heiho-2024-12-31-en


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	3

Contents



	2	Profile

Report of the Board of Directors

page	5	Board of Directors of Heineken Holding N.V.
	6	Introduction
	6		Policy Principles
	6		Activities
	7		Review of 2024
	8		Heineken N.V. Performance in 2024 and Outlook
	9		Financial Statements
	9		Dividend
	10	Corporate Governance Statement
	10		Introduction
	12		Board of Directors
	16		General Meeting of Shareholders
	20		Article 10 of the EU Takeover Directive Decree
	21	Sustainability Statements
	21		Introduction
	24		ESRS 2 General Disclosures
	45		Incorporation by Reference
	46			Environmental
	47			Social
	48			Responsible
	49	Remuneration Report



	Statement – The pdf and iXBRL viewer copy of the Annual Report of Heineken Holding N.V. for the year 2024 is not in the ESEF- format as specified by the European Commission in Regulatory Technical Standard on ESEF (Regulation (EU) 2019/815). The ESEF reporting package is available at www.heinekenholding.com.



Financial Statements 2024

page	54	Contents
	55	Heineken Holding N.V. Income Statement
	55	Heineken Holding N.V. Balance Sheet
	56	Heineken Holding N.V. Shareholders' Equity
	58	Notes to the Heineken Holding N.V. Financial Statements

	60	Consolidated Income Statement
	60	Consolidated Statement of Other Comprehensive Income
	61	Consolidated Statement of Financial Position
	62	Consolidated Statement of Cash Flows
	63	Consolidated Statement of Changes in Equity
	65	Notes to the Consolidated Financial Statements

Other Information

page	112	Appropriation of Results
	112	Independent Auditor’s Report
	119	Limited Assurance Report of the Independent Auditor on the Sustainability Statement
	121	Shareholder Information
	121		Heineken Holding N.V.
	122		Heineken N.V.
	123		American Depositary Receipts
	123		Bondholder Information
	123		Investor Relations
	125	Historical Summary
	129	Glossary


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	4

REPORT OF

THE BOARD OF

DIRECTORS


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	5

BOARD OF

DIRECTORS OF

HEINEKEN

HOLDING N.V.

REPORT OF THE

BOARD OF DIRECTORS


Name	Year of Birth	Position	Appointed in	Last reappointment*	Nationality
Mrs C.L. de Carvalho-Heineken	1954	Executive director	1988	2023	Dutch
Mr M.R. de Carvalho	1944	Executive director	2015	2023	British
Mr M. Das	1948	Non-executive director	1994	2021	Dutch
Mrs C.M. Kwist	1967	Non-executive director	2011	2023	Dutch
Mr A.A.C. de Carvalho	1984	Non-executive director	2013	2021	Dutch & British
Mrs A.M. Fentener van Vlissingen	1961	Non-executive director	2018	2022	Dutch
Mrs L.L.H. Brassey	1986	Non-executive director	2018	2022	Dutch & British
Mr J.F.M.L. van Boxmeer	1961	Non-executive director	2020	2024	Belgian

* For the maximum period of four years.

** Large Dutch Entities are Dutch N.V.s, B.V.s or Foundations (that are required to prepare annual accounts pursuant to Chapter 9

of Book 2 of the Dutch Civil Code or similar legislation) that meet two of the following criteria (on a consolidated basis) on two

consecutive balance sheet dates: (i) The value of the assets (according to the balance sheet with the explanatory notes and on

the basis of acquisition and manufacturing costs) exceeds €25 million; (ii) The net turnover exceeds €50 million; (iii) The average

number of employees is at least 250.

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

Directors.


