on the long term. The Asia Pacific region that showed a clear improvement over the past year with broad-based growth and our market share gains in markets that are important to us. In Vietnam, we saw a broad recovery of the market and strong momentum, with us outperforming the market in both the on and off-trade channels. India remains a strategic growth pillar for us, whereas market leader, we continue to shape the category and develop both the mainstream and premium segments.
In China as well, our brands again made strong progress with further growth of Heineken and an acceleration of Amstel's growth. China is now a top three country in terms of its contribution to our net profit. This region therefore underscores the importance of investing for the long term at scale and consistent brand building. Europe remained a challenging region in 2025, with downward pressure on volumes due to low consumer confidence and temporary disruptions in the retail channel. At the same time, in Europe, we made important strategic choices to sustainably strengthen the category and our brands. We continue to invest in our premium portfolio and saw market share growth, specifically in the on-trade channel. The U.K. underlined the strength of our broad portfolio with strong results in both beer and cider and a further expansion of our pub activities.
In several European markets, negotiations with retailers temporarily had a negative impact on results, but these have since been resolved, and the outcome has laid the foundation for volume recovery. For us, Europe shows how important it is to stick to clear principles in negotiations. This matters for the long term, even if it hurts in the short term. We continuously evaluate our presence in markets around the world, and in some markets, we want to invest because that is where future growth lies, and we've done this, for example, in South Africa and India, markets where all favorable factors for the beer category are present and where we can play a meaningful role with our brands and capabilities. In other markets, it is more difficult to achieve growth, and for some markets, this is not possible even in the long term.
In those cases, we have sometimes decided to take a step back and to let a local partner take the lead or in some cases to exit the market entirely. We've done this, for example, in Sierra Leone and more recently in the Democratic Republic of Congo. These are difficult choices, but ultimately, they contribute to our long-term objectives. Next, I would like to briefly reflect on the acquisition of the beverage and retail portfolio of the Costa Rican company FIFCO, our largest acquisition of the past 10 years. With the completion of this transaction earlier this year, we took an important step in further strengthening our position in Central America, one of our key growth markets. With FIFCO, we are adding strong, locally rooted brands in Central America to our portfolio in markets with attractive macroeconomic conditions and favorable demographic trends.
It increases our scale and relevance in the region and fits in seamlessly with our EverGreen strategy, building a leading position in those markets where we can structurally create value. What appeals to us in particular here is that FIFCO not only strengthens our presence in core markets such as Costa Rica and Panama, but also gives us access to adjacent categories and distribution channels, including retail, soft drinks, and beyond beer. This strengthens our growth platform while we remain true to our disciplined capital allocation. We've already welcomed our new colleagues into the Heineken family, and we started the integration. We are doing this with a strong emphasis on continuity, respect for the local company's strength, and clear long-term ambition.
FIFCO is therefore not a standalone transaction but a logical next step within EverGreen 2030, investing selectively in scale, quality, and future readiness to leave Heineken stronger for the next phase of growth. Let's watch a welcome video for our new colleagues from Central America. Okay. All right. Finally, I would like to talk a bit about Brew a Better World. For us, sustainability is not a standalone program. It's an essential part of how we create value in the long term. In 2025, we again showed that economic performance and social responsibility can go hand in hand, not by trying to do everything at once, but by prioritizing strictly and implementing consistently. Our focus was on the areas where we can make the biggest difference, reducing our impact on the environment, promoting responsible alcohol consumption, and continuing to invest in our people and in inclusion.
These are not optional ambitions. These are preconditions for our license to operate and for sustainable growth in the markets in which we are active. The first quarter of 2026 was solid, with growth in volume and revenue driven by our global brands and the key growth segments. Our most important markets led the growth, showcasing the strength of our footprint and focus. At the same time, we took some very important steps in executing EverGreen. We started the integration of Heineken Costa Rica, as we just saw. We further optimized our footprint, and we're accelerating our digital and commercial agenda, including the rollout of Freddy AI. Against the backdrop of increasing macroeconomic uncertainty, we remain agile and focused on what we can influence ourselves. Based on our current assessment, we reaffirm our outlook of 2%-6% autonomous growth of operating profit in 2026.
Then to conclude, I would like to address you with a personal note because this is my last meeting, and this job has been a huge privilege. My decision to step down after nearly three decades at Heineken, including six years as CEO, was one of the most difficult decisions of my career. For me personally, Heineken has never been just an employer. I've been working at this company for over 28 years now, in remote locations all over the world, and I've always seen it as my second family. Especially in a world that is becoming increasingly unsettled, connection with one another remains essential. Our products bring people together, and they create moments to meet. That is what we stand for as Heineken, and that is what has always driven me personally in my work for this company.
I am immensely grateful for my experiences here, and I cannot deny that I will undoubtedly miss it a great deal as well. What has stayed with me the most from these six years as the CEO is the engagement and resilience of our people worldwide, who even in a demanding and sometimes unsettled environment, kept building our brands and our company together every day. Together in that period, we delivered EverGreen 2025 and initiated a fundamental transformation that makes Heineken stronger and more future-proof. I would like to thank all of you for the trust you have placed in me as the CEO. I'm very proud of Heineken, and I have full confidence in the future of this wonderful company. There's a lot of work yet to be done, but with EverGreen 2030, we have formulated a strong and clear strategy for the coming challenging years.
We have the right people with a green heart on board who can execute this strategy with excellence. I look forward to the space my next chapter will offer me. Until my official departure at the end of May, I will remain fully committed to the company to leave it in an even better position for our employees, consumers, and my successor. After that, I will remain available for a further eight months in an advisory role. In my heart, I will always remain connected to Heineken. Perhaps next year, I will be sitting next to you in this theater as a shareholder, so we can then enjoy a nice cold Heineken together because it is something we're all looking forward to. Thank you once again, and I hand over to Harold for the explanation of the financial results.
Yes. Thank you, Dolf, for everything you've done for Heineken, for the strategy that you shaped so clearly, and above all, for the years of intensive and enjoyable collaboration. I would love to drink to that with you today and for many years to come. To you, I would like to emphasize the following. With EverGreen 2030, Heineken has the right strategy. Due to the global turbulence of recent years, you as shareholders have not yet been able to see its full potential. Our priority now is to execute the EverGreen strategy consistently with discipline and urgency. I will now talk you through the financial results, first for 2025, and then also briefly for the first quarter of 2026. Finally, we'll look ahead to the rest of the year. First, revenue development in 2025. We delivered autonomous growth of EUR 0.5 billion or 1.6%.
A volume decline of 2.1% was more than offset by a positive price mix of 4.1%. The average price increase was approximately 2.8%, and mix effects added a further 1.3%. Prices increased most strongly in the Africa, Middle East region, where this offset local inflation and currency devaluation, while revenue per hectoliter growth in Europe and the Americas was very modest. Currency movements reduced revenue by almost EUR 1.5 billion as the euro appreciated against our most important currencies. The negative consolidation effect of EUR 84 million is due to our exit from Sierra Leone, that Dolf already referred to, and the sale of our brewery in Bukavu in eastern Congo. The operating profit. We delivered EUR 4.4 billion in operating profits at BEIA, an autonomous increase of 4.4%, and this resulted in an operating profit margin of 15.2%, autonomously 41 basis points higher than last year.
The autonomous increase of EUR 476 million in net revenue translated into EUR 198 million autonomous growth in operating profit. Gross savings from productivity programs were crucial, more than offsetting negative volumes, moderate pricing growth and investments in our brands and digitalization. Variable cost per hectoliter increased by a few percent with clear regional differences. A decline in the mid-single digits in Europe, a small increase in the Americas and Asia-Pacific, and a higher increase, as we already said, in Africa and the Middle East. Marketing and sales investments as a percentage of net revenue increased to 9.9%, which is higher than last year. Investments were concentrated in our main growth markets, including Brazil, Mexico, the U.S., South Africa, Vietnam, the U.K., and India. Marketing and sales spend on our five global brands and 25 local power brands accounted for more than 80% of total spend.
Regionally, the main contribution to operating profit growth came from Africa and Middle East, where it increased by 62%. The operating margin improved by more than 400 basis points, reaching 12.8% in 2025. In Asia-Pacific, operating profit grew by 5.1%, with strong contributions from Vietnam, India and Myanmar, partly offset by a decline in profit in Cambodia. In the Americas, operating profit declined by 1.9%, partly due to import tariffs into the U.S. In addition, we had a strong comparable base because in 2024, operating profit in this region grew by 24.5%. In Europe, operating profit declined by 4.9%. Profit decreased in Poland, Austria and France, and growth in the U.K. and Spain could not offset this. Despite lower raw material and energy costs and significant gross savings, profit was pressured by lower volumes and higher general inflation.
Changes in consolidation had a negative impact of EUR 36 million, and the foreign exchange impact was negative by EUR 290 million, mainly due to a stronger euro, like I already said.
Turning to the other key metrics. Our share of profit BEIA from associates and joint ventures grew autonomously by 5.3%. More than half of this was driven by strong growth, well into the double digits at our partner CRB in China. Net interest expense BEIA decreased by 1% to EUR 522 million, driven by a lower average net debt position and a lower average effective interest rate of 3.4%. Other net financing expenses improved by 17.7% to EUR 199 million, driven by lower losses from foreign exchange revaluations, particularly in Nigeria, following our successful rights issue and the subsequent financial restructuring at the end of last year. Net profit increased autonomously by 4.9% to EUR 2.66 billion, and the effective tax rate BEIA was 27.2% versus 27.9% in 2024. The improvement is mainly due to the profit mix.
In summary, taking into account the reduction in the number of shares outstanding as a result of our share buyback program, this resulted in earnings per share at a constant exchange rate of EUR 4.78, an increase of 3.6%. Later during this meeting, you will vote on a dividend increase of 2.2% per share to EUR 1.90. This corresponds to a total amount of EUR 1.046 billion, not too much, that will be paid to shareholders as dividend. Finally, our net debt/EBITDA ratio stood at 2.2 x at year-end. Now that we are adding and consolidating FIFCO, we expect a moderate increase, and in line with our policy, we aim to bring it back quickly to below our target of 2.5x. Free operating cash flow then.
In 2025, we generated EUR 2.6 billion in free operating cash flow with a strong cash conversion of 87% after a peak of 103% last year. The year-on-year decrease of EUR 456 million shown on the screen, top, should be compared with the strong working capital improvement last year, which contributed around EUR 1 billion to free operating cash flow in 2024. Because the working capital improvement was lower than last year, the effect is negative. Capital expenditure amounted to EUR 2.4 billion or 8.3% of net revenue, in line with our expectations. The main investments related to our new brewery in Passos, Brazil, our Star Pubs in the U.K. and our investments in digitization. Now I would like to briefly take a look at the priorities on our capital allocation. The highest priority is organic, so autonomous growth. Next, we attach great value to a disciplined financial framework.
We remain committed to our long-term target of net debt below 2.5x EBITDA. As a shareholder, you consider a consistent dividend policy important, and so do we. For decades, we have maintained a stable dividend policy as an important and consistent source of shareholder return. Looking ahead, we want to broaden the bandwidth of our dividend policy from the current 30%-40% to 30%-50% of net profit before exceptional items and amortization of brands. In addition, we actively look at value-creating acquisitions and if there is capital headroom, we return this to shareholders through share buybacks. We have now completed the first tranche of EUR 750 million and have canceled the repurchased shares. Since February this year, we have been working on the second tranche of the same amount, and so far, around EUR 105 million of shares have been repurchased.
We have been communicating for some time about our capital allocation priorities, and at Eumedion's suggestion, we will record them explicitly in our annual report from next year onwards for clarification. Dolf already spoke earlier about FIFCO, our most recent acquisition in Central America, which we are very pleased with. I will briefly zoom in on the financial aspects of FIFCO as a reminder. We acquired the business at an EV/EBITDA multiple of 11.6x for a cash amount of $3.2 billion. This means that our net debt/EBITDA ratio will increase slightly in the short term, but we expect to be back below our 2.5x target by 2027 at the latest. At the announcement in September, we shared the 2024 figures, and the 2025 results do not differ substantively. Net revenue of $1.15 billion and an operating profit of $276 million.
