Ladies and gentlemen, good afternoon. I open this extraordinary general meeting of shareholders of Heineken N.V. at 2:00 P.M. or just before 2:00 P.M. I warmly welcome you all, and I'm delighted to receive you today at the beautiful Heineken Experience. I would also like to extend a welcome to the shareholders of Heineken Holding N.V. who are attending this meeting as observers. Joining me on the podium are our Chief Financial Officer and currently the sole member of the Executive Board and representing the business, Harold van den Broek. Lodewijk Hijmans van den Bergh, the Chair of the Remuneration Committee, and Michel and Alexander de Carvalho, both members of the Selection and Appointment Committee. My name is Peter Wennink, and in my capacity as Chair of the Supervisory Board, it falls to me to chair this meeting and ensure that it proceeds in an orderly manner.
In that respect, you will notice one change compared to our practice to date. The language of this meeting will be in English. We believe that- Can I finish, Mr. Stevense? I will do the introduction, and you will have a lot of time to ask questions and to make comments, so I would like to finish my introduction, please. Thank you.
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You'll be able to make a remark about this later.
We believe that English best enables us to engage with our increasingly international shareholder base and stakeholders. It allows all participants to follow the proceedings directly and supports an open and a transparent dialogue. Today's meeting also illustrates this development. The nomination of Mr. Rafael Oliveira as a member of the Executive Board reflects the international nature of our company. Mr. Oliveira doesn't speak Dutch, and the same applies to the majority of our Supervisory Board.
This is not by design, but a natural consequence of Heineken's increasingly international expansion. While Heineken is proud of its Dutch heritage and remains firmly rooted in the Netherlands, we operate globally and are governed by boards that reflect that reality. We therefore believe that conducting our general meeting in English appropriately balances Heineken's Dutch roots with its position as a global company and supports also an effective dialogue with all shareholders and stakeholders. This meeting is also attended by civil law notary, Mr. van Agt of Loyens & Loeff N.V., who will oversee the voting process. The resolution adopted today and the voting results will be published on the company's website tomorrow. The minutes of this meeting will be available via the website within three months. Finally, I would like to note that representatives of the press are also present at today's meeting.
I would first like to cover a few housekeeping matters. First of all, I kindly ask you to put your mobile phones on silent mode. However, please do not switch them to airplane mode, as this will prevent you from casting your vote. To protect the privacy of your fellow shareholders, photography and video recording during the meeting are not permitted. Simultaneous English/Dutch and Dutch/English interpretation is available throughout this meeting. You may access this service via Channel 2 on the headsets provided. Questions asked in Dutch will be answered in English and translated simultaneously. Shareholders who are hard of hearing may also use the headsets, which are available on Channel 1. This meeting is being broadcast via webcast. I would therefore also like to extend a warm welcome to everyone following the meeting online.
Following the introduction of this voting method at the annual general meeting in April, you will once again be able to cast your vote during this extraordinary general meeting using either your own mobile phone or a device made available by the company. Finally, I appreciate highlighting that this meeting is not about the half-year results that were published and addressed this morning. In consequence, we will not elaborate on financial results nor answer questions in that regard. With those practical matters addressed, I will now turn to the formal business of the meeting, and I hereby establish that, one, all formalities required by law and the articles of association in respect of convening this meeting have been duly observed. Two, accordingly, valid resolutions may be adopted on all matters, including in the agenda of this meeting.
The company has provided shareholders with the opportunity to submit voting instructions electronically in advance of this meeting, and a number of shareholders have made use of this facility. Once the verification process has been completed, our civil law notary, Mr van Agt, will inform us of the number of shareholders present or represented, the percentage of the issued share capital represented at this meeting, and the total number of votes that may be cast. Having addressed these formalities, I would now like to briefly explain the procedures for questions and comments. Shareholders of Heineken N.V. are entitled to ask questions during the meeting. If you wish to address the meeting, please use one of the microphones available in the room. You may do so in either Dutch or English. Questions asked in Dutch will be answered in English and translated simultaneously.
Once I have given you the floor, please state your name. If you're speaking on behalf of a shareholder, I would also ask you to indicate which shareholder you represent. I kindly ask that questions be brief and focused so that we can ensure everyone has an opportunity to participate. Should circumstances require it, I reserve the right to limit speaking time in the interest of the orderly conduct of the meeting. Questions may be addressed to me, and I will indicate who will respond to each question. I would now like to ask the company secretary of Heineken N.V., Marlou van de Braak, to explain the voting procedures for this meeting. Marlou, please go ahead.
Thank you, Peter. As just explained, you may use either your mobile phone or the device made available to you upon registration to cast your vote. Upon arrival, you received a voting card, and that card contains the following instructions for casting your vote. Please navigate to lumiconnect.com. That is without the www in front, and you can either enter the address directly in your browser or scan the QR code on your voting card using the camera on your mobile phone. You will then be asked to enter the meeting ID, and that meeting ID can be found on the registration sticker in the top right-hand corner of your voting card. Once you've entered the meeting ID, please select Join Meeting. You'll then be prompted to log in using your username and password.
Also those details can be found on the registration sticker in the top right-hand corner of your voting card. If you have logged in successfully, a welcome message will appear on your screen. Should you experience any difficulties, please raise your hand and somebody in the room will be happy to assist you. There is ample time to do this. You only need to be logged in before the voting opens following the discussion of today's sole agenda item. We will remind you of this at the appropriate time.
Thank you, Marlou. This concludes the introductory remarks and practical matters. I will now turn to the only agenda item for this afternoon, which is the appointment of Mr. Rafael Oliveira as a member of the Executive Board with effect from the 1st of October 2026 until the close of the annual general meeting to be held in April 2030. I would first like to briefly walk you through the selection process and provide a short introduction. Following that, I will invite the Chair of the Remuneration Committee, Mr. Hijmans van den Berg, to address the meeting. I will then give Rafael the opportunity to introduce himself. After these introductions, there will of course be an opportunity to address questions to Mr. Hijmans van den Berg and myself.