EXECUTIVE DIRECTORS

MRS C.L. DE CARVALHO- HEINEKEN Profession: Company director Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: None Other positions*: Board member of L’Arche Green N.V., L’Arche Holding B.V. and Stichting Administratiekantoor Priores (Chair)	MR M.R. DE CARVALHO Profession: Chairman of Capital Generation Partners (CapGen) Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: Heineken N.V. Other positions*: Board member of L’Arche Green N.V., Independent Board Member Koç Holding









NON-EXECUTIVE DIRECTORS

MR M. DAS CHAIR Profession: Lawyer Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: Heineken N.V. Other positions*: Board member of L’Arche Green N.V. (Chair), L’Arche Holding B.V. and Stichting Administratiekantoor Priores	MRS C.M. KWIST Profession: Company director Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: Picnic International B.V. Other positions*: Managing director of Greenfee B.V.; Board member of L’Arche Green N.V.	MR A.A.C. DE CARVALHO Profession: Company director Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: None Other positions*: Board member of Stichting Administratiekantoor Priores

MRS A.M. FENTENER VAN VLISSINGEN Profession: Company director Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: SHV Holdings N.V. (Chair), Van Oord N.V. Other positions*: Board member of Lhoist	MRS L.L.H BRASSEY Profession: Co-founder of Greenwood Place Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: None Other positions*: Board member of Stichting Administratiekantoor Priores	MR J.F.M.L. VAN BOXMEER Profession: Chair of Vodafone Group Plc (non- executive director) Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: None Other positions*: Member Shareholders Committee Henkel AG & Co. KGaA


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	6

INTRODUCTION

REPORT OF THE

BOARD OF DIRECTORS

Policy Principles

Heineken Holding N.V. (the 'Company') has played an important role in HEINEKEN

(Heineken Holding N.V., Heineken N.V., its subsidiaries and interests in joint ventures and

associates) for more than seventy years. The Company seeks to promote the continuity,

independence and stability of HEINEKEN. This creates the conditions which enable

Heineken N.V. to pursue its long-term policy in the interest of the shareholders, the staff

and other stakeholders.

The Company’s policy has been successful. Thanks in part to its unique and stable structure,

HEINEKEN was able to rise to its present position as the brewer with the broadest

international presence and one of the world’s largest brewing groups.

Activities

The Board of Directors held six meetings with the Preparatory Committee of the

Supervisory Board of Heineken N.V. in 2024 of which most meetings were held in person.

During those meetings the CEO and Chair of the Executive Board of Heineken N.V. provided

several updates on the business and financial performance of the Company. Topics

discussed were:

■ The business and financial performance of HEINEKEN.

■ HEINEKEN’s EverGreen strategy aimed at long-term sustainable value creation as well

as the manner in which the Executive Board of Heineken N.V. implements the

strategy.

■ The financial position of HEINEKEN, including the financing, liquidity position,

dividend policy and credit rating.

■ An update of the operationalisation and progress made in the execution of

HEINEKEN's Brew a Better World strategy 2030.

■ Large investment proposals, as well as the overall business development and

acquisition landscape taking into account the geographical footprint.

■ The annual budget and plan as well as the three-year strategic plan.

■ The People strategy and priorities, including employee engagement, retention and

talent management, succession planning, inclusion and diversity strategy.

■ Succession planning for the Executive Board, Supervisory Board and senior

management of Heineken N.V.

■ The internal risk management and control system.

■ An update on investor relations reflecting on the shareholder base, related

engagements and developments.

■ Reporting pursuant to the Corporate Sustainability Reporting Directive (the 'CSRD').

■ The agenda for the 2025 Annual General Meeting of Shareholders of Heineken

Holding N.V. and Heineken N.V.

A recurrent element in all the meetings was discussion of the results of Heineken N.V.:

volumes and revenues, operating profit and organic growth, cost base, capex, consolidation

effects and foreign exchange effects were reviewed by region. Also the financial position,

including the financing, liquidity position, bond issues, the share price development,

dividend policy and credit rating were on the agenda.

The CEO and Chair of the Executive Board of Heineken N.V. commented on the

developments in the economic and political situation in the different regions of the world.