In the meantime, we have consolidated two months in our first quarter results that you saw this morning. As we closed the transaction on the 30th of January, we expect FIFCO to contribute around 2%-3% to earnings per share over the next 11 months or the months yet to come in 2026. Dolf already covered EverGreen 2030 in detail, so I will keep this brief. In 2026, we will accelerate the execution and implementation of our strategy. Growth is priority number one because ultimately Heineken's success depends on satisfied consumers and customers. A key focus here is how we build our brands. All five of our global brands, accounting for almost 40% of our total volume, will work with the Heineken brand model, as Dolf already mentioned. This model safeguards creativity, consistent execution, and value creation. In addition, we are accelerating and broadening our innovation.
In 2026, we will run about 3x as many launches and pilots in our main market segment as in 2025. Freddy AI, as we call it, will be an important tool in our marketing and commercial activities. This virtual digital marketing agency will be further rolled out throughout 2026. It adds value for consumers and customers, and it is effective and efficient for Heineken. To be able to invest in growth and increase our profitability, we will further raise productivity. We are working towards a simpler, more decisive Heineken. In certain regions, we are creating so-called multi-market operating companies, MMOs, companies that serve multiple countries. In Europe, four MMOs will already go live within six months. We are going to further leverage our global scale by managing our breweries as an integrated network. We will also scale Heineken Business Services for efficient transactional services to our operating companies.
The transition to one global digital backbone standardizes data and processes and enables further digitization and productivity. All these activities make a smaller, more strategic head office possible, and it's all very important in the new world of AI. Concretely, this means that we will streamline our organization. We expect this to result in around 5,000-6,000 roles being eliminated over the next two years. In addition, around 3,000 roles will be transferred to Heineken Business Services. Timelines differ per market, and in executing this, we will support colleagues with care and respect. These actions will deliver EUR 400 million-EUR 500 million in gross annual savings, enabling us to continue investing in our brands and in the capabilities needed for healthy, profitable growth of Heineken. Now I would like to touch on two special topics.
This year, the team has been working on the statement on risk management, the so-called VOR in Dutch. The purpose of this mandatory statement by the Executive Board is to increase transparency about and awareness of risk management at listed organizations. We have invested a lot of work in this, and it has been proven to be very useful. For example, to substantiate our statement, we document for each risk, all relevant risk management measures, and internal controls. We did include a so-called double negative statement. As the Executive Board, we believe this wording most faithfully reflects what we can and are willing to state based on our work and the information gathered. I want to emphasize that this does not mean we have insufficient confidence in the effectiveness of our risk management and control systems.
It indicates that every system has its limits and by definition cannot provide complete assurance. The VOR did not lead to any identified shortcomings or a change in our approach. It did, however, give us and users of our financial statements more insight into the risks and the systems we have put in place to manage them. I would like to thank everyone who contributed to this. Another topic that requires a brief explanation. The Heineken Pension Fund successfully transitioned to the new pension system as of 1 January 2026. This was a far-reaching and complex operation which only a limited number of pension funds have actually completed so far. We can proudly say that Heineken is at the forefront of this Dutch pension reform. Now briefly, the first quarter of 2026. In this period, we delivered volume growth of 1.2% and our net revenue increased by 2.8%.
Our global brands led the way with volume growth of 5.7%, driven by the Heineken brand with 6.9% volume growth. Looking ahead to the rest of the year, we must conclude that the world has become more complex and more volatile in recent months. An important assumption behind our expectations for the year is therefore that the crisis in the Middle East, and in particular, its impact on oil supplies and energy prices, has only been temporarily disrupted and not for a prolonged period. Under these circumstances, and because we are working hard to limit the impact, we still expect operating profit for 2026 to grow autonomously between 2%-6%. Finally, Dolf, a personal word to you.
With you at the helm, a great deal has been achieved over the past six years, building a stronger brand portfolio, completing three major acquisitions in markets with great potential, and setting up a share buyback program. You set us on the path towards a different company culture. As you say, there is still a lot of work to do, but you have laid the foundation for EverGreen 2030, our strategy for the future. Most of all, you preferred to be among the people. Connection means a lot to you. It is in your heart and in the heart of Heineken. You liked visiting customers for top-level discussion and in the evenings to hear directly from cafe owners. You made many market visits, and how many trees have you planted to celebrate a brewery opening as a ritual symbol of cooperating and growth?
Cycling the Amstel Gold Race with the Dutch sales team, and I could go on forever. Dolf, a great CEO, but above all, a people person from whom everyone has a lot of respect. I'm certainly one of them, and thank you for the wonderful years of working together. Now over to your questions.
Thank you, Harold. Who can I give the floor for the first question?
My name is Robert Vreeken from We Connect You. I made an analysis, and it actually says that the best total return over the past years comes from Heineken. So best key figures, the best defensive choice is Carlsberg, and the lowest risk overall is Unilever and Nestlé. What is interesting here is that most growth potential is included in health without concessions.
People want less alcohol, want to be socially included, and alcohol-free or low alcohol beer is the best because you can drive, you can work, and you can exercise. That makes it a growth potential because we see that Heineken is already market leader. Mr. Carvalho and I advised Dolf van den Brink to have that grow by a high percentage. I think that you should do that in your strategy. Now, if you look at Green Diamond, a concrete example, I think younger generations want a natural form of sustainability. Heineken is in Suriname with Parbo, and that's great because Suriname is four times the size of the Netherlands, only has four fewer people, and 95% of the country is jungle.
If you include that in your commercials, the fact that you protect the jungle there and that you just join that joyful society in Suriname, most of you know it, you can realize a lot of growth. In Suriname, there's a lot of people who actually drink and drive. My son works there in the ICU of the academic hospital, and he saw a lot of people who were drinking and driving. Heineken 0.0, take over Suriname. The younger generations love it, and especially in a responsible environment. I think Heineken has the best position to take action there. If Dolf is very bored, he can go to Suriname and plant some trees if he wants, because I think there's wonderful growth to be had there for Heineken 0.0, and it is what the younger generations want.
Mr. Vreeken, thank you for your suggestions. Do you have a question or this was your suggestion to the Executive Board?
Yes, but I do have a question. The question is, would you do this in Suriname? Because it's the greenest country in the world, and you can make a wonderful statement towards all target audiences you have worldwide. That is my question. Will you do it?
Mr. Vreeken, what a joy to see, well, for me anyway, to see you in action for this last time for me. You have been someone from the very beginning who was a great fan of our 0.0 strategy. So thank you for your consistent support for that strategy. 25% growth per year is quite impossible, but we get quite close. Your suggestion then regarding the Suriname jungle, we will deliberate, and I will also deliberate planting trees in Suriname, whether that would be coming.
I will take your question as a contemplation rather than focusing on trends like healthier segments, trends like sustainability, and having consistent commercial policy on that. I can simply confirm that this is already a top priority of the company and one of the reasons why we have seen strong growth on some of those propositions. Thank you for your suggestions. Thank you, Mr. Vreeken. Next question.
My name is Tim Balemans, and I am with asset management fund for pension funds, and also on behalf of Achmea and Aegon Investment Management and pension funds, ABP, et cetera. I would like to convey my appreciation for the open dialogue that we always have with your company, and this time again with the CEO and several experts from Heineken. That was all prior to this meeting.
We would also like to express our appreciation for the leadership of Dolf van den Brink. You are leaving. We very much appreciate that he will stay connected to Heineken as an advisor, and we wish him the best of luck with the rest of his career. Now, there's two developments that we want to ask questions about. First of all, in our recent dialogue, we talked about the CEO transition and obviously the political uncertainties that Heineken operates in. We appreciate the clarity that the EverGreen strategy will be the anchor for Heineken, and that there is no strategic recalibration of any kind. At the same time, there is also a lot of invasive change for a lot of people. We see it as a positive sign that Heineken focuses on transparency and having a dialogue with staff and works councils.
Guaranteeing staff involvement, execution power, and long-term value creation in this phase is essential. Now my question. Can you explain how Heineken, during and after the reorganization and CEO transition, how Heineken will guarantee those ambitions, and that the company will still have enough executive power and the right staff to realize the ambitions? Thank you.
Thank you for your question. Before you answer that, Dolf, as a Supervisor and the entire board, I can tell you that we fully support the EverGreen 2030, and that the course is clear. When it comes to execution, and I think Dolf has been very clear in his arguments that our human capital is top priority and key. Dolf, over to you.
Thank you first of all for your kind words. A strategy is not a piece of paper. Well, if you do it right, that's, I mean.
What we did since last year, in Sevilla, we shared the 2030 strategy with the external world, with the shareholders, but especially internally, we did our work. It is translated into the regional, and then to the underlying operating companies, the global functions convey it, then it is translated into KPIs, an incentive system that is connected to it to make sure that indeed the organization follows the course set out. I have all the confidence in the world that when you go through a CEO transition, it's just one person on the many thousands, that the other 89,999, they clearly know what they're doing. Again, staff involvement and staff satisfaction is one of the key priorities. Care for people, right?
We measure this annually in the survey that we have for our employees, and we are actually very proud of the fact that the most recent survey and the outcomes of that survey, we were at the highest level of employee satisfaction ever. Despite all the changes, despite the painful decisions that we had to make, in the end, everybody's on board setting out on the same course. Thank you again for your kind words. You do not need to be worried, but I think we have our stuff together.
Dolf said this already, the company is obviously managed by an experienced executive team, Presidents, VPs. Harold is still there. Our HR and sales and marketing head. It's a very experienced executive team. Obviously under Dolf's inspired lead, but the rest of them also lead the company.
Sorry. Good afternoon.
My name is Marjolein Baghuis, and I'm here on behalf of the VBDO today, the Association of Investors for Sustainable Development. At all meetings of listed companies, we ask questions about the same themes so that we can go more in-depth.
Today the questions are about living wage and the CSRD. About living wages, the VBDO would like to compliment Heineken on its efforts to assess the wages of its own employees and its ambition to ensure that 100% of employees at the very least make a living wage. The Fair Wage Network benchmark you used for that combines thresholds for living wage with other indicators, is used to measure this, and it shows that 100% of the employees assessed in 2025 received a living wage or a fair wage. With regards to living wages and working conditions in the value chain, in 2025, you did an assessment of employees of third parties and brand promoters, focusing on conditions like fair wages as well.
As a follow-up, in 2026, a new third-party risk management tool, TPRM, will be introduced, which helps to identify, assess human rights risk, et cetera, and tackling them upstream in a value chain. We compliment you on these efforts, but we also see a strong focus on brand promoters and Tier 1 suppliers where most significant human rights risks are often upstream in the chain. That leads to the following questions for us. Can you explain whether this TPRM tool will go beyond Tier 1 suppliers and partners? If this is not the case, how does Heineken intend to actively involve partners further on in the value chain when it comes to working conditions, including a living wage? Also, we'd like to get more of an insight into how Heineken intends to report on the insights that the TPRM system will lead to.
Will this be included in the next annual report? Will there be a report on subjects that, because of the double materiality analysis, have not been recognized as material?
Dolf, will you tackle the first part, please?
Yes. Thank you for that question. This is a team that's gotten a lot of attention, not just in the past year, but in the past few years. A living wage, safe and good working conditions are all essential. We do recognize different standards or degrees of responsibility where, of course, our own 90,000 people are the first priority. We've really worked hard on that. 90,000 people in 70-80 countries across the world, making sure that they all have a living wage and that they have safe and good working conditions. We can now say with great certainty that that has been safeguarded.
The second circle is the staff being hired in warehouses, in breweries, including brand promoters being hired. That's our second responsibility. We've also made great progress there in making that clearer and to ensure that they also have good working conditions and a living wage. The third circle is then our Tier 1 suppliers that we've been working on intensively. By the way, this is a huge task, and sometimes I'm a little bit worried about that. People can so easily say, "Well, yes, of course, this is self-evident," but now all the others, please. Our biggest suppliers worldwide are 40,000, and they have millions of people working for them. So just with the Tier 1 suppliers to get to work with them to ensure that they are paying living wages, have good conditions, that is a huge job. We're working on it.