Ladies and gentlemen, before I introduce Mr. Oliveira more fully, I would now like to briefly describe the process that led the Supervisory Board to make this nomination. Nominating a Chief Executive Officer is one of the Supervisory Board's most important responsibilities. We therefore ran a rigorous, objective, and fair process with one clear aim, to identify the best possible leader for Heineken's next phase. Within the Supervisory Board, the process was delegated to the Selection and Appointment Committee. The wider Supervisory Board has been informed on the progress of the selection process on a regular basis and was involved in interim discussions. The process started with a CEO success profile developed specifically for Heineken.
It reflected the strategic context and the mission for the next CEO to accelerate EverGreen 2030, to drive superior and balanced profitable growth, strengthen productivity, and build a faster, simpler, and more future-fit company. It also defined the leadership needed, strategic agility, disciplined execution, resilience, stakeholder leadership, and respect for Heineken's values. To bring external expertise and objectivity, the Supervisory Board appointed Russell Reynolds as its search partner following a rigorous selection process. They supported a disciplined process covering both external and internal candidates assessed consistently against the agreed success profile. The external search included a broad market review across relevant international sectors. Candidates were assessed on experience, track record, leadership, strategic judgment, scale, cultural fit, and readiness for Heineken. This led to a shortlist reviewed through structured interviews and comparable evaluations. The internal process was managed with the same care and objectivity.
Internal candidates were briefed on the success profile, assessed against the same criteria, and benchmarked against the external market. They also participated in a customized leadership immersion for support, for reflection, and for leadership development. For shortlisted candidates, the committee carried out further due diligence, including independent reference work. This gave the committee a rounded view of each candidate's track record, leadership, values, and value creation potential. Taken together, this gave the committee a strong evidence base, a clear success profile, a broad external search, a disciplined internal process, structured interviews, comparable assessments, candidate support, and independent referencing. Throughout the process, particular attention was paid to ensuring continuity and stability for the company. In that context, the committee and the Supervisory Board engaged closely with Mr. van den Broek, who has been fully supportive of both the process and its outcome.
The executive team is likewise supportive of the appointment of Mr. Oliveira and is looking forward to working together. As previously communicated, Mr. van den Brink will remain available in an advisory capacity until early 2027, providing valuable continuity and supporting Mr. Oliveira during his onboarding. Together, these arrangements provide a strong foundation for a smooth and orderly leadership transition. On that basis, the Supervisory Board, upon recommendation of the Selection and Appointment Committee, unanimously concluded that Mr. Rafael Oliveira is the right leader to take Heineken forward. He brings the strategic clarity, international consumer goods experience, performance orientation, capital markets understanding, and leadership required for the company's next phase. Subject to his appointment as a member of the Executive Board, Mr. Oliveira will be appointed as Chair of the Executive Board and Chief Executive Officer of Heineken N.V.
I would now like to invite Mr. Lodewijk Hijmans van den Bergh, Chair of the Remuneration Committee, to address the meeting. Lodewijk, if you want.
Thank you. Good afternoon, and thank you, Peter. That's even better. I'll try again. Good afternoon. Thank you, Peter. I would like to make some brief remarks on the compensation package for Mr. Oliveira. The remuneration for the Executive Board is grounded in our remuneration principles: support a business strategy, pay for performance, pay competitively, pay fairly, and it is designed to support the sustainable growth of our organization. We have taken this into consideration when creating the overall compensation package and the buyout award for Mr. Oliveira. At Heineken, we set target remuneration to be competitive with other relevant multinational corporations of similar size and complexity. Based on Heineken's labor market peer group benchmark, which comprises 14 major multinationals, there are different pay mix arrangements among management fee, STI, and LTI for the Executive Board. Therefore, we focus on the position of total target remuneration.
The total target remuneration for Mr. Oliveira, including management fee, STI, and LTI, is at the medium of our peer group benchmark. It is in line with the current Executive Board remuneration policy for the CEO role. All incentive plans, including short-term plan, long-term plan, and matching share plan applicable to Mr. Oliveira, are fully aligned with 2026 Executive Board remuneration policy without deviation. In 2026, Mr. Oliveira will be eligible to participate in both prorated STI and LTI per start date aligned with our EB remuneration policy. The payout will be based on actual performance to be disclosed in our remuneration report. The newly included policy item on minimum share ownership guidelines, as approved during the 2026 AGM, will also be applicable to Mr. Oliveira. The shareholding requirement of 400% of management fee must be built up through retention of after-tax vested shares from incentive plans.
Until this requirement is met, Mr. Oliveira must retain all net of tax shares that vest from both the regular STI and LTI program. The buyout shares that will be delivered to Mr. Oliveira shall not count towards the minimum share ownership requirement. Mr. Oliveira will be entitled to the 18% non-qualified cash pension contribution that is consistent with the pension allowance framework applicable to EB members. The 18% is consistent with what Heineken has historically applied to the CEO role. He will also receive standard insurance offering, including life insurance, medical insurance, and D&O insurance. Standard benefits include holiday entitlement and company car transportation arrangements. The Supervisory Board, upon recommendation of the Remuneration Committee, has applied new hire policy to determine the buyout award.
The policy explicitly permits Heineken to buyout awards or other lost compensation which a candidate held prior to joining Heineken, but which lapsed upon leaving their previous employer. The buyout award of 346,300 shares is to buyout awards Mr. Oliveira received from his previous employer that will lapse upon joining Heineken. To this end, the Remuneration Committee conducted a thorough review of Mr. Oliveira's previous remuneration package, which consisted of both public and non-public information. There are, in total, three invested long-term incentive awards from his previous employer. Two of these awards were granted in April 2026 and have been included in the relevant SEC notification. A third award was made with an expected grant date in 2027. Accordingly, this award was not yet included in the relevant SEC notification.
The Heineken N.V. shares in our buyout award have taken into consideration all three plans with a vesting schedule which is the same as in the plans of his previous employer. The buyout award will be vested in five tranches, starting from April 2027 to April 2031, spanning the full initial appointment term and extending to April 2031, which is subject to Mr. Oliveira's reappointment at the 2030 AGM. All tranches are subject to the condition that he's both a member of the executive board and the Chair CEO on the relevant vesting dates. The five-year holding restriction will also apply to the buyout award. All shares, regardless of when they vest across the five tranches, are subject to the same holding restriction until five years from the grant date. The rationale for the buyout will be disclosed in the 2026 remuneration report, as required by our remuneration policy.