Another topic covered was the development of the brand portfolio in the different regions,

paying particular attention to the development of the Heineken® brand including

Heineken 0.0 and Heineken Silver. Other items discussed during the year included digital

and technology including cybersecurity.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	7

Heineken Holding N.V. intends to implement a two-year programme to repurchase own

shares for an amount up to circa €750 million. Heineken N.V. intends to simultaneously

execute a share buyback programme for an aggregate amount of €1.5 billion. Heineken

Holding N.V. intends to participate pro rata to its shareholding in Heineken N.V.’s share

buyback programme. Heineken Holding N.V.’s share buyback programme will be executed

within the authority granted by the Annual General Meeting of Shareholders on 25 April

2024 and the authority granted by future general meetings. All shares repurchased under

the programme will be cancelled. The share buyback programme may be suspended,

modified, or discontinued at any time.

There were informal discussions during the year regarding current business matters on

which the opinion of the Board of Directors had been sought.

In addition to the meetings with the Preparatory Committee of the Supervisory Board of

Heineken N.V. as described above, the Board of Directors also met separately on two

occasions to discuss, among other things, the Report of the Board of Directors and the

financial statements for 2023 and the first half of 2024. At the meeting of the Board of

Directors at which the Report of the Board of Directors and the financial statements for

2023 were discussed, the external auditors, Deloitte Accountants B.V., gave a

comprehensive report on their activities.

The Board of Directors also discussed the application of the Corporate Sustainability

Reporting Directive (CSRD), exploring how the Company can comply with the CSRD in an

efficient and pragmatic manner, while ensuring full transparency regarding the Company’s

sustainability information, as required by the CSRD.

Mrs C.L. de Carvalho-Heineken and Mr M.R. de Carvalho, executive directors, travelled to

Bahrain and the US to meet with local management.

Review of 2024

Share price

The share price of the Heineken Holding N.V. share has moved from €76.30 at the

beginning of the year to €57.85 on 31 December. The gap between the Heineken N.V. and

Heineken Holding N.V. share prices fluctuated between 14.00% and 19.47% through the

year, ending at 15.79% on 31 December. Price movements are shown in the graph on this

page. More information regarding the shares can be found on page 121 of this Report.

Interest in Heineken N.V.

The nominal value of the Company’s interest in Heineken N.V. as at 31 December 2024 was

€461 million (31 December 2023: €461 million). The nominal value of the shares issued by

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

As at 31 December 2024, the Company’s interest in Heineken N.V. represented 50.005% of

the issued capital (being 50.966% of the outstanding capital) of Heineken N.V.

Gap between Heineken Holding N.V. and Heineken N.V. share price

in €, Euronext Amsterdam


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	8

Results

With regard to the Company’s balance sheet and income statement, the Board of Directors

has the following comments. The Board of Directors has elected to avail itself of the option

given by Section 362, subsection 8, Book 2 of the Dutch Civil Code (Burgerlijk Wetboek) of

using the same accounting policies for the valuation of assets and liabilities and

determination of results in the Company Financial Statements as those used for the

preparation of the Consolidated Financial Statements of Heineken Holding N.V. Since the

interest in Heineken N.V. is measured using the net asset value method, the equity

attributable to the shareholders of Heineken Holding N.V., amounting to €9,546, shown in

the consolidated statement of financial position, is equal to the shareholders’ equity shown

in the Company's balance sheet.

The Company’s 50.966% share in Heineken N.V.’s 2024 profit of €978 million is recognised

as a profit of €498 million in the 2024 Company Income Statement.

Heineken N.V. Performance in 2024 and Outlook

Performance

HEINEKEN continued executing its EverGreen strategy, successfully returning to balanced

growth. To be in a strong position to seize future opportunities, HEINEKEN invests in

becoming the best digitally connected brewer, raise the bar on sustainability and

responsibility, and evolve its capabilities and culture. To fund HEINEKEN's growth, and

deliver on the EverGreen ambitions, HEINEKEN drives productivity and capital efficiency in

the pursuit of sustainable, long-term value creation.

Revenue for the full year was €36.0 billion (2023: €36.4 billion) a total decrease of 1.2%.