With the tool you mentioned, the TPRM, I just have to check the third-party risk management tool. We're currently rolling that out. That is part of the CSDDD legislation coming up, and that will help us to create further visibility further on in the value chain. But we're cautious when it comes to committing to certain outcomes too quickly. It all begins with understanding what is happening there, and that's very complicated also because of the scale and the numbers and the complexity. The principle is that we feel a greater responsibility for those working for us directly rather than three to four steps down the chain. The intention is that in the end, we look after everyone in the value chain, as a societal intention we are happily in agreement with, but we recognize certain degrees there in a manner of speaking.
Right. We're not immediately going to see something about that in the next annual report?
Well, if I've understood it correctly, if it comes within the double materiality, then we will report on that or report on the first insights and conclusions we'll be drawing.
Right. My second thing is about the CSRD. This was already presented just now. You have your Evergreen 2025 strategy that you've updated to Evergreen 2030, with the greatest priority being accelerate growth. The other priorities, step up productivities, focus, future fit, support those growth targets. Sustainability in the Evergreen 2025 was dealt with separately, but now it's been integrated into future fit priority, which also includes digital transformation and building a high-performance culture. We're wondering how Heineken will ensure a good balance between the risks and opportunities when it comes to ESG that have been identified in the double materiality.
How will Heineken ensure that risks and opportunities are prioritized and that impacts are not lost sight of, especially when they don't directly contribute to economic growth? Looking back at the presentation just now, last year, there were quite a lot of slides about sustainability subjects. Now there was just one. That just underlines my question. What is happening with sustainability now it's been integrated into your strategic pillars? It's still in the Green Diamond, but how will that continue?
If you could tackle that, Harold?
Of course, yes. Thank you for that question. I think it touches on the heart of what we're trying to do.
I think it is very striking that you said, "Well, just now there was just the one slide." I think there was just the one last year, when last year specifically, I went into the CSRD because it was the first year of the implementation of it. I think you've been able to see already in the annual report how much work and implementation was achieved. I think that is the heart of your question. That it's not on a slide does not mean we're not doing it. Last year, we clearly worked on the first year to launch it, to implement it, and now we're trying to integrate it really into how we work. Just to add to what you were saying, these are not separate things, growth, productivity, and future fit.
Really, it's a part of everything we need to do to make Heineken successful in the future. Very explicitly, we had that discussion, and we concluded that the Brew a Better World strategy, that the sustainability strategy needs to be a part of that. It's really important to integrate it, not to take it out, because that impacts the way in which we think and the way in which we work. It's also very important to say that lots of investments in sustainability require capital, as I'm sure you know, like climate measures, water projects, working conditions. To make it part of the dialogue and the considerations, you make a lot more implicit and explicit considerations to do the right thing for the long term. We think that it is important to integrate it and to not keep it separate.
Maybe just one last thing. The subjects that really matter for the short-term growth also really matter for the long term for this business. The sustainability has also been anchored in this, not just in how we report, and it's not just in the Green Diamond, it's also in our internal methodology. We report on that too. It's also anchored into our remuneration policy, as you know.
Maybe just to add to that, I can also assure you that the ESG priorities and the KPIs connected to that are always a part of the discussions within the Supervisory Board, because it is an integral part of the remuneration policy. A lot of attention is paid to that.
I'm very happy to hear that. Thank you very much for your answers.
Max Monkau on a personal title, first of all. I really want to thank Dolf van den Brink. I want to thank him very much for everything he's done for the Heineken group. We're going to be missing the Heineken beer philosopher, and I hope you have a great success after your Heineken life. You're going to stick around, of course, but I want to thank you again. In addition to that, it is striking that there's no successor yet for Dolf van den Brink. I can indicate a potential successor at that table here, but I'm not going to do that. When will we hear when there's a successor? That's a question.
Shall I answer that one straight away? Well, of course, it's a very careful process which takes time. We've created an extensive planning, and we're well on our way to stick to that schedule.
If there's something to report, we will let you know. Again, I don't just have good hope, but I'm very satisfied with the progress of this process. Very soon we will make some announcements about that.
Right. Thank you. The next question. The hectoliter sales have been going down for years, especially in the European region, including the Netherlands and in the Americas. What are the action plans for the short and medium term to increase hectoliter sales? Or, I mean, I'm assuming you have plans ready to go.
Dolf?
Yes. Thank you. [Max], thank you for those kind words, and it's good to see you again.
I think it's a very important question that the beer industry is cost intensive and volume growth is very important to have that model work well and to be able to create value in the long term for our shareholders. It's true that due to those areas, North America and in Europe, that the market has been under pressure for a longer time. In North America for a bit longer and Europe since COVID. That has certainly been the case since then. What makes it complicated is that there is not one clear-cut reason in Northern Europe. COVID was very important in all of Europe. The hospitality industry, so the use in bars and restaurants, 15% has disappeared. That never came back since. Those were the most profitable hectoliters. Affordability is an issue.
Making beer is very energy intensive, and energy costs have gone up hugely in Europe. The gas price, even prior to the war, was over twice as high as prior to the Ukraine war. That impacted beer prices, and that then also impacts spending. We have a population growing older, that's not helping, so there's more focus on health. Because there is not a clear-cut reason, you need multiple tactics and strategies that you need to apply, which is what the team is doing, whether it's investing in new flavors or investing in making the portfolio more premium. Zero, 0.0 is very important in Europe. We have countries where over 10% or 15% of the volume is 0.0. In Slovenia recently, there it's going over 20% now. The remaining 80% is still under pressure. It will take a few years to make it happen.
What we're doing worldwide is really investing in areas in the world where there is growth, where populations are growing, where there is a young population. If you look at the biggest acquisitions that we've done over the past five, six years, then it's India, South Africa, Namibia, now in Central America, Costa Rica. So the new capital we're allocating is mostly going to areas where we're seeing growth. So there's no easy, short answer, but it's various dimensions where we're trying to address this. And the harsh reality is that we really have to work on the cost base, for example, in Europe, by closing breweries, by becoming more efficient in order to make sure it's all still working.
Right. Thank you. The next question, what about the gross margins of the Heineken group?
When are we approaching the beneficial gross margins of the AB InBev, or is that not the target of the concern of the InBev? Sorry.
Would you like to answer that, Harold?
Yes. Our target is not to look externally, but to look at what we can do. We're not going for the targets of any other companies or competitors. What we've announced is that we want to go for value creation, first of all, by realizing growth. That's important because without growth, you can have lots of margins, but it's not going to result in a lot of money. Secondly, over time, we want to have our margins grow faster than our sales. To show an increase in margins, that is our explicit goal.
Right. Thank you. Next question. I've understood that there is a new import supply model for Singapore.
Wouldn't it be handy to also introduce this IBM model in other regions, especially in Europe and the Americas and Africa, as has already happened?
I'm assuming that you're referring to the announcement we made recently with regards to closing the brewery in Singapore, and that was to do with that brewery no longer allowing us in the cost structure of a country like Singapore to operate it profitably. We have sufficient capacity in Malaysia and Vietnam to serve the Singaporean market significantly cheaper, which is what we've done. I think in Europe, for example, over the past five, six years, off the top of my head, it was 14 or 15 breweries we've closed, and more breweries will be closed in future in Europe in order to always look for the most cost-efficient way of organizing ourselves.
All right, thank you. Another question.
How many breweries do we have all over the world, and how many will you be closing?
I'm sure there's lots. It's just a rough number. I think we have about 200 breweries, but that is including breweries that we do not own but that brew for us, that's especially in India. We don't really have a worldwide number we've given, so I cannot provide you one now. I've understood that in Europe as well and elsewhere, too, that there's fewer and fewer breweries. In markets like Europe, where market volumes are under pressure, that we'll have to continuously look at that, certainly.
Right. The next question, how many more questions are there?
Two.
Well, let's do one more. Perhaps think about what you think is the most important one.
I will combine the two.
That's very smart.
So huge claims for damages. How many are there?
The second question is for you. Will there also be a report on prosperity for the Heineken group?
Well, I think the report has been written, and it's called EverGreen 2030.
All right. Well, I know that one. You've written that?
The gentleman sitting next to me. Many more senior people at Heineken, as you know, Dolf already said, Heineken doesn't consist of just these two people. It's lots of people. Of course, the Supervisory Board, we've looked at that very closely, and we think that is a very good path. You can mention that report. Right. Well, it's based on your report.
Another question about the huge claims for damages. In the media, I read that there were lots of claims for damages against Heineken from Greece or wherever. Is that right? Or do you not know?
Well, I'll answer that for you.
As usual, with many companies, there are always claims being imposed on companies. That's not quite the right word, but still, and we always consider them very carefully, and a number of them will lead to actual payments. There's also lots of claims, especially, when it comes to tax disputes with governments that do not lead to payment. In general, it's true what you're saying, but we're not going to go into specific cases.
All right. Thank you.
Thank you. Mr. Monkau.
Ladies and gentlemen, my name is [Seve] from Amsterdam. Last year, the Trump administration introduced import tariffs or announced them, and Heineken was impacted by that. Recently it also turned out that it is illegal, and then they just changed course and came up with something else. My question is just how much did we pay already when it comes to tariffs, import tariffs, and are we going to claim it back from them?
[Mr. Seve], a very good question. Thank you. It's $ tens of millions that we have already paid when it comes to tariffs. Indeed, we have been one of the first companies in the U.S. that started litigation or proceedings to claim that back. We're first in line to indeed receive that money back. It's about a lot of money.
Maybe in the half year notification, you will read about that maybe, but we are indeed planning to ask for repayment. You also know that the U.S. is always looking for new options on imposing something on us. This is the plan and this is what we are doing. Thank you.
Next question.
Olivier van Beemen. I am also a journalist for Follow the Money and a private investor, and I have some questions, and I would like to hear the vision of the Executive Board and also some questions for the accountant, for the auditor, and I'm going to assume that he doesn't have any confidentiality or duty to be confidential. Can you confirm that?
Well, I need to look at the auditor. I cannot speak on his behalf, but he will obviously speak later on in the meeting.
If you have any questions for the auditor, keep those questions until when he is up for reappointment as an item.
The questions for the Executive Board. Follow the Money discovered that Heineken was active in Iran for seven years, whereas nobody, analysts, shareholders, and even staff of Heineken knew about that. Why did Heineken only disclose these investments in Iran, and kept it away from the public?
Dolf, would you like to say anything about that?
That investment was not withheld in any way or concealed, and it was discoverable, and it was with the Chamber of Commerce information. We literally invest in dozens and dozens of country all over the world. In our view, this was not intentionally withheld.
Jan-Kees Nieman, manager for Eastern and South Africa. Is he still a member of the board in Castle Noush in Iran?
No, because since last year we've completely pulled back out of that joint venture.
Okay. Why, for five years, despite a legal duty, did you not deposit a list of participations?
If I understand correctly, until the year 2021 or until 2022, just for the rest of the audience, we have a reporting duty to submit an extensive list of participations and to register that with the Chamber of Commerce and with someone parting from the company and handing over these tasks, so something went wrong, and in a couple of years, we did not provide that list to the Chamber of Commerce. It had no serious consequences. Once we learned about the situation, we communicated this, we told the regulator about it. We retrospectively submitted all the overviews for the remaining years up to and including 2025.
After you left then in Russia, in 2025 and also Iran last year, Heineken now announced to leave the Democratic Republic of Congo. Are there more turbulent markets that you work on an exit strategy or considering this, for example, Myanmar, Burundi and other countries?
We had our strategy update, on the capital market event in Seville. We have already shared, we segment our operating companies in clusters. One cluster is reserved OpCos. They have no long-term pathway to financial return. These are countries that we deliberate on for that reason, on options present to either fix it or partner up or to exit such a country. You mentioned two countries, but we actually exited more than 10 countries in the last five years. We decided to leave Lebanon. We decided to exit from Sri Lanka. Last year, Sierra Leone. At this moment. Well, it's simple.