I would already like to note the following on the details of the buyout award. Firstly, the buyout award will be presented as a non-recurring arrangement in the 2026 remuneration report. It will not be counted as a structural recurring annual pay component for Mr. Oliveira. Secondly, the buyout award is provided in the form of restricted stock units, which are not subject to performance conditions in the same way as our long-term incentive plan. That said, the restricted stock units are closely linked with the performance of the Heineken N.V. share price and consequently, the performance of our business. Finally, thirdly, as said, vesting of the buyout shares is conditional on Mr. Oliveira being both a member of the Executive Board and serving as Chair CEO on each relevant vesting date.
If his appointment ends before a particular vesting date and departure does not meet the service condition, those unvested tranches lapse immediately and without compensation for whatever cause or reason prior to the relevant vesting dates. In conclusion, ladies and gentlemen, after careful assessment, the Supervisory Board is satisfied that both the overall remuneration package and the buyout award are in line with Heineken's Executive Board policy and support the long-term sustainable growth of the company. Peter.
Thank you, Lodewijk. Before I invite questions from shareholders, I would like to give Rafael the opportunity to introduce himself. Rafa, the floor is yours, please.
Thank you. Good afternoon, thank you, Peter, Lodewijk, Michel, and Alexander, the whole Supervisory Board for the trust, for inviting me to join this company, all the shareholders for being here today as well. It's a real honor, a privilege. I feel very excited and humble about this opportunity to come join such an iconic, global Dutch company. It's a real opportunity that I'm sure I'm going to work hard to do the best I can to take this company to even higher levels. A brief note about myself. I'm Brazilian originally. I left Brazil 24 years ago. I've lived in 10 different cities, eight countries, six different continents. So although Brazilian in the DNA, I really consider myself a global citizen. Had three kids on the way, so three teenagers today. They live in London. I started my career in finance.
Had about 16 years in finance across the globe doing transactions, deals, and dealing with people in multiple locations. About 13 years ago, I joined the consumer goods environment, a food company, Heinz, where I started learning about brands and about consumers. The last two years, I was running JDE Peet's, another iconic Dutch company, owner of Douwe Egberts, which was a very short but great journey. I'm very proud of, first of all, the return that we gave to the shareholders, doubling the size of the company in nine months, and that's the measurable and easy return to see. Frankly, even more important and even more excited, I'm proud of reigniting the company and bringing really a lot of agility, new innovation, and bringing the company to the new levels.
The excitement that you see in the company and the brands of the company today are really different, and frankly, that drives me a lot more than the financial results, which are also very important. That drives me a lot more. You're going to see as you work and see me more often here, I have experience with finance, with brands, as I said, consumers. I understand a bit of supply chain. Frankly, what defines me is my passion for people. It's what really drives me. I'm really looking forward to work with the 90,000 colleagues that I'll have with Heineken to work together because that's really what I believe we're going to make this company even greater. I'm very passionate about that.
You're going to see that I'm proud of one of my values being openness and transparency. I hope you're going to see this in the future. I'm really looking forward to work to all shareholders, not only the supervisory board, of course, together, the Heineken family, but all shareholders, being transparent and open about every step, what we are doing, the challenges we are facing, the opportunities we are facing, and every step of the way, the paths that we are deciding to take. You can count on me for this transparency, for this openness, and I count on all shareholders for the trust and to give us feedback. Let us know what you're thinking because this is really a collective of minds that can drive this a lot more. With that, thanks again for the opportunity.
I'm looking forward to work with each one of you. May the future be brilliant. Thank you.
Thank you, Rafa. We're as excited as you are. Thank you. I would now like to open the floor for questions and comments regarding the proposed appointment of Mr. Oliveira. Questions? Yes. Mr. Stevense has a question. Mr. Monkau also. Mr. Stevense put up his hand first. Mr. Monkau, if you just have one sec, and Mr. Jorna also. I will come to you in that order. Thank you very much. Do we have a microphone or should people stand up and go to the microphone? I think unfortunately, we have to stand up because we have microphones over there, Mr. Stevense. Next to Mr. Jorna.
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Thank you, Chair. Stevense, Stichting Rechtsbescherming Beleggers, Legal Protection Foundation for Investors. I've already made this known that we don't agree that the meeting is in English. There's a Dutch company listed on the Dutch stock market. We are of the opinion that the meeting should be conducted in Dutch. You gave an extensive introduction
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You said a lot of things already about the whole process. Mr. Oliveira has already said why he thinks he is the right person for this job. What we were missing, let me just see, because this is something new for us. Mr. Oliveira, did he do a personality test or a capacity test? Did he have to do one? Did anyone actually look at that? Did they look at his reflection on his own personality test?
That is what we were missing from what you were saying previously. Then that it's just one agenda item, both the appointment and the remuneration. We don't agree with that either. After consultation, we've decided, and we'll come to this, to abstain just because those two have been linked. You know in advance that these kind of people don't come cheap. The EUR 25 million in shares, I mean, the value of them, that has been divided up into five years or tranches, as you were already saying, and we're now appointing him up to 2030. What we mostly missed there is a link with the share price. Since the expectations haven't quite been what we thought they were, and the share price is no longer going up. If that turns out to be the case, then the shareholders lose out.
We would have liked to see a link made between the two. The EUR 25 million in shares, we did think that was quite disproportionate. We would have liked to get some answers on that score as well. These were our questions for the moment. Thank you, Chair.
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Yes. Thank you, Mr. Stevense. That last question about the share buy-out, I will hand over to my colleague. With regards to the process, yes, a part of the process is the test that you referenced, the personality test, and the people's reflection on that. It is not just that what we've done. We also extensively did a reference review, which goes well beyond what normal search firms or headhunters do. It is very extensive.
We did third-party investigation just to get the confirmation that what the personality test showed and what the conversations we've had showed, and from the reflections that we received from Mr. Oliveira, that that was all in line with each other. It was. There was a great degree of convergence between what the investigation showed, third-party investigation, and what we saw in the personality test and the conversations. They were pretty seamlessly aligned, and that gave us a great deal of confidence. As a shareholder, of course, you have the right to abstain, and I heard what you said. The Dutch language, you started by remarking that. I've tried to explain it, on the one hand, it is allowed.