In the world of globalization, it's no longer self-evident. If we conclude that there is no pathway to return, and there's a couple of other countries, but because of competitive reasons, I cannot give the names of those countries. Yes, there's a couple of other countries that we're considering exiting. There's numerous countries as well that seem to be very complex countries. We believe, for example, that our strategic presence is in the interest of the company, and therefore we will continue our presence.
My last question then. Heineken often mentioned taking care of staff as a justification for being present in countries in war or an authoritarian regime. The argument being that staff would always be worse off when Heineken leaves. Do you think that this will happen in a country like Congo now?
Well, it is definitely a complex and important consideration.
In this particular case, the company was on the verge of bankruptcy with such negative cash flow that we, as a Western-listed company, we could no longer run it sustainably. We really felt that bringing in the new owner, that they were better able to do that than we were. Therefore, it was in the interest of the employees there, because the alternative would be that we would simply have to pull the plug on it, and that was not our preferred option, basically, to put it like that. It's not black and white. It is a very hard and complex decision every time.
Thank you.
Thank you, Chair. My name is Ger van Ewens. On behalf of the Stockholders Association, actually, many questions have already been asked, which is great, because if this comes from more people, it's only better.
Again, thank you for answering all these questions. Not always easy questions. I would like to go back to capacity margins, succession. I won't ask too much about it because you said we will learn more later on. I would like to first say thank you to Mr. van den Brink, Dolf, for being the CEO for six years at the helm of Heineken, but also the decades before. You're always cheerful, enthusiastic. You perfectly fit the brand, and also many thanks on behalf of shareholders who are member of our association. Something about Europe, and I'll be very brief. Something about pricing power. We see a fragmented network of breweries, and Dolf, you said it already that there's a lot of separate locations and relatively a lot. We counted 50 smaller breweries on the supply side.
Using the capacity of those breweries can go up, which would be consolidation, and where would you make choices? Would it go indeed through consolidation and mandatory closing down of facilities? And what would that do for local brand visibility, which is important for Heineken, and also we as shareholders find that very important. The demand side. How structurally do you deem the risk that supermarkets will combine strengths? We've seen it with Jumbo. They did not have our brand on the shelves. Will you give away a little bit of margin, or do you have the means for that to know that everything will be all right when it comes to margin? Margin development. I think many things have already been said. The only question remaining, we see a margin of 10% in Europe, in Asia, 20% margin.
Do you see any chance to increase productivity in Asia for that reason? How can you then, 20% is a very attractive margin, and how can you protect that margin against the competition? Succession. The only thing that we're seeing is that it is a pity that you did not have a successor ready to go. That would've been easier for us. You say that we will learn about this soon, and we are very curious, of course, who that is going to be. We are also curious as to what Dolf is going to do in the next step. Harold, this is our hobby. The risk management statement, the VOR in Dutch, applies to Heineken, and how did the VOR change the way you look at risk management compared to last year? You said something about it, but not the changes.
What parts are now demonstrably stricter or more flexible? What happens in practice when you do such an exercise and issue such a statement on risk management? You have said that some things are not in the direct influence of management because third parties or external circumstances also play a factor. Can you mention a couple of these external factors or third parties for such an in-control statement? Last but not least, you say that the report provides enough assurance in the functioning and efficiency of the internal control system and risk management. Now, what predominant points of improvement have you found for the company? That concludes my questions.
Thank you, Madame Ewens. I think the first question about the supply side and the footprint consolidation, Dolf, can you take that one? The second question is about Europe and the supermarket consolidation for you two.
The margin difference, Europe, Asia. Asia is very high, but could it be even higher? I think that was the question. Would you do that or Harold? Oh, Harold can take the margin. Okay, we will immediately look to your left then. Yes, the risk management statement for you, Harold, the VOR.
I'll be very brief. We talked about breweries already. The capacity use is very important, and the reason why we have 50 breweries is that's historic reason. Local regional breweries that over the years were consolidated by us. You mentioned the word consolidation, however, our market share in Europe is such that we cannot make any acquisitions. So it would really have to come from optimization. By the way, costs for closing down a brewery are very high because of all the social plans that you have to provide for in Europe, and rightfully so.
Nevertheless, it is always a point of attention that we always work on. The demand side. You refer to the retail negotiations. It is a fact in Europe that we have to deal with. This is my last AGM, so I'll take some more liberty. It surprises me from antitrust considerations that this is tolerated. The extent to which retailers are allowed to coordinate pressuring suppliers, it is quite invasive and far-reaching, and I think we could have a debate on the tactics that they apply. Last year we had huge principles at stake and the demands they made were so harmful, would've been so harmful for the company and for the industry for that matter. We could simply not accept them. Our energy costs rise, our wage costs rise, taxes rise.
If we were to have zero pricing power, then obviously the whole model would be up for discussion. We just didn't cave in, and that led to some consequences, yes, with Jumbo Netherlands and with some French supermarket. In the end, we did reach an agreement that was acceptable for us, and I conclude now for this year, we have finished all the contract negotiations with all of them without any conflict. Again, this was a painful situation, but in the interest of the entire industry, I must say.
I am going to try to be very brief. First of all, I want to confirm that we indeed are not happy with the margins in Europe at this moment. Just making that very explicit towards investors, this is also a point of concern, and you've known about the discussions we've had in this room and anywhere else.
Glenn and his team, they're working really hard not only to looking at capacity, but also occupancy, but do it in such a way that it doesn't compromise growth any further. We need strength capacity for innovations, for premiumizations. Striking a balance between how do we deliver on growth and how do we make sure that margins in Europe improve is a big issue. We will work really hard on that in Europe. It means that the other regions indeed would have to develop their margins further, and especially Asia has always been a great example for us, especially that was because of the big footprint we already had in Vietnam, a very profitable market for us, growth market. What is important there is that our market share in Vietnam has grown significantly after a standstill.
We're almost back to where we have to be, and we do that with a different portfolio mix. We're very happy that Vietnam is still a great contributor and a growth contributor, and we believe in that. On the other hand, India has great potential, but we still have to do a lot in margin development because prices are controlled by the state in many states, and that gives you a mix effect that we need to manage. Asia is a portfolio game. It is very important to play that game well. Before I go to the risk management statement, is that sufficient?
Okay, let's go to the VOR. [Mr. Ewens] and me, we have had some interesting exchanges of thoughts, and it is indeed important to calibrate. What you do, you classify risks into important factors, strategic, operational, compliance, and reporting risks. Those categories.
It is simply very important for us to have very clear classifications. You ask, what really changed on the base of that? We explicitly looked at what risk profile we have to classify and whether the procedures we have in place. In general, Heineken is quite an informal company. We need to formalize things more so that we can rest assured that the risks are classified correctly and the risk processes are embedded.
Not supported on people, but on processes. That was the biggest progress, what we learned from that. What does not fall under that scope? Geopolitical developments. That is unfortunately the biggest risk for Heineken and for many other companies. What improvements did we find? Especially documenting things and consistently documenting steps in any process. In making people responsible for certain parts of documenting and reporting things so that we can have assurance on that.
Okay, thank you for that reflection and thank you. Such a control statement has contributed to a better functioning system, which is great. Obviously at the end of the year, for us, that is a cherished means, if you will, to have more certainty on a company. Mr. van den Brink, Dolf just support the negotiations with Jumbo supermarkets and that the regulator was incredibly flexible and accommodated that market power.
From our side, you had our full support in that argument. Now you are big and you were big enough to sit that one out, but others went bankrupt. Then there's another player who is willing to do it for a couple of percentages less. This is not how you do business in the Netherlands and create autonomy. We were with your former company, ASML. They invest in always having sufficient capacity. The entire chain has to be fully transparent. What can you expect for the coming months and the coming year? Basically, it should be the same in retail. You need to have trust. You need to basically work in partnership and not in animosity. Well, we fully support that, and I hope it will resound and resonate somewhere.
Good afternoon. My name is [Spanjar], Amsterdam. I have two questions basically. The EU has entered into an agreement with India, and last year you said at the meeting that you had a problem with a sub-state community, or whatever you want to call it, in India about prices. What impact does that agreement have on the mix? I couldn't specifically get that from the annual report. That's my first question. My second question is: what are the advantages of the EU agreement with India for Heineken for the future? The EU has more. In South America, they have the same kind of agreement. What are the benefits of that? That is what I'd like to hear more about.
Yes. Dolf is being very generous, handing over all questions to me.
I'm sure you're very well suited to answering this question, Harold.
First, about that agreement between Europe and India. It's very important. Exactly, is what I said, and you're completely right. It brings important continents closer to each other, and it especially regards, this is a fact, especially regards the high alcohol products. It's mostly about reducing tariffs for whiskeys and gins and also wine. It doesn't so much regard beer. As you know, we are very big in India. For us, in fact, it doesn't have a direct impact, but it does show, and that is important for us for the long-term strategy, is that apparently there are possibilities in India to, for the long term, have responsible alcohol consumption as a subject for conversation. That wasn't the case in many states.
It's more of a strategic importance it has for us rather than a short-term financial interest. You also talked about South America, about Mercosur. For us, it's the same. The direct impact is relatively small because I'm sure you know that, for example, in Brazil, we now finally have brought everything together so that Brazil is autonomous together with suppliers. We're no longer importing to Brazil. What it does do is that it reinforces the ties between the various countries, and close ties means a good economy. Let's all hope for that.
All right. Thank you very much.
Yes, thank you, [Mr. Spanjer].
My last question is: what is the impact of the report, the [Wennink] report? How was that implemented last year at Heineken, the [Wennink] report? Also, this meeting is very transparent, very professional, proper, and very empathetic. What I really liked was the confrontation between Follow the Money and Dolf van den Brink, where there was a sound answer given to every question. This is what journalism is supposed to be like. This is what business is supposed to be like. That you just get a question, and you get an answer, and then you can very well address things in that way. My compliments for that. Thank you.
It was Mr. van den Brink who answered. What is important in the current situation is stability and continuity. In part, thanks to the Carvalho family, that is not saying too much, this business is very stable, and it's running very smoothly, maybe two or three. The margin might be a bit higher than AB InBev or Carlsberg, but actually the differences aren't that great.
What is important for Heineken is make Europe great again, because what is the case? You had good friends in China, in Moscow, in America, and the entire house of cards has now collapsed. It's very important that the [Wennink] report is implemented, and that it's implemented internationally as well. The Executive Board and supervisory board has excellent contacts worldwide. There's even someone on the board who went to Harvard with Trump's son-in-law, so that offers great prospects. It's very important that we get Ukraine under control. It's important for you to perhaps contribute to that because Ukraine is fighting for us, and we cannot fight, but we can supply them with money.
We can support them because by now, Ukraine is the most advanced country when it comes to defense.
Yes. Thank you for your geopolitical philosophizing. It's very important. I completely agree. Do you have a question?
Yes. My question is, that Peter Wennink report for more long-term prosperity, how has that been implemented within Heineken? I think that'd be a great question to end on for Dolf van den Brink.
Well, I can answer that for you, Dolf. Listen, the report, and this is the last thing I'll say about that, the report is about innovation, the report I wrote. I think that is typically something, in my experience at least, that Heineken is very good at. I have no concerns at all about innovation within Heineken.
I have no indications, I have no reason to write a report about this, or even to think that Heineken should closely read my report once again, because what they are doing is completely in line with what the intention was. Thank you very much. Oh, very nice. Well, now the rest of the Netherlands. That's right. Next question.
First thing I wanted to echo, the words that everybody said. Dolf, you've done a great job.
Can you go a little bit closer to the microphone? Thank you.
Dolf, you've done a great job, and it was quite a tough act to follow Jean-François, and you had a few bullets thrown at you by the economy and COVID. I think one of the great things about Heineken, and it's been a tradition over many years, is when things don't go right, you're very open. I think that creates so much goodwill, that people stay with it. I remember when I first saw you rising in the organization, I called you the young tiger. When you were appointed, I thought you're far too young. Then I suddenly realized, as I get older, everybody seems young. Nonetheless, the enthusiasm was there. Thank you very much. My question, in case before you ask me. Obviously, Heineken's a big beast.
ABI is a big gorilla, and I looked at the Champions League issue and sponsorship, and I just wondered, what's the dilemma in terms of something that's very important to you, but a price that's sort of so difficult to match or can't be justified? Is this something that you fear is going to happen that huge cash flow of ABI is going to sort of come every time you find something really wonderful, strategic, that they might outbid you?