Also, we think, certainly now, looking at the international and global position of Heineken and the over 90% shareholdership of non-Dutch shareholders, that also counts. Fortunately, now we are able, via modern technology, to have that simultaneous translation, Dutch to English to Dutch. It is also not unusual. There is lots of Dutch-listed companies doing the same thing. I think certainly now that Mr. Oliveira is joining the business, and I hope you vote in favor of that. Then for him, of course, as well. It would be easier for him to speak English, which is his second language. It is not unusual. I understand your objections. I certainly feel some sympathy for it, but we also have to take into account the interests of other shareholders.
Lodewijk.
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Yes. Thank you, Peter. Mr. Stevense. I will do this in Dutch, or shall I switch to English? No, in Dutch.
We will do it in Dutch to begin with, and then later we will switch to English. I think you had two questions for me. Both questions were about the buyout award, maybe just to clarify, it is about two separate matters. There is the remuneration package, let us say, going forward. I am using English there after all, as you can hear. Then the buyout award, looking back, basically. Two different aspects to that. With regards to the buyout award, as I explained in my introduction, that is really about compensation for the awards that Mr. Oliveira now misses out on because he will be joining us. That is what that is about.
You say there is no link with the share price, or you would have liked to see a link with the share price, you say, but of course, really there is a link with the share price, as I said in my introduction, because the Heineken shares are what are granted, and they are restricted for five years, so they have a direct link, of course, with the share price of the Heineken share. Your second question was more of a remark, I think, not so much a question. You thought the EUR 25 million, that's not the number of shares, but that is the value, you thought that was quite a significant amount, and of course it is. I've explained where that is coming from.
It is because of the conversion of the value that was in the award that Mr. Oliveira had at his previous employer, and that he loses in joining us. So it is a one-off. We think that is the right thing to do. It might be a significant amount, but we think it's the right thing to do. It is in line with the new hire policy and the remuneration policy.
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Right. Thank you, Lodewijk.
Thank you.
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Mr. Monkau, you were the second to raise your hand.
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Yes. Speaking on a personal title, I have some general questions and a question for the new CEO, the future CEO. A general question first. Is there a task package that exists for Mr. Oliveira, or the targets he has to achieve? Because I have two things.
First of all, you get a normal salary, and then you get the buyout award as well. For the buyout award, there are no performance conditions. But normally, there are performance conditions for the normal salary. What are they? Or are there not any? Otherwise, I have a few if you allow me. So are there any performance conditions?
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Shall I answer that? So as I was already saying, the remuneration package looking forward, that is completely in line with our remuneration policy with all the performance conditions attached to that. As you know, at the last general meeting in May, we changed the remuneration policy, which the shareholders approved. Mr. Oliveira comes under that. Everything that is part of that policy applies to him as well, including all the performance measures in the LTI and the STI. That is not true for the buyout awards.
That makes sense because, as I was already saying, the buyout awards really are looking back. That is a financial compensation for the awards that Mr. Oliveira is now leaving on the table, in a manner of speaking, at his previous employer. So it makes sense that there are no performance measures included with regards to Heineken, because really, it's nothing to do with Heineken.
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My specific question was, every employee has to make targets every year or every four years. Do they exist?
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It's not just the targets for the CEO. That's just the targets for this gentleman next to me as well, and the targets for the executive team.
They are the targets on the basis of which, at the end of the year, the STI is set, so the short-term incentive and the long-term incentives as well are very clearly based on the strategy. You can fully recall that discussion about the reviewed remuneration policy that we had in April of this year, and there it was discussed extensively what the design was of the remuneration policy. It is very strongly driven by the link that exists with the strategy of the company and what that strategy is based on when it comes to execution. That is exactly what Lodewijk was just telling you. That is part of the annual remuneration.
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My point is, how to put it, are there performance conditions for the CEO? Are they known? Can we know what they are? Have they been put to paper somewhere? I've not seen them.
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Those are the normal conditions. We have a whole system for them.
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I get that. I get that. For example, do the performance conditions say, well, in six years, by so many percent the share price has to go up? Or for example, we have 88,000 employees. Four years from now, it needs to be 70,000, to give an example. Or profit percentage is currently, I think, 15%. It should be 25% four years from now. Can we find those items anywhere?
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If your question is do we have new performance conditions that we've set in appointing Mr. Oliveira, then the answer is no. We have the usual existing remuneration program, which contains conditions. What are those conditions?
You can read them in the remuneration report, I propose we don't go into that now because we've discussed that extensively in May, and they are set again every year.
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Every employee is given targets by his employer. You have to do this in a year. Does the CEO also have that?
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The CEO also has that.
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Where can I find them?
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The CEO also has them. You can find them in our remuneration report and remuneration plan. You can read up on it there. For the current year, of course, they've already been set. They were set at the start of the year. That makes sense. They're not going to be adjusted now. Mr. Oliveira is boarding a moving train in a manner of speaking.
Like I said in my introduction, he's joining in fully on a pro rata basis, of course, because he's not starting till October. All the obligations and performance conditions that apply to everyone apply to him as well. Maybe just to add to that is why it's also important to say that the remuneration policy, the remuneration of Mr. Oliveira is completely in line with that remuneration policy. That is where you find that information to use one of your examples, is there a link to the share price? We have TSR, show total shareholder returns that was introduced, or ROIC, return on average invested capital, which is a driver for total shareholder return. All those elements that are normally part of our remuneration policy of the targets, they apply now as well. There's nothing out of the ordinary there.
You can read all of it in the remuneration report. In 2027, we will give an account of that. Or 2026.
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A question to the new man. When did he drink his first Heineken beer, and when did he drink his last or most recent Heineken beer? Another point, he is joining from a company that is much smaller than Heineken. If you compare sales and staff, how is he going to deal with that?
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The first Heineken beer, I've not always been with Mr. Oliveira, so I wouldn't know. I'm assuming it was well before we talked to him. I'm assuming that was the case, though that is quite some time ago. He's nodding along to that is some time ago. With regards to the other question, joining from a smaller company.