Thank you for your question. As I said at start, questions in English will be answered in Dutch. If you could do that, Dolf.
Thank you so much. Good to see you once again here, [Lucy]. Look, in the end of the day, we-
Oh, in the Netherlands want to Dolf van den Brink.
If you could answer it in Dutch, then.
Oh, in Dutch.
Okay. You put your mic on.
Right. Sorry, I hadn't noticed. Getting back to my answer, it's automatic, isn't it? If you get an English question, you give an English answer. Oh, yeah. Now I have to translate this back in my mind. In the end, we're not competing worldwide. You compete market per market, and the experience that has really shaped me was Mexico, where we were the number two. Biggest worldwide competitor was the number one. Since we became the owner of FEMSA Cerveza, I think we've shown that even if we are competing very fully with such a strong number one, that we can grow, that we can create value in the long term.
In a market like Brazil, where we were once very small, and by now we have a quarter of the market that we represent, and we're now in South Africa as well, in a different way, via a joint venture in China. I think in all kinds of big markets where our worldwide market leader is a lot larger than us, that we can compete there and we can be successful there, and we will always continue to do it like that. With regards to the sports sponsorship, that is very inflationary. Those costs increase every year hugely. As we've been saying with Harold as well, we have to be very intentional and disciplined with our capital allocation. We have to do that with all the budgets.
We'd arrived at a point where the increase of the sponsor fee was such, compared to the strategic value it represents for us after 30 years, that our conclusion simply was that those budgets could be better allocated elsewhere. Of course, that hurts us to do that because the Champions League was something that emotionally as well is very close to our heart. Fortunately, with Formula 1, we have a great alternative platform that is growing very fast. That we're investing more and more in, and also we're not going to disappear from football. Let me leave it at that. Thank you, [Lucy].
Right. Let me look at the audience, and I see no further questions, so I can just thank you for your contributions. Oh, I'm seeing a hand being raised. Maybe you can walk to one of the microphones.
Good afternoon. My name is Aalmark, private shareholder. This week it was announced, getting back to the national market, that this government intends to have the excise duties go up along with inflation, so that's 4% per year. That takes you to 16% via this government. Is it already known how that will be dealt with? Will that be a decrease in profit margin or will it simply be passed on in the prices? Then I know how much money to set aside to buy my own beer over the next few years.
That's a very important question, and it has our explicit attention because this is very worrying. The alcohol excise duties in the Netherlands are 4x as high as in Germany, 2x as high as in Belgium.
You already have this huge cross-border effect with people in the border areas go to Belgium or Germany to buy their beer, and this excise duty increase would make that gap even greater. Via the relevant industry associations and bodies, we're trying to be part of the discussion on this subject to see if we can prevent this, because we think that we as an industry have contributed sufficiently to financing shortfalls, et cetera. As far as I know, it's not yet definitive. This is still being discussed in parliament.
Has the lobbying been sufficient then so far to prevent this?
Well, this happened very suddenly, and I do feel some sympathy for this in parliament. This all follows from the energy cost discussion, which of course is very important to society, and it requires funding.
They've arrived at beer excise duties among others, and we, as best we can, will defend our interest and speak out.
All right. Thank you.
I have to have another close look, but I see no hands being raised, no one walking to the microphone. I can only thank you all for your contributions, and I'm going to hereby end the discussion, and I note that the Executive Board report for the 2025 financial year has been taken note of, and I close this agenda item. Moving on to agenda item 1B, the implementation of the revised Dutch Corporate Governance Code of the 20th March 2025. In the agenda, you've been able to find further information about this.
As with the previous code, the company endorses its principles and applies virtually all best practice provisions, except for those provisions that do not fully align with the structure of the Heineken group. The in-control statement, the VOR, has already been addressed earlier by Mr. Van den Broek based on one of your questions. Would anyone like the floor on this topic? If not, then, ladies and gentlemen, I find that the implementation of the revised Dutch Corporate Governance Code has been taken note of, and I close this agenda item as well. Moving on to agenda item 1C. That is the advisory vote on the remuneration report for the 2025 financial year. You can also find remuneration of the Executive Board in the annual report. I would now like to give the floor to the chair of the Remuneration Committee, Mr. Lodewijk Hijmans van den Bergh. Lodewijk.
Yes. Thank you, Peter. From the business, we're going to remuneration, but they're closely connected, as was clear from what was said previously. I would like to briefly explain the remuneration report for the previous year. Remuneration of the Executive Board is based on our four remuneration principles, as you know, and is aimed at supporting the company's sustainable growth. Supervisory Board attaches great importance to continuously testing the remuneration principles and how they work in practice. Throughout the year, we've performed multiple analyses, including a pay for performance analysis in which we benchmarked the results achieved, and remuneration against those of comparable companies in our peer group, and a scenario analysis in which we examine how different levels of target achievement affect the total remuneration of the Executive Board. In addition, we keep our finger on the pulse, so we can consider different societal perspective.
In this way, we strive for a remuneration structure that aligns with the company's strategy that rewards performance and at the same time remains fair and competitive. As you've already heard from Dolf and Harold, 2025 was a challenging year. This is also reflected in remuneration for the Executive Board. One of the cornerstones of our remuneration policy is pay for performance. In practice, it means that a significant part of the Executive Board's remuneration, up to 80% of the total, depends on achieving preset targets in the areas of finance, sustainability, and leadership derived from the company's strategy. The Supervisory Board is strongly committed to setting targets that are on the one hand realistic and on the other hand ambitious. Each year, we evaluate payout levels and reflect on the company's performance relative to comparable companies.
For 2025, there is a significant difference between the outcome of the short-term variable remuneration, which is based solely on the company's performance in 2025, and the long-term variable remuneration, which relates to performance in the three-year period of 2023 to 2025. The total outcome of the short-term variable remuneration for the 2025 financial year amounted to 89% of target. This reflects the financial results for 2025 and the progress made in strengthening the cost base and productivity, as well as the continued focus on executing strategic priorities under the EverGreen 2030 strategy, including internal mobilization and external engagement. The targets for net profit and free operating cash flow were exceeded, while the targets for revenue growth and operating profit were not met. Harold already referred to this. The outcome of the long-term variable remuneration is based on performance over the 2023-2025 period.
As a result of the challenges in 2023 and 2025, total achievement for this period amounted to 44% of target. The financial targets were not met over the entire performance period. The sustainability target, aligned with the company's Brew a Better World strategy and its ambitions regarding net zero, efficient water use, and an inclusive, fair, and equitable working environment, were by contrast exceeded. This progress underscores the company's continuing commitment to these themes that Dolf already talked about.
As part of the annual review of the Executive Board remuneration, the Remuneration Committee determined that the base salaries of both the CEO and the CFO were positioned below the median of comparable companies, as described in the remuneration policy, and that is what we compare to, obviously. In order to maintain competitiveness and gradually reduce the distance to that median, the base salaries of the CEO and CFO were increased as of January 2025 by 5% and 4%, respectively. These increases were in line with the expected increase for executives at companies of comparable size and complexity, and below the percentage by which the remuneration of other Heineken employees in the Netherlands increased.
In addition to my explanation, I would like to use the opportunity to point out a development after the end of the reporting year, which will be included in the remuneration report for the 2026 fiscal year. Following the announcement of Mr. van den Brink's departure as CEO, the Supervisory Board decided to grant the CFO a one-off retention award or remuneration. This remuneration is subject to the conditions of the short-term variable remuneration for 2026, and was granted in accordance with the exemption provision in the remuneration policy. The Supervisory Board concluded that this remuneration component was necessary in the long-term interests of the company against the background of the exceptional circumstance that during a period of significant change and major international uncertainty, the company temporarily has an Executive Board consisting of only one member.
Naturally, the full details will be included in the remuneration report for the 2026 financial year. I do, however, want to state here that this is explicitly a one-off remuneration and that this is fully performance dependent, entirely in line with the remuneration principle.
Thank you, Lodewijk. Who may I give the floor? I wasn't certain whether that gentleman was going to have a bathroom break. My apologies. I had to wait and see whether he was approaching the mic. I'm sorry. Nobody wants to take the floor. Actually, that concludes this item, and we can move on to the advisory vote on the remuneration report for the 2025 financial year. As indicated earlier, from now on, you have the opportunity to cast your vote on this agenda item, as well as on the other agenda items that are subject to a vote.
Behind me, you can again see the voting instructions, and voting will be closed shortly after the substantive discussion of agenda item 5B. In the meantime, we will continue with agenda item 1D, which is the adoption of the financial statements for the financial year 2025. The financial statements have been audited by KPMG. The auditor's report is included in the annual report and the unqualified opinion, and I would like to give the floor to Mr. van Delden of KPMG.
Thank you, Chair. Ladies and gentlemen, good afternoon. It's customary that the auditor explains the work done, the findings, observations, and what they spend their time on, right? If you have more interest, then I would like to refer you to our extensive unqualified opinion in the annual report of Heineken. I'll limit myself to some highlights. To start with the good news.
On the 10th of February, we issued our unqualified opinion on the financial statements and also limited assurance on the sustainability report, so the sustainability statement.
What did we do to get to our conclusions? We audited the financial statements with a materiality of EUR 240 million, and that is the same as what the accountant had. All difference above EUR 12 million would be reported to them. I talked about what do we spend our time on, that's the group audit. Obviously Heineken is a global group and most of that revenue is generated outside of the Netherlands. A very important part of our audit, therefore, is directing or managing our overseas team. In total, we had 25 countries in scope. These countries receive extensive instructions from us. We went over all the risks and we coordinated what they see, what we see, and what work needs to be done to mitigate those risks. Throughout the entire year, we were in close contact with our local auditor.
We also visited 22 countries because we find it very important to see ourselves, knowing the local market circumstances, local management, and working with our local auditors there. When it comes to our foreign auditors, we have reviewed parts of the work, and it also simply gives us the opportunity to take the responsibility of all the work done by our colleagues. Well, what have we done? We included 2 key audit matters, 1, revenue recognition, and then uncertain tax positions, predominantly in Brazil. For revenue, this is basically always a key audit matter, and very specifically for Heineken, we looked at year-end, what the estimates are on discounts they give. Usually it's volume agreements or price agreements, and then it's up to local management. It's always about estimates on discounts, and we look very closely at the controls, we look at margin analyses.
We also look back one year, what was the estimate then, and was it a good estimate? In relation to Brazil, it's a complex country for taxes. Obviously, some questions come to us, so it also, again, is up to management to determine your position. We discuss it with management. We also talk to the external advisors of the management, but also with our local auditors and their tax specialists to determine whether the positions Heineken took are in agreement with what we do in our audit. We were able to agree with how Heineken has given accountability in the annual statement. Again, we have had many meetings. I will not repeat what Mr. van den Broek has already said, but maybe indicating what the responsibility of the auditor is in relation to the in control statement. We do not provide separate assurance.
It is part of the executive report, and the executive report is audited by us with the expertise from our office, basically assessing whether it's correct. If there's inconsistencies, we will discuss these inconsistencies. Does it mean that we didn't do anything? No. We obviously took careful note of the internal control risk framework that Heineken already had, and we've seen that they have a very structured and careful process, and they followed that process to be able to meet the requirements of that in control statement on risk management, that VOR, and also the classifications the management chose. We have no further comments on that. Again, Heineken has a very robust and structured strategy in place. 2025 was our first year of audits after Deloitte did that for 10 years, and we shared our impressions with management and summarized our experiences and impressions.
What have we seen at Heineken and what stood out? I'll just highlight a couple of things. First of all, actually, culture. In our work, we have noticed that everybody's very professional and constructive in welcoming us in our first year of the audit, because a first year hurts. It's painful because as a management, you need to invest a lot of time, getting us up and going. Maybe we ask different questions that haven't been answered for a long time. Again, this was very pleasant. We have also noticed that in these conversations, there was a lot of transparency. If there was a discussion about certain positions, we looked at facts and circumstances, and we were not defensive, but really looking at what the best answer would be to make things right. That was good.
The people-focused culture at Heineken, it's simply there and it's very pleasant. We also looked at processes. You have your processes well in order. We have seen that Heineken is rather decentralized in its organization because of all the acquisitions in the past decades. This obviously presents opportunities for far-reaching standardization and digitization, and I think management is well aware of that. We look back on 2025 in a positive way, and we've already started with our plan on 2026 and following all those developments, the transition that Heineken finds itself in and the acquisition of FIFCO, obviously. Chair, I would like to leave it at that. I am available for questions, and I have no duty of confidentiality for the purpose of this meeting.
Thank you, Mr. van Delden. Yes, I see that somebody is already standing. Yes.
Mr. Wennink, should I ask the question to you or directly to the auditor? Will you allow me to do that?
I would actually probably not convey your question in the proper manner.
No. Just to be clear, you're the leader in this meeting, so everything has to go through you, right?
You are very right, but I am going to allow you to directly convey your question and any issue you have with Mr. van Delden.
Okay, Mr. van Delden, your own KPMG organization and also your auditor demanded that the invoice KPMG had to be 16%-20% lower than 2024 because a lot of AI was used, and therefore lots of costs were saved. This was in the Financial Times and in the magazine, The Accountant. Nobody objected against that requirement. So it's true what the journalists wrote.
My question is therefore, how much work was seconded to AI for Heineken, and how many billable hours would you say were involved, and what specific work was done by AI, but also what countries did you allow your auditors to use AI in, and how could you be sure that AI actually worked? Page 140, second column, second line, assurance services increased from 0.9 in 2024 to 1.3 in 2025. I listened or read your entire story three times, those pages, but I still do not understand where the 0.4% difference that you charged, where that went, despite you using AI. Was it a fine that you incurred and you were trying to pass on those costs? The fine you took in the U.S.? I just simply don't understand, so please explain. Yes. To the very penny, please.
I'm happy you did not ask me that question, Mr. Wennink said. Okay, I actually read that article. It actually said 10% less. The formal response from both KPMG and the company was that we never say anything about supplier-customer relations. That was the formal answer by KPMG. AI and audit is interesting. It certainly is an interesting subject. Indeed, we are now in a phase that we have started applying AI. It obviously starts with very simple stuff. In our audit system, you can ask an AI pilot, "What about this part of the reporting? Can you give me an example then?" You have your answer within a nanosecond. It makes our work easier. That's a practical application of AI. Obviously summarizing contracts or meetings is a great subject to use AI for. AI in the audit, in what countries?
Yes, we can use AI in the audit, and we do that when we are certain that AI is better, efficient, or faster. You have to assess, do we do it the old way, or can I actually use AI? The latter, you do that when it's scalable, so large quantities. You'd use AI tooling and big countries of Heineken. We indeed apply AI. Big bulk, we use tools that are focused on objective criteria, basically looking for statistical deviations, and they will select certain items that have a higher risk than others. That's how we apply it. Billable hours, that's difficult. I think it's a couple of percentages of our audit, but it will only increase over the years. Then the costs. I can tell you that Heineken has a great procurement department.
They did not make it easy for us and also for our contract. We agreed on a contract and we have clear agreements on how we deal with the fees. The item that you refer to with that difference of 0.4 is probably related to the sustainability work we did and the assessments we made. At that moment, the 1.3 is the actual work we did and what we invoiced our fees for, apparently higher than budgeted, but we did the work and this is the price that we agreed on with Heineken.
You say that is probably the reason why. For me, that is simply guessing.
Yeah. Obviously, I will then confirm it is the increase on sustainability fee.
Well, obviously also we have the EQCR, and you had someone looking over your shoulder for that review. Can i know the name?
Okay, this is not a surprise question, [Mr. Spanjer]. We expect it and we admire your persistence. For those of you who do not know, it's basically someone who does quality control, who is not involved in the audit, but reviews the records, and who is independent and forms an opinion on that. We do not mention that name. We mention KPMG as auditor and me as the personal lead, and there is a quality reviewer. I think we have 600 people who do that in our company. They are very important and quality control review is very important. We never mention them specifically.
What a pity for me.
I can tell you for the coming four years, I will not reveal the name.
Well, then maybe we should have a talk in front of the Enterprise Chamber of the Amsterdam Court of Appeal then anyway.
That concluded the last question of Mr. Spanjar very well.
Yes. I had already announced that I had a question. Olivier van Beemen from Follow the Money. For the accountant, Follow the Money revealed that Heineken, over the past five years, did not meet the legal requirement to provide overview of participations and joint ventures and make them public. They did not list it with the Chamber of Commerce either. Shareholders were not able to assess whether Heineken was still active in a country like Iran that has very strict sanctions imposed, which is a risk that reaches beyond reputational risk.
In his statement, the auditor has said that he gained insight into the commercial environment. In the audit, were you able to have that overview of participations and joint ventures?
Yes, I was.
Why did the auditor fail to notify Heineken of them not complying?
Well, we have already said, we are the first year. It's our first year, and the fact that listing hadn't taken place. We learned from management, and we understand it was an oversight because of a change in staff, and that was the reason why it was not registered with the Chamber of Commerce. We also talked, someone from a foundation that investigates multinationals, and basically they say if they do not submit such a list, it means that Heineken has something to hide or that they were sort of sleeping. Well, or somebody, like a real person simply forgetting about it.
Thank you.
Thank you for the questions and answers. Any other people in the audience? Mr. Vreeken.
It seems like there's a nice duo who presents now. Two questions. What about AI? Mythos is coming, and this will have quite an impact on the financial markets and therefore also for Heineken. Look at Odido. Almost everybody in the Netherlands has now all their personal details out there up for grabs. So that is a concern. How did you take care of AI? Heineken, utility companies, banks, water companies, utility companies are rather vulnerable. That is another point. In 1973, we had an oil crisis. You think, "Oh, we learned from that." Now, 50 years down the road, we do not only have an oil crisis, but also a gas crisis.
Wouldn't it be convenient for the future of Heineken to become independent from fossil fuels and also for the chain? Because if the banks are down, Heineken has a problem too. If there is no energy, no oil, no gas, then Heineken has a problem too. My question to the accountant is this. You have your overview because of the audit. How have you guaranteed all of that? Well, and especially being independent or not being too vulnerable for AI risks, cybercrime, making sure that Heineken has its own energy.
To be specific, is that a question for the company in the context of adopting the financial statements, or is it a question for the accountant in the context of being able to ask him questions?
Well, it's a bit of both because it's quite far-reaching this.
I completely agree with you on the latter. I think we can give a short answer. The impact of AI, it'll be great. I'm sure that'll be true for everyone, but probably we can give a brief answer to that. What it means for the business. That AI has high energy use, or at least the data centers, is also true. As you know, and you have been able to see that in the report, a lot of attention at Heineken is being paid to sustainability and doing or using natural resources in the most responsible way, but that's what the report says as well.
Now, to be more concrete, you have breweries in Asia. I imagine the Philippines as well, and Asia is almost not receiving any oil anymore. Will that impact Heineken?
That's not immediately a question to do with adopting the financial statement. Still, it's an important question. Probably we can answer it. Maybe Han van Delden can then think about whether this needs to be a duo answer or whether we can just tackle it. AI at Heineken, what is the impact of the energy crisis on the breweries?
Yes, I'll start with AI. It is a phenomenon that regularly comes up in these annual reports that we're talking about AI or cyber, and that's fully justified, I think because as you said, the threat, but also the development of it's all moving very rapidly. As I say, every year, we're very well aware of this as Heineken, and we have a very specialized cyber defense organization that keeps a very close eye on this. I'm not making any promises here, of course, just to be clear, but I can say that that team is very alert.
Also with partners like Microsoft and others that we are dependent on, we talk to them every day about what all this means and how this is going to develop. That is where it comes to AI and cyber. The second point about the energy supply, if you'll allow me. No, you wanted to say something else? No? The energy supply there, it is true that the energy impact across the world is very different country per country, and our teams in the countries are working very hard to see how they can safeguard continuity. It really differs per country because the measures and the facts are simply different per country. We're very much across all this.
Mr. van Delden doesn't feel the need to add anything as an accountant. Thank you, Mr. Vreeken. Thank you, Mr. van Delden.
Unless there are other questions, of course, or remarks. Well, I would like to end this discussion, and I propose we adopt the financial statements for the 2025 financial year. I will continue with item 1E, an explanation of the dividend policy. In the 2025 financial statements, you've already been able to find further information about the dividend policy, as well about the decision to increase the company's annual dividend payout ratio-
30%-50%
... to 30%-50% of net profit paid. Until now, the dividend payout ratio was 30%-40% of net profits. Nothing changes in the practice of paying the annual dividend in the form of an interim dividend and a final dividend. Who would like the floor when it comes to this subject? No one? I'd like to wrap up that discussion, and I find that the change to dividend policy has been taken cognizance of. Moving on to agenda item 1F, the determination of the dividend for the 2025 financial year. The distribution of a total dividend of EUR 1.90 per share is proposed. This corresponds to 39.3% of the net profit. On the 7th of August 2025, an amount of EUR 0.74 has already been paid as an interim dividend.
The final dividend of EUR 1.60 per share will be paid on the 5th of May 2026. The profit for the 2025 financial year that remains after the dividend distribution is an amount of EUR 1,660,000,000, and that will be added to retained earnings within equity. Would anyone like the floor on this topic? If not, then I propose that the dividend is set at EUR 1.90 per share. Moving on to item 1G, the proposed discharge of the members of the Executive Board for the performance of their duties in the 2025 financial year. Who would like the floor on this topic? No? Then I propose that you resolve to grant the aforementioned discharge. Then the next agenda, item 1H, that concerns the discharge of the members of the Supervisory Board for the performance of their duties in the 2025 financial year. Who'd like the floor on this topic?
If not, then I propose that you resolve to grant the aforementioned discharge. Continuing with agenda item 2. This concerns the number of authorizations and a proposal to cancel shares. Three of these agenda items are on the agenda every year, and these authorizations are granted annually. The authorization to cancel ordinary shares relates to the company's share buyback program. I will briefly explain the four authorizations together and will then be happy to give you the opportunity to ask questions. Agenda item 2A concerns an authorization to repurchase the company's own shares. Agenda item 2B concerns an authorization to issue shares and rights to shares. Agenda item 2C concerns an authorization to limit or exclude shareholders' preemptive rights.
Agenda item 2D concerns the proposal to resolve, in accordance with the articles of association, to reduce the issued capital of the company by canceling shares held or acquired by the company. The terms and conditions of these authorizations and the proposal have been described in the agenda. Who would like to speak on this subject? No, then I'm going to thank you, and I'm going to end this, well, what could have been a discussion on this subject. I propose to grant the Executive Board the aforementioned authorizations under the conditions as described in explanatory notes to the agenda, in compliance with the law and the articles of association, and to resolve to cancel the shares held by the company. Moving on to agenda item 1G. No, sorry. My apologies. That is in fact agenda item three, the amendment to the remuneration policy for the Executive Board.
I would like to give the floor to the Chair of the remuneration committee, Mr. Lodewijk Hijmans van den Bergh.
Yes. Thank you, Chair. The current remuneration policy for the Executive Board was adopted at the general meeting in 2022 with support of 97.5% of the votes. 24 limited amendments were submitted to the meeting, after which remuneration policy was approved with 97.4% of the votes. We already talked about the updated five-year strategy of Heineken, EverGreen 2030, aimed at accelerating growth, increasing productivity, and making the company future-proof. Against that backdrop, we consider this an appropriate moment to review the remuneration policy on a few points and to align it with the updated strategy. In this review, the four foundations of the remuneration policy served as our familiar reference points. That's support in the company strategy, pay for performance, competitive remuneration, and fair remuneration.
Building on this foundation and in line with EverGreen 2030's emphasis on execution, productivity, and capital discipline, we propose a number of changes to the design of the long-term variable remuneration, as well as several technical clarifications in the remuneration policy. In order to test support for the proposed changes, in October and November 2025, consultations were held with stakeholders. In this context, shareholders representing about 60% of the issued share capital were consulted, as well as institutional proxy advisory firms, including Eumedion, ISS, and Glass Lewis. Their feedback was predominantly positive. Following these consultations, we also proposed to include share ownership guidelines in the remuneration policy. I will come back to this. I would be pleased to further explain the proposed amendments to the remuneration policy. I will go over five points in that context.