It's all relative. Mr. Oliveira was going to be the CEO of the combination of JDE Peet's and the coffee business of his previous employer, which is a significantly larger company, smaller than Heineken. In the end, it's not about the number of EUR, it's about complexity that you have to manage. As a global company, certainly with the background that Mr. Oliveira has at Kraft, it was no problem to see that Mr. Oliveira is very well able to manage all that complexity, in the end, that is what matters.
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Thank you.
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Mr. Jorna.
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Thank you, Chair. We all understand this, in the qualification requirements, it didn't say someone with gray hair, it makes a very young and dynamic impression, does Mr. Oliveira.
Brazilian footballers always when it comes to quality, they are very high quality.
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Expectations are high, I can tell.
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Your expectations are high. In your introduction, you used the word accelerate. Can you indicate on which part of the EverGreen 2030 plan that acceleration is desirable, that Mr. Oliveira now has to deliver on?
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I think it is the heart of the EverGreen 2030 strategy. It is about more efficiency, higher productivity. It's about transformation. Transforming, we're living in a world where everything that is happening, competition is only becoming more fierce, more robust. The process of change where you can grow quickly and grow more profitably, that is the EverGreen strategy. It's about the acceleration of that. I think what is happening right now in the world requires more innovation.
A more rapid adjustment of your strategic execution to what is happening in the outside world, Rafael has shown also at his previous employers that he's very effective in that. That is the feedback we got as well based on the investigation we did, when we looked into his references. It is that focus on simplification and execution. His focus on maximizing the talents of the larger team That would accelerate the 2030 EverGreen strategy with the pillars that we explained at a previous meeting. That would accelerate the development of that strategy. It's not a change of strategy, it is a better execution of the strategy.
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That is clear. Can I conclude from that you weren't satisfied?
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Once you're satisfied in life, in the past, I've called the Netherlands thick, dumb, and happy.
You cannot always be satisfied, certainly not in an ever-changing environment, you will have to adapt, you might need some new élan, some new spirit, and we had the opportunity now. Mr. van den Broek decided to do something different, and we used that opportunity to appoint Mr. Oliveira, or to propose his appointment anyway.
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Right. The acceleration, is that also because the Green family, as we know them, really that is one of Heineken's strong suits, and in that sense, the successor in the CEO line was always someone internally at Heineken. Was the acceleration a motivation to now look at an outsider because you thought, "Oh, we might be getting a bit too comfortable within Heineken if we look for a successor within the family? We want to bring someone in from the outside," and what was previously taboo is no longer taboo?
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I understand your question, as I already said in my introduction, we didn't just have external candidates, we also had internal candidates, they were very credible candidates. In the process, which was a very robust, intensive process, we compared all candidates to each other with a view to that acceleration and the focus I was just talking about. That can only lead to one winner, let's call it, that's been Mr. Oliveira, but it could've been an internal candidate, otherwise they would never have been part of that whole process. They were all candidates in that final sprint, they were all credible. With hindsight, you can always say there weren't major differences, there were differences, that is why Mr. Oliveira was chosen.
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Right. That's what the selection process was for. We had full faith in that process, of course.
Aren't you afraid that if you bring in an outsider who doesn't know the beer market, he knows the coffee market, but not the beer market, that there are big differences between those markets, that at a certain point, you see this at various companies, that the layers or the gaps between the layers, that those second and third layer will not be following the leader, will become obstructive. Have you taken that into account?
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Yes. Really what you're saying is, does the leader have the capacity to connect the second and third layer? Of course, that is one of the most important criteria that we've looked at. The leadership profile, is it such that it can inspire, can lead to cooperation? That is one thing.
Secondly, I think that when you join a company like Heineken, you join it from the outside, you don't know the beer market, that initially that might be a little bit intimidating, very quickly you will conclude that there is a lot of knowledge there of the beer market. You need someone who is able to master all that quickly and to mobilize all the knowledge and expertise within the business and to combine it for maximum efficiency. I can assure you, as a chair of supervisory board, in the past few months, I've been working very intensively on the business with the people sitting next to me, I'm also not from the beer world. With the right people around you and with the right focus, you can very quickly adapt. Right. We trust that.
The beer from Brabant, you know all about having fun and the good life.
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About the buyout award, Mr. Stevense already said this, there is no link to the share price with the 347 or however many shares it was. Heineken has a reputation to maintain, of course, that often they magic rabbits out of their top hat when things get difficult. Last meeting, we were surprised by the retention bonus. It started with Mr. Boxmeer for the smallest excuse, there'd be an extra allocation or an additional pension. Let's say that the share price goes down significantly. Let's hope it does not, since we're all shareholders, but it could go down significantly, for whatever reason.
Would you then compensate him so he still gets to the EUR 25 million, and will you use those rights, or will you say, "No, that is completely separate, for good or ill, completely separate from the share price?"
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Yeah, the latter. Lodewijk?
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The chairman already gave the answer away, no, this is a one-off. This is the amount. We're talking about shares. They currently have that value, but we're talking about a number of shares, and that is it. If share price grows up, great. If it goes down, well, that's all in the game. It's not being compensated for.
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Is what I was expecting, but you never know with Heineken. They're full of surprises. Looking at the buyout award, then we can imagine that you have to pay a lot if you want to recruit someone of this caliber.
The same is true for professional football players. If you get some for EUR 10 million, well, they might be quite good, but if you want the best, it's going to be a lot more expensive than that. The same is true for Heineken and for Mr. Oliveira. I've been told that the package, because of the change of control at JDE Peet's, was about EUR 9 million. Prior to that, the share package and the option rights were already collected on, which was EUR 50 million, but still, you felt you didn't just need to compensate him for what he is missing out on with Dr Pepper and to increase that. To increase that from EUR 9 million to EUR 25 million. Can you explain? Because it also says something about Mr. Oliveira, of course. Can you explain why you negotiated so badly?
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We said something in English now. We got a very good Brazilian for that for a lot less than we would have paid for Mr. Messi, I imagine. To give you a serious answer, because of course, you're entitled to a serious answer, I think we need to distinguish some things very clearly. You're talking about different things here. The takeover premium at JDE Peet's that was paid by KDP, that's nothing to do with this.
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No, I know.