First of all, we propose to introduce return on invested capital, also known as ROIC, as a metric within the long-term variable remuneration. This further sharpens the pay for performance principle by explicitly linking remuneration to sustainable long-term value creation and to the EverGreen strategy. ROIC underscores capital efficiency, a core element of the company's strategic Green Diamond framework. By including this metric in the long-term variable remuneration, outcomes for Executive Board members are directly linked to the disciplined use of capital required by the strategy. Moreover, rewarding ROIC over multiple years encourages management to balance growth with profitability and careful capital allocation. This promotes strategic decisions that lead to long-term value creation rather than the pursuit of short-term results. Secondly, we propose to adjust the calculation methodology for earnings per share. Earnings per share, EPS, is an existing metric within the long-term variable remuneration.
We propose to measure it going forward, adjusted for foreign exchange effects. This is common practice among companies that use this metric in a remuneration context. This method minimizes the effects of local currency fluctuations, so that Executive Board members are neither rewarded nor disadvantaged due to exchange rate effects. This change aims to clarify this performance metric and results in a more comparable measure, both versus other years and versus peer companies. Thirdly, we propose to update the definition of the sustainability-related performance metric. Sustainability remains a pillar of the EverGreen 2030 strategy. One of the current performance metrics in the long-term variable remuneration is the percentage of women in senior management. We propose to broaden this definition so that it better reflects both the progress being made and the evolving approach to this topic. The updated definition focuses on talent, inclusion, and belonging.
This broader definition provides flexibility for the future, while the percentage of women in senior management will, for the time being, be maintained as a concrete target. Fourthly, we propose to adjust the weighting of the performance metrics within the long-term variable remuneration. To enable the introduction of the ROIC metric, the weighting of the various performance metrics will be recalibrated with the aim of maintaining alignment with the strategy and of reducing overlap with the short-term variable remuneration. Due to the introduction of ROIC as a capital efficiency metric, we propose to reduce the weighting of free operating cash flow within the long-term variable remuneration from 25% to 15% and to reduce the sustainability component from 25% to 20%. Fifthly, we propose to increase the maximum payout cap of the long-term variable remuneration.
To further emphasize the pay-for-performance principle, we propose to increase the maximum payout level of the long-term variable remuneration from 200% to 250% of target, effective for the long-term variable remuneration over the 2026-2028 period. This higher cap would only apply if management delivers exceptional value-creating performance, aligning remuneration more closely with exceptional shareholder returns. This adjustment does not affect the setting of the current performance targets, but it does provide sufficient headroom to reward exceptional performance and as such, supports both the pay-for-performance principle and the competitiveness of the long-term variable remuneration in the international context in which Executive Board members are recruited. During our discussions with stakeholders, formalizing share ownership guidelines, I already mentioned these, in the remuneration policy was a frequently expressed wish. In response, we propose to include these guidelines in the 2026 remuneration policy.
We propose that members of the Executive Board are subject to a minimum shareholding requirement. For the CEO, this requirement is 400% of annual base salary and for the CFO, 300%. Until this requirement is met, members of the Executive Board are required to retain all net shares resulting from remuneration arrangements. They are, however, not required to purchase additional shares in the market. In addition, as part of this review of the remuneration policy, we propose the following technical clarifications. I'll briefly mention them. First, we propose to introduce categories for performance metrics within the short-term variable remuneration. To support effective implementation of the EverGreen 2030 strategy in a dynamic operating environment, we propose to work with a structured menu of performance metrics per category. To wit, one, financial, including, but not limited to, profit, earnings per share, revenue, cash flows, working capital, debt, and similar metrics. Two, operational.
Indicators of operational performance and excellence. Three, individual leadership. Performance criteria relating to leadership, strategic objectives, sustainability objectives, and other non-financial or financial metrics. This principled yet flexible framework ensures that remuneration metrics remain relevant and aligned with priorities and changing macroeconomic circumstances, while also maintaining transparency and market practice. The specific targets for the short-term variable remuneration and their annual weighting will continue to be explained in advance in the remuneration report. Second, we propose to adjust the wording regarding the so-called peer group. Let me start by saying that we are not proposing to change the group of comparable companies. However, in order to ensure a competitive remuneration aligned with market practices for the Executive Board, a more flexible approach is proposed to managing the peer group.
This gives the Supervisory Board the ability to adjust this group if, for example, a company is delisted, a merger occurs, another corporate transaction takes place, or if there are changes in the activities or competitive characteristics of the relevant companies in the peer group. Such adjustments will be aimed at keeping the peer group appropriate and relevant throughout the term of the remuneration policy, with the rationale always being explained in the remuneration report. Third, and as the last point, we propose to clarify the wording regarding pensions. To attract and retain international talent, while at the same time maintaining market-aligned pension arrangement that comply with laws and regulations, Supervisory Board proposes that the level of the pension allowance may be adjusted from year to year. This change is aimed at introducing sufficient flexibility to align pension arrangement with common practice in the local market.
This approach balances competitiveness and regulatory compliance across different jurisdictions and ensures that pension arrangements remain appropriate throughout the term of the remuneration policy. That was it, Chair.
All right. Thank you. Lodewijk.
A long but very clear explanation. Who may I give the floor to? [Mr. Wevers, VMB].
Thank you, Chair. It is good that you had that talk with all parties about the remuneration policy. We actually were positive, because the ROIC that we proposed every year, that it was now in the end included in the long-term incentive plan. Thank you for that. I think it's a prerequisite for a solid remuneration policy with a company like Heineken, because it's capital intensive, and that character is very important for Heineken. However, it is only 15%. The ROIC is included for that percentage in the total package, which is quite limited. As far as [VMB] is concerned, the ROIC could have more emphasis. Would you recognize that the focus had drifted off a bit from capital efficiency, and are you willing to increase the weight of the ROIC?
That was the good news, but now the bad news maybe. The ceiling or cap to LTI, so the maximum is increased from 200% to 250%. You say that this is necessary to be able to reward exceptional performance. What problem will you solve with that? Because nobody ever got to the 200%, so it's also significant. Why are we doing this? Can you convince us that we should agree to the new cap of 250%? Can you guarantee us that this is indeed better remuneration and not just more money for an Executive Board? Okay, you explained that you want more flexibility for the short-term incentives and that the peer group needs to be adjusted. I don't believe that anybody's going to be delisted here, but nevertheless, how can you include us in that decision?
It is easy for a remuneration committee to come to us and to consult us. I would like to suggest that. One thing surprised us, and I would like to hear from you, Mr. Hijmans van den Bergh . When it comes to the remuneration policy, it is the retention award. It was a surprise to us for Mr. van den Broek. Does that really fit within the policy? Because we have some question marks. Isn't it peculiar? Last year we adopted the conditions for Mr. van den Broek, so the discretionary power of the supervisory board to just do that, and it's our money, so it surprised us. I'd like a response from you, like a comment, whether you believe that it fits with that better remuneration policy.
Would you like to take that?
Yes. Thank you for your questions. First question, ROIC. Thank you.
I think we agree on that particular topic, and I think it's just a very good thing. It became very clear that this is a very fitting item within the Green Diamond. Basically, it was the missing piece of the puzzle. Not that we were ignoring it, but. I'd like to add to that, such a remuneration policy doesn't change overnight. There are some expectations internally. For us, as a Supervisory Board and Remuneration Committee, it was crystal clear that if we look at the new continued strategy, EverGreen 2030, that this was very good match. We are very happy with your report. The weight of ROIC in it, you can have a debate. For us, for now, the 15% is the right percentage, and obviously we will monitor that.
We always closely monitor that, and we might adjust it in the future, but let's get started first, and it seems a good beginning. Your second question, 250%. Well, it's just we're optimistic. You say nobody ever made the 200%, but we do hope that someone makes it, and the method we apply is, as far as we are concerned, a win-win situation. I know that I have to speak Dutch, but it's the same in Dutch, a win-win situation. If you look at the total package, and that is what we do for the members of the Executive Board, then we focus on the median of our peer group. That is the starting point. If you look at the median, then we are doing well, and we are moving closer and closer. We took the right steps for that.
When it comes to the base salary, as well. Base plus STI. If you look at LTI, so the total package, both base plus cash bonus plus shares, we see that we are lagging behind enormously. If you wish to bridge that gap, there's several options. The simple option is we will increase base salary and then everything will increase automatically, but that is not in line with our remuneration principle. I've mentioned the principles, and one important one is pay for performance. We don't only want to do it in the base salary. If you perform exceptionally, we want to have a stretch in the LTI, because then you can look at the total picture, and then you get close to that median, but you have to perform for that. You have to make those goals.
If you do, it is good for the company, it is good for the members of the Executive Board, but it's exceptionally good for the shareholders. It's a win-win-win. Your third question, the peer group itself. This is a very technical point. This is not about us wanting to change the peer group. We don't want to change anything about us, but it can always happen, during the ride, and the ride is three years, that something happens with one of the members of the peer group, and then we believe that we need to have that option to be able to adjust. Give you an example. It was announced that Unilever possibly will sell off its food business.
We haven't even talked about it as a Supervisory Board, and I don't know what's going to happen, but you could imagine that something like this, or if two parties were to merge, would be a change in the peer group. It's a technical change. We would obviously be held accountable for any change, but we do feel that this is part of the discretionary power of the Supervisory Board. Your last question about the retention bonus, right? To come back to that, I believe that this is fully in line with our Remuneration Policy. Our Remuneration Policy has a derogation clause. Under certain circumstances, we are allowed to deviate. Let me be very clear, this is something that you do in exceptional circumstances and cases. Both the law and our own policy have requirements to that.
We believe, and obviously we looked at that in great detail, and we looked at the situation, and it is an exceptional situation in a time of transformation and international turmoil. We want to have a stable company and also be able to continue the EverGreen strategy. It's for the utmost importance for you as a shareholder, too. In that situation and context, if we only have one member of, not the Supervisory Board, but one member of the Executive Board, that we felt a retention bonus was the right thing to do. There's many options that you could consider. Again, we have said it's a performance bonus. We're not giving away money. We're not giving away another base salary. No. Within the context and structure of our remuneration policy, more specifically, the STI. The short term. It's a cash bonus that is fully dependent on performance.
It can be paid, but if performance lags behind, it could be zero. That's a long answer maybe, but it's for the utmost importance for us and in the importance of the company as well, but we have to be realistic, and that is why we chose the wording we chose. If I may add one last thing, this will only become relevant in the remuneration report next year, but for the sake of transparency that we talked about already, we decided to already get ahead of ourselves and report it today.
If I may respond very briefly. First of all, the peer group, by the way, you have explained it very clearly, so thank you for that. If it is a technical change, then obviously you have our consent. It's not all that concerning, and your example is very telling.
A Unilever that is not the same Unilever, you need to change that. There's one other thing. Companies performing exceptionally well because of a takeover, for example, a bid with a high premium, they are also taken out of the equation because it's not an organically functioning company anymore. That is where it will hurt because it will work against us and in the favor of the Executive Board. If it's purely technical, we have a lot of understanding for that, but please do not surprise us by taking out certain players because they did exceptionally well, or there is something exceptional with the valuation of the company. If we can come to an agreement on that, we fully agree. Then the retention bonus, again, it's about a real person. I wouldn't ever say that Mr. Van den Broek would be undeserving of it.
He's not. I know that a remuneration package is sensitive when it comes to share price. The friendly request is to have an addendum with the agreement that you agreed on to make it transparent as to what exactly was agreed on. Our Harold, what will he be motivated by this year? If we benefit from that, then obviously he may benefit from that. Please provide some insight. What is it? It is an adjustment to what we agreed on. I think we require some more insight.
As far as your second question goes, the first point we fully understand. It's definitely a technical thing. It's not about anything else. Should that happen, by the way, suppose one peer group member performs outstandingly, then obviously the Supervisory Board always has the option to deviate from that if it's unreasonable, but that's a different subject.