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No, it might be good to explain that for everyone else. No, I'm just providing context.
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Yes, it's nothing to do with this, so it's irrelevant.
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What we've looked at, and I've explained that in my introduction as well, what we've looked at are the awards that Mr. Oliveira had at KDP. There were three. Two of them were published.
You've been able to read them in the SEC notifications. One was not published, because that had a grant date of 2027, that had not yet been published. We looked at that, and in a certain sense, the maths was quite easy, and it wasn't EUR 9 million. If you add it up in our remuneration report in line with our policy, we will go into this further. That is how we arrived at EUR 25 million. We didn't just go from EUR 9 to EUR 25 million. I'm a legal expert and a liberal arts person, even I understand that you can't just go from EUR 9 to EUR 25 million, we didn't. We looked at the grants, and this is the value of the grants, and that is how we looked at this.
Some of the information is public, some information was not public, and the latter you won't know about.
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That's probably where things went wrong in The Hague with the maths.
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Well, it's not so much an error in maths. You're just missing information.
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Then my last question. The works council, was it consulted? I've not read about that anywhere. What was their opinion, if they had an opinion? If they weren't consulted, why weren't they?
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Not at the group level, because this is for the holding.
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Not at a group level?
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No.
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Not at the NV level?
No.
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What did the holding think then? The works council of the holding?
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I think we have the full support of the holding. I think that'll be shown because in a minute we'll be voting.
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No, it's what I expected. Thank you.
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Good afternoon, ladies and gentlemen. My name is Robert Vreeken of We Connect You Public Affairs & Investor Relations. The good news is that we've managed to land Rafa, and what his great asset is that he is coming from Goldman Sachs, which is great, with such a background and with such a network in the billionaire's world, you can go a long way with Heineken. The "Het Financieele Dagblad", the financial paper is here, they've misplaced the various emphases. What is very important is that Peter Wennink drew up that report, "The Route to Future Prosperity." I'm assuming Rafa read that wonderful report and will be implementing it within Heineken. If he hasn't yet read it, I would certainly read it if I were you.
What we're dealing with now is that we are entering a very new ballgame. We're dealing with a kind of fight between Trump and Infantino, and we're seeing that reflected in this world because now we're dealing with billionaires, cybercrime, democracy, World football, AI, and sustainability, AI, and sustainability. On all fronts, it is a mess. Heineken Holding. I'm happy that the holding pays 50% of the bonus that Mr. Rafa will be getting. That has to be a good thing, because we know that Michel de Carvalho and Alexandre de Carvalho look after their money, so they would never have agreed if they hadn't agreed that Mr. Rafa was the best. Could you perhaps formulate a question? I will. In 2014, I indicated that Heineken should be producing Heineken Zero. Boxmeer at the time said, "No, we're never going to do that.
Freddy wouldn't want that." 10 years ago, in 2016, it was produced after all. Like I said previously, we need to do coffee as Heineken and health drinks as well. 10 years later, I'm saying, just like Coca-Cola, Nestlé, and Unilever, we need to do health drinks because the youngsters, the new generation, drinks Heineken Zero and they drink health drinks. It's be pretty easy to do something with that, because then Heineken would be showing again that they're doing some good for the new generation. They're doing a lot when it comes to sustainability, with the green plan that exists. I'm very curious how Mr. Rafa will be continuing that. Sustainability is quite a thing worldwide, even in Europe, and I would like to know how health is doing, because there's a huge growth market, and Heineken is not very active in it yet.
Even though Heineken, it is self-evident that we need to do this. What I also think is an important question for the future is cybercrime. It is so professional now that I get phone calls from PayPal, because they say that my account has had EUR 700 deducted, and whether I could give them a call, please. Within Heineken as well, cybercrime, because of AI, will be very professional, and it is a huge threat to our business. I'm very curious how he will be dealing with that.
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Thank you. That is a clear question. You have a very broad palette of worldwide problems that you've described just now, and within that broad palette of all those problems, at Heineken, we formulated a strategy which is called EverGreen 2030. That contains growth, and you're completely right.
The growth could be in those elements and those areas, like more attention to healthy eating, healthy drinking, and that is a part of exactly what we're looking at. It's also a part of the Heineken strategy. I do believe that. I know you're very much a proponent of the zero versions, and if you looked at the half-year figures, then you see that we're making very good progress there. You're right. It will definitely be a point of attention. Where is the growth taking place, and where we have to adapt to consumers. Consumers may be wanting something different tomorrow than they do today. We'll surely adapt to that, as will Mr. Oliveira, together with the rest of the management team, will pay a lot of attention to that. You're right about that. Also everything to do with sustainability or cybercrime.
It is all part of the core focus areas that are already on our agenda. In that sense, we need more focus. We need acceleration, as I was saying, I think that next year at the meeting of 2027, about 2026, we'll go into that in detail again. All the elements you just mentioned, both extending our portfolio, potentially the growth in the portfolio, also for health, sustainability, and cyber, that will all come up then.
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It's very nice. I'm also very happy that Rafa, as he said himself, is a people person, because I think that is great at Heineken. There's a lot of attention paid to people, and all members of the executive board and the supervisory board are forever talking to everyone, which is very open, very pleasant, and that sets a good example.
What I would also like is that at ABN AMRO, you always have the chair of the works council saying how things are going, which is very encouraging. I would like to invite one of the chairs of one of the works councils to also be here next time and to indicate how communications are going, how things are going, because that would, I'm sure, be very encouraging as well. I think, perhaps Lodewijk can help me out here.
I think that Heineken N.V. has no works council. Heineken Nederland, of course, does.
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Of course, we can invite the chairs of all the various works councils within Heineken, but I don't think there'd be much point.
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There is no works council of the N.V.
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No, they don't all have to come here.
The one for the Netherlands and maybe for the European Works Council, that'd be nice to have them, because that would also shows that you're doing a great job. You don't have to be ashamed of everything. Anything the business is doing well, it just shows how well the business is doing. One further point, AB InBev, Carlsberg, and Heineken, if you compare them, I think that they all make about the same, about EUR 6 million with bonuses included. I read something like the CEO of AB InBev had a share package of EUR 40 million or EUR 50 million, and I'm sure you know how things stand at the relevant competitors. Of course, we keep a close eye on that, and you can read in our annual report what the peer group is. That information is available to you. You can just find it on the website.