This really seems to be a technical issue, and I'm happy that we agree. Second thing, I don't think it will do or affect the share price. It's not some sensitive element for us. But obviously, we will fully explain it next year, even though we don't think it'll have an impact on share price, and we want to be transparent, and this is why we explained it the way we did prematurely, basically.
Thank you, Lodewijk. You have been waiting for a while over there. Thank you. Floor is yours.
I have a follow-up question. On behalf of VBDO, I expressed my concern with the new EverGreen 2030, that sustainability was not mentioned explicitly in it, and the answer was, yes, but it was all guaranteed in the remuneration policy. Now you tell me that it goes back from 25%-20%, so how does that add up?
I completely understand your question. I think it is still very much embedded, even with this percentage, in the remuneration policy, and it's also very much embedded in what the company is doing. Obviously, we, as a Supervisory Board, monitor all of that. We had an S&R committee, and we talked about it extensively. At the same time, we also want to introduce ROIC, and then you have to make choices, don't you? 100% is 100%. You can't change that. So what are we looking at then? How do you weigh all these different components? We decided to review and reduce 25%-20%, which is still high in comparison to other companies. Please do not worry that it would mean that we take no interest whatsoever in Brew a Better World.
Obviously, yes, 20% is still significant, but one thing did not really add up with the other. That was just it. Thank you.
[Mr. Spanjer].
Yes, Mr. Wennink. I have one question. In the presentation, you said the members of the Executive Board will have to have 400% of their base salary in shares. Now, when we will have a new CEO, but he cannot buy them on the stock exchange. If we have a new CEO, it's a mystery to me, will he ever get the 400%? Is it magic? Will he pull it out of a high hat? I don't really understand. That's one. In your shortlist, you must have talked to some people. Was this addressed in the shortlist, shortlisted candidates? Will there be an outgoing call to those on the shortlist like, "Look, guys and girls, this is an option.
This is how you can do it." How should I understand this?
The answer is very simple to your first question. It builds. A new executive doesn't have to buy, but in the context of the remuneration policy, when such executive receives shares, then there's only one option for the new CEO. Again, we have restrictions, and it's long-term. Until you have fully filled your container of 400% of your base salary, you cannot do anything with those shares. It's the reverse. Answer to question two, the Chair has already explained where we are in the process, and I have nothing to add to that when it comes to candidates and interviews.
Yes, but this is a proposal to the meeting. Have you known this for a longer time? Did you weigh it in the list of candidates?
We have to vote for it or against it. Why did you include it? Can you be more specific as to what we should have weighed, 400% in the shortlist?
Well, the answer is, in the context of looking for a new CEO, this is not a crucial or pivotal item. This is known. It's public knowledge for the market. Anybody interested in Heineken was able to read, and they will have read it. Thank you.
Fine. Is there anybody else who wants to take the floor? Ladies and gentlemen, we will now proceed to the vote on the amendment to the remuneration policy for the Executive Board. You have the opportunity to take your vote, and the results will be published later on. Brings us to Item 4A, which is the composition of the Supervisory Board, the reappointment of members of our Supervisory Board.
First, the reappointment of Pamela Mars-Wright as a member of the Supervisory Board. Reappointment of Ms. Mars-Wright as a member of Supervisory Board, effective today for a period of two years. We propose to reappoint Ms. Mars-Wright due to her broad strategic and commercial expertise in the fast-moving consumer goods industry or sector, various other industries, and her experience within family-owned businesses. Ms. Mars-Wright also has extensive knowledge and experience in the areas of marketing, innovation, and sustainability. Over the past 10 years, she has made a valuable contribution to the Supervisory Board, which expects to continue to benefit from her broad experience in the future. Subject to her reappointment, Ms. Mars-Wright will continue to serve as a member of both the Selection and Appointment Committee or Recruitment, and that's important today, and also the Sustainability Committee.
May I give anyone the floor regarding the proposed reappointment of Ms. Mars-Wright? Nobody? I propose that you resolve to reappoint Ms. Mars-Wright as a member of the Supervisory Board for a period of two years. We go to agenda item 4B, which is the reappointment of Ms. Helmes as a member of the Supervisory Board, starting today for a period of two years. We propose to reappoint Ms. Helmes in view of her broad financial experience, her knowledge of Dutch corporate governance, and her many years of valuable contributions and experience as Chair of the Audit Committee. Over the past eight years, Ms. Helmes has made valuable contributions to the Supervisory Board, and we expect to continue to build on her knowledge and experience in the coming two years.
Subject to her reappointment, Ms. Helmes will continue to serve as Chair of the Audit Committee and as a member of the Remuneration Committee. May I give anyone the floor regarding the proposed reappointment? No. I therefore propose that you resolve to reappoint Ms. Helmes as a member of the Supervisory Board for a period of two years.
That takes us to the last topic of the meeting, which is the reappointment of the external auditor, KPMG Accountants N.V. I will briefly explain these two agenda items together and will then give you the opportunity to ask questions. Agenda item 5A concerns the reappointment of KPMG Accountants N.V. as external auditor for financial reporting for the 2027 financial year. KPMG was appointed at the 2025 annual general meeting for the audit in respect of the 2026 financial year. The company has evaluated KPMG's work as external auditor for financial reporting. In light of the positive outcome of this evaluation, the Supervisory Board, at the recommendation of the Audit Committee, proposes to reappoint KPMG as external auditor for financial reporting for the 2027 financial year. Agenda item 5B, that concerns the reappointment of KPMG as external auditor for the sustainability reporting for the 2027 financial year.
KPMG was appointed at the 2025 annual general meeting for the assurance engagement in respect of the 2025 and 2026 financial years. The company has also evaluated KPMG's work as external auditor for sustainability reporting. In light of the positive outcome of that evaluation as well, and pending the implementation of the Corporate Sustainability Reporting Directive, CSRD, in Dutch law, the Supervisory Board, at the recommendation of, again, the Audit Committee, proposes to appoint KPMG as external auditor for sustainability reporting for the 2027 financial year. Would anyone like the floor with regards to these proposed reappointments? No. All right, well then, ladies and gentlemen, thank you for your input. This brings us to the end of the substantive discussion at this AGM. Now, if you have not yet done so, I would kindly, but urgently, invite you to cast your vote for the final agenda items.
Voting will close in one minute. If you've not yet voted, please vote now. In the meantime, I would like to give the floor to Notary van Agt to indicate the number of persons present and the number of votes that can be cast. Notary.
Yes. Thank you. The attendance list shows that 62 shareholders are present, and then 18 shareholders are represented in the room. Via the Internet, 4,066 shareholders have voted. In total, 4,146 shareholders together constitute 1,532,000 and some shares, entitled to cast as many votes. 95.3% of the issued capital has been represented. Also, there's various people attending this meeting just to listen in.
I understand that the vote has now been closed. Notary van Agt is working to determine the outcome of that vote.
Before we move to the voting outcomes, I would like, in your presence as shareholders, to address our CEO, Dolf van den Brink. It may feel somewhat strange that it is now because you will remain as CEO until the 31st of May, and even after that, we'll be able to continue to rely on your broad knowledge and experience into early next year in your role as Strategic Advisor. The Supervisory Board will, in due course, appropriately mark your exit, and that moment will also come within the organization. Today is your last general meeting of shareholders as CEO of Heineken. For that very reason, I would like to take this moment in the presence of our shareholders to acknowledge your exceptional commitment and leadership throughout a very rich 28-year career at Heineken, and in particular, the past six years as CEO.
Over nearly three decades, you have served Heineken in many capacities. Your career took you all over the world, from Bunnik to Congo, from Mexico to New York, and in the end, from Singapore to Amsterdam. Whatever role you fulfilled, it was always characterized by a sharp eye for people, for brands, and results. What always stood out was your genuine involvement with people. Wherever you worked, you managed, curious, attentive, and with respect for others, to connect in a wide range of contexts, always supported by a deep understanding of the business, the local context, and broader global developments.
That people-centered approach is typical of you, not only as CEO but also as a person, and we see that reflected in the culture of this company, which you have helped shape in a very tangible way, and in particular, the openness and engagement that we also see in the employee satisfaction surveys. You have fully applied your international experience and broad perspective to further strengthen Heineken, particularly in the EverGreen strategy set out under your leadership, and this has laid a foundation for the sustainable future of this wonderful company. All of this in a period of what I think is unprecedented volatility. Against that backdrop, during your term as CEO, you stayed the course, where that was necessary, and often it was necessary. You brought calm where possible, always with Heineken's long-term interests in mind.
As the Supervisory Board, we look back on our collaboration with great appreciation and gratitude. We're very grateful for your involvement, your transparency, your dedication to the company and its stakeholders. Dolf, on behalf of the Supervisory Board, I would like to very much thank you for everything you've done to Heineken, everything you've meant to the company, and we wish you also, on behalf of our shareholders, all the very best for the future. Thank you very much. By now, Notary van Agt has had the opportunity to determine the voting results, and I propose we now take a look at them. In view of the time, I will restrict myself to mentioning the percentage of votes with which the relevant agenda item was adopted. The other details are shown on the slide behind me, and they will also be made available on the company's website.
I note that 1C, the remuneration report, was adopted with 96.57% of the votes. The voting result is advisory, and the outcome will be taken into consideration when the remuneration policy is evaluated. 1D, the resolution to adopt the financial statements for 2025, has been adopted with 100% of the votes. 1F, the dividend proposal was adopted with 99.98% of the votes. Now we will look at the next voting results. I note that 1G, with 98.55% of the vote, discharge was granted to the members of the Executive Board who served on the Executive Board in 2025 in respect of the performance of their duties in the 2025 financial year.
1H, with 98.54% of the votes, discharge was granted to the members of the Supervisory Board who served on that board in 2025 in respect of the supervision of the management conducted in the 2025 financial year. Next, the voting results for the authorisations and the proposal to cancel shares. I note that 2A, with 99.79% of the votes, it was resolved to grant the authorisation to repurchase own shares. 2B, with 99.88% of the votes, it was resolved to grant the authorisation to issue shares. 2C, with 99.27% of the votes, it was resolved to grant the authorisation to limit or exclude shareholders' preemptive rights. 2D, with 99.97% of the vote, it was resolved to cancel ordinary shares. Next, agenda item three, the proposed amendment to the remuneration policy for the Executive Board.
I note that with 97.47% of the vote, it was resolved to amend the remuneration policy for the Executive Board. Then the proposed reappointments for Ms. Mars-Wright and Ms. Helmes. I find that for 4A, with 98.65% of the vote, it was resolved to reappoint Ms. Mars-Wright, and 4B with 99.34% of the votes, it was resolved to reappoint Ms. Helmes. Congratulations, Pamela, Marion. We are pleased that we can continue to rely on your knowledge and experience. Moving on to the final voting results relating to the proposed reappointment of KPMG. I note that 5A, with 99.96% of the votes, it was resolved to reappoint KPMG as external auditor for financial reporting for the 2027 financial year. 5B, with 99.93% of the votes, it was resolved to appoint KPMG as external auditor for sustainability reporting for the 2027 financial year.
Mr. van Delden, Mr. Prim, we again look forward to continuing our good collaboration also for the next audit. Thank you. With that, ladies and gentlemen, we've reached the end of this meeting. I want to thank you for your attendance, and I would also like to thank those watching via the live stream, and I hope to see you again next year. I hereby close the meeting at 4:41 P.M. Our Corporate Secretary, Marlou van der Braak, has a few final announcements for you. Marlou.
Yes. Thank you, Peter. Ladies and gentlemen, the annual general meeting of shareholders of Heineken Holding will start 10 minutes from now in this hall. Shareholders of Heineken N.V. can hand in the mobile phones made available to them at the exit. As is customary, we are pleased to invite you for drinks.
Shareholders of Heineken Holding N.V. can keep the mobile phones made available to them until after the meeting of Heineken Holding. However, it is important that you first log out. You should then log in again using the login details listed on the voting card for the Annual General Meeting of shareholders of Heineken Holding N.V. Thank you very much for being here, and I wish you a very pleasant evening.