Maybe getting back to your previous point, I'm happy to confirm what the chair was just saying about the works council. To be honest, I think you're talking to us, the supervisory board, and not to the works councils within the organizations. I always really like it. For example, at ABN AMRO, there you see how great communications are, that it's all very pleasant, and that works well. Again, I don't know exactly how it works there, but probably the works council is at the level of the holding of the group. For us, that is not true. We are a global company, and we are organized in this way. Getting back to your question about the peer group, you can look all that up.
Of course, every year in the context of remuneration report, the Remuneration Committee in great detail looks at developments in the market and also developments with our peers.
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All right. Thank you.
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I'd like to move on to one of the other shareholders in the room raising their hand. Martina.
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Yes. Thank you. My name is Martina Kruijloos. I represent MN, an asset manager for various pension funds, including PME and PMT. First of all, of course, my compliments for this nomination of Mr. Oliveira as the new intended CEO. We wish him the very best of luck in his new role, and we look forward to his further contributions to the continuation of the EverGreen 2030 strategy. At an earlier stage, we already talked about the buyout compensation within the Eumedion joint engagement group.
In spite of all the questions already asked and information provided, I do have a question I still want to ask. Just to be clear, we understand that compensation is being offered for long-term incentives that a new director loses when they leave their previous employer. At the same time, we think it's important that shareholders can determine that such compensation is actually a substitute for rights lost out on, that it doesn't lead to overcompensation, for example. Not that it's just a very generous signing fee, for example. I'm still left with this question. To what extent does this award reflect long-term incentives missed out on at the previous employer, and which assumptions were used in this? Do I understand correctly from your answers that it is your position that this is a one-on-one replacement of entitlements lost out on, so a direct replacement?
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Yes. Thank you for your question. I think we fully agree. As far as we're concerned, there is no overcompensation. There is no specific signing fee. We really looked at the substance of the awards. Of course, there are always structures included in that, and it's not always simple. Let me put it that way. The first two awards are public. They were on the SEC website. The third award is not, for reasons I've already explained. We looked at those three awards together, and we looked at the substance, the structure, and the assumptions of that. We looked at them very closely, and that is what we are compensating for in the shape of that buyout award.
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Yes. Thank you for that explanation. I think it's also very good because it's good to know that the SEC filing information, that only regarded the two elements, not the third one. Initially, that wasn't clear to us. Still, I have a question because the third element is about entitlements to be granted in 2027. Why do you think it is appropriate to already provide compensation for that now?
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To a certain extent, or not to a certain extent, it was an agreement, a contract between Mr. Oliveira and his previous employer for money that he would be entitled to in future, or a bonus structure that he was entitled to. Then you can say, "Well, we're going to ignore that." Mr. Oliveira was entitled to that. He's leaving that on the table, and that is exactly what our new hire policy is about.
It is about the fact that you're entitled to certain awards, then if you lose that entitlement, that represents a certain value, and you have to try and determine the value as carefully as you can and do that together. That is a value we have determined. For the first two, that information is public. For the third one, in a certain sense, it's an extraordinary situation because the previous employer of Mr. Oliveira is a business in transition. They've announced certain transactions, and this was in line with that, for a future role, and that is why the grant was in 2027, not in 2026. Because it is in 2027, it hadn't yet been notified to the SEC because of the relevant U.S. rules.
We received that information, we've looked at it, and together with Mr. Oliveira, we attached a certain value to it, allocated a value to it, and that is it. There's three awards, and that might be slightly different from the situation where you're joining from an employer where everything is public, because then it is simpler, but this is the way we've done it. That is fully in line as far as we're concerned with our remuneration policy and the hire arrangements that are in there. The main thing is what the chair opened with, which is that we really want to have Mr. Oliveira as our CEO. Then you look at the whole package, and then you agree something on that in line with what he had and what we're compensating for.
Again, and I know this is clear to you already, this is separate from his remuneration going forward.
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Thank you. Still, I get the feeling that there's a subjective element to that. That you cannot just factually say, this is a one-on-one calculation, a direct translation. I'm also just trying to think how I can tell our clients about this.
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Well, one-to-one or direct, it gives you the impression that you can say, well, it's EUR 10, you get EUR 10. You have to look at the whole arrangement, and we will explain that further in our remuneration report, of course. Then you have to draw conclusions from that. As far as we're concerned, it is completely clear.
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All right. Thank you for that extensive explanation.
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Mr. Jorna still had a question. Yes.
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Of the discussion just now, I understand, one-to-one, you recruit someone that you really want. Two pillars are known. The third pillar was a little bit vague, you've worked that out. You received that information. Wouldn't it have been clearer if you'd said, well, we'll take over that package. Also with Dr Pepper or whatever, he will have had certain performance indicators, and let's connect performance indicators to the EUR 25 million. For example, elements that are part of EverGreen 2030, Mr. Monkau already asked about this. Would that have been possible to make that agreement? You get the EUR 25 million, we will also measure, not just whether you stay, but we'll also measure your performance.
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Yes. Thank you, Mr. Jorna.
In our opinion, that is not the right path to take, because as I already said, this is about an award that he had at a different company. It is nothing to do with the Heineken performance. Indirectly, yes. Directly, no. It is exactly the way you described it. You have to look at how to deal with that, and in the end, we concluded what we concluded. We feel that is in line with our remuneration policy, but you can't just translate performance factors of one company into those of another company. That's not the path to take. What we have done is that we have a remuneration package going forward with those performance factors.
As I said previously, there is an indirect, very important performance indicator for all the parts because he's getting Heineken shares, and we can assume that the way Mr. Oliveira will lead this business will impact the Heineken share price. That is one big performance indicator. Because he's getting Heineken shares, just to give you an example, we did not choose to give an amount in cash. We chose to give him an amount in shares, and that is how it connects to performance. Yes. Then to add to that, with these kinds of consideration, of course, you get an insight into non-public information that was shared with us, and we looked at that extensively. If you compare two companies and you look at how businesses set up their performance and remuneration packages for their executives, that is never the same.
We've looked at it, and with everything we've seen, we found that Mr. Oliveira was leaving an amount equal to about EUR 25 million on the table if he were to join us. That is our job. That is something we have to look at. We have to do all that carefully, and I think that's what we've done. That is the conclusion we arrived at. It costs him EUR 25 million, which we'll be compensating him for.
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That is clear, and I'm very happy it's not cash, but shares. We'll have to work extra hard to get the share price up, and we'll applaud him for that if he manages it. Also looking at your own credibility, with the whole EverGreen 2030, I've read it, but it contains quite a few cutbacks. Do you not think it detracts from your own credibility?
I've read 3,000 employees have already left the business, another 3,000 will have to leave. Breweries will have to be closed to increase production and efficiency. In contacts with unions or courts, at some point, don't you think it'll be harder for you to argue that there is an economic necessity for these cutbacks?
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Well, those cutbacks, Mr. Jorna, I'm sure you understand, have been inspired by necessity, not because we enjoy making cuts. They're necessary because of the competitive position of the business. We also think that with EverGreen 2030, what we've started with that, certainly with everything that's been happening in the world, we need to execute that even more quickly. That means you need to make choices.
You have your top line, you want to promote growth there, then you want to support that growth as efficiently as possible. That is what a responsible company does.
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I understand that, but I think it'd be very difficult to talk to the unions, saying, "We need to fire 400 people here at the head office." The union's going to say, "Well, yeah, but you've just handed someone EUR 25 million to work for you." That must be a difficult discussion.
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Yeah. For some people, that's going to be very difficult, but for other people, it'll make sense. That is always going to be the case.
The last question, please.
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It was a great question from Mr. Jorna, because in the Netherlands we have the so-called Balkenendenorm. That means that Rutte, the Prime Minister, makes a certain amount per year, the Heineken CEO makes about 30 times that. You could call that an imbalance.
The good news here is that Lodewijk Hijmans van den Bergh is a member of the supervisory board of ING, the CEO of ING, who makes EUR six billion a year in profits. Oh, sorry, ING makes EUR six billion, he only gets EUR two million a year. He looks at context, he's careful with his money, this is a complete imbalance. What is worse, because of AI and all the madness with Trump and Infantino, lots of people will be losing their jobs. There'll be lots of new people entering the labor market worldwide. Also at law firms, at marketing companies, at consultancy firms. Young people will not be able to find employment there. I would say, a lot of people being dismissed from Heineken are losing their dream job.
Please help them make a good next step and try to get away from the craziness of AI. You have a certain influence in the world, maybe try to mitigate the impact of AI, democracy is only present in less than 25% of countries. For most people, that's still the best business model worldwide. Just an appeal to you.
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Thank you, Mr. Vreeken. I think that is an appeal that we're all very sympathetic to. Of course, we are dealing with the day-to-day reality. We have to adapt to that. You can be sure that we deal very responsibly with all our stakeholders. That's shareholders, clients, but also our own people, of course. What needs to happen, needs to happen. We're doing that in the best possible way.
You're touching on a societal issue, unfortunately, that is not a subject of this meeting. Thank you for your contribution anyway.
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Yes, you're very welcome.
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All right.
I went to English again. Yes. Ladies and gentlemen, I would now like to bring the discussion to a close. It has effectively closed. Before we proceed to the vote, I would like to invite civil law notary, Mr. van Agt, to inform us of the number of shareholder present or represented, and the number of votes that may be cast.
Thank you, Mr. Chairman. According to the attendance register, 25 shareholders are present in person, and 3,889 shareholders are represented by proxy or have cast their votes electronically via the internet. Accordingly, a total of 3,914 shareholders representing 502,586,010 shares are entitled to cast an equal number of votes, are participating in this meeting. Together, these shares represent 91.4% of the company's issued share capital.
Thank you, Mr. van Agt. I now put to meeting the proposal to appoint Mr. Rafael Oliveira as a member of the executive board. As previously explained, the voting process is now open. The voting instructions are shown on the screen behind me. If you encounter any issues while casting your vote, please raise your hand and a member of our team will be happy to assist you. Voting will close in two minutes. In the meantime, I'm pleased to show you Heineken's entry, "Could Have Been a Heineken" to this year's Cannes Lions International Festival of Creativity, which was the second most awarded campaign at the festival across all brands.
[Presentation]
Thank you. Mr. Notary and ladies and gentlemen, I understand the voting has now closed. Yes. Civil law notary, Mr. van Agt, is currently finalizing the voting results. While we are waiting for the finalization of the voting results, I appreciate the opportunity to share some archive footage of the Heineken Experience, where you are currently now, also linking to what we have in store for you after this meeting. We will share the voting results with you in a moment. Stay with me.
[Presentation ]
Good. Mr. van Agt has now had the opportunity, I hope, to determine the outcome of the vote. I would therefore like to turn to the outcome of the vote, please. The proposal to appoint Mr. Rafael Oliveira as a member of the executive board has been adopted with 99.84% of the votes cast. Rafael, congratulations on your appointment. On behalf of the supervisory board and I think everybody here, I would like to say how much we look forward to working with you in the years ahead. I wish you every success as you prepare to take on the role of the CEO of this wonderful company. Welcome. Good. Ladies and gentlemen, this brings us to the end of the extraordinary general meeting of shareholders.
I would like to thank you for your attendance and participation today. I would also like to thank those shareholders who have followed the meeting via the webcast. Before leaving, shareholders are kindly requested to return the mobile phones that were made available to them at the exit. Thank you for joining us today. I wish you a wonderful summer. I look forward to seeing many of you again at our annual general meeting in April. I hereby close the meeting at 15:21 P.M. on my watch. While it is clearly early for a borrel, we didn't want to let you leave without marking the occasion in a true Heineken fashion. As we are guests at the beautiful Heineken Experience this afternoon, I'm delighted to be able to invite shareholders for a special VIP tour through our premises.
I understand the tour will also include a visit to the roof terrace, which will allow you to further enjoy this breathtaking view over the city of Amsterdam while enjoying a refreshing beer. A 0.0 for you, Mr. Vreeken, also. Yeah. In other words, the borrel is only slightly delayed. You will find the guides in the back of the room. They are there. Thank you again