Net revenue (beia) increased organically by a solid 5.0% to €30.0 billion, supported in

particular by the strong growth of our largest operating companies in Brazil, Mexico,

Nigeria, South Africa, Vietnam and India. Total consolidated volume increased by 1.4%

with net revenue (beia) per hectolitre up 3.5%. The underlying price-mix on a constant

geographic basis was up 4.1%, with a positive contribution from all regions.

Net revenue (beia) was dampened by a negative translation impact of €1,656 million, or

5.5%, mainly due to the devaluation of the Nigerian Naira, and depreciation of the

Brazilian Real and Mexican Peso. The consolidation effect, primarily HEINEKEN's exit from

Russia and the sale of Vrumona more than offsetting the acquisition benefit of Distell and

Namibian Breweries, had a net negative impact of €193 million, or 0.6%.

Beer volume increased organically 1.6% for the full year. All regions contributed to

HEINEKEN's growth, with notable increases in India, Nigeria, Vietnam, Brazil and Mexico.

HEINEKEN gained or held volume market share in more than half of its markets in 2024.

More information is provided in the Heineken N.V. Annual Report 2024.

Outlook

As HEINEKEN advances on its EverGreen journey, HEINEKEN remains committed to its

medium-term ambition to deliver superior growth, balanced between volume and value,

and continuous productivity improvements to fund investments and enable operating

profit (beia) to grow ahead of net revenue (beia) over time.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	9

HEINEKEN anticipates ongoing macro-economic challenges that may affect its consumers,

including weak consumer sentiment in Europe, volatility, inflationary pressures and

currency devaluations across developing markets, and broader geopolitical fluctuations.

HEINEKEN's 2025 outlook reflects HEINEKEN's current assessment of these factors as

HEINEKEN sees them today.

For the full year 2025, HEINEKEN anticipates continued volume and revenue growth.

However, the first quarter will face a high comparison base and be impacted by technical

factors such as fewer selling days and the timing of Easter and Tết.

HEINEKEN expects its variable costs to rise by a mid-single-digit per hectolitre. Excluding

Africa & Middle East, where higher local input cost inflation and currency devaluations

persist, variable costs are expected to increase by a low-single-digit per hectolitre.

HEINEKEN's continuous productivity programme aims to deliver at least €400 million of

gross savings in 2025, funding growth, digital transformation, and sustainability initiatives.

As it did this year, HEINEKEN intends to further increase in support of its brands and for

marketing and selling investments to grow ahead of revenue.

Overall, HEINEKEN expects to grow operating profit (beia) organically in the range of 4% to

8%, with:

■ An average effective interest rate (beia) of around 3.5% (2024: 3.5%)

■ Other net finance expenses (beia) to be in the range of €225 to €275 million (2024:

€271 million)

■ An effective tax rate (beia) in the range of 27% to 28% (2024: 27.9%)

HEINEKEN expects net profit (beia) organic growth to be broadly in line with the operating

profit (beia) organic growth.

Lastly, HEINEKEN anticipates maintaining a similar level of capital expenditure this year

(2024: 8.2% of net revenue (beia)).

Financial Statements

The Board of Directors will submit the 2024 Financial Statements to the General Meeting

of Shareholders. These financial statements, on pages 53 to 110 of this Annual Report,

have been audited by Deloitte Accountants B.V., whose report can be found on page 112.

Dividend

Heineken N.V. proposes to distribute a dividend for 2024 of €1.86 per share of €1.60

nominal value of which €0.69 per share has already been paid as interim dividend on

8 August 2024.

The Board of Directors has resolved to vote at the General Meeting of Shareholders of

Heineken N.V. in favour of Heineken N.V.’s dividend proposal. Like the holders of

Heineken N.V. shares, holders of Heineken Holding N.V. shares will therefore receive a total

dividend for 2024 of €1.86 per share of €1.60 nominal value of which €0.69 per share has

already been paid as interim dividend. The final dividend of €1.17 per share will be payable

to shareholders as of 2 May 2025.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	10

CORPORATE

GOVERNANCE

STATEMENT

REPORT OF THE

BOARD OF DIRECTORS

Introduction

This Corporate Governance Statement forms part of the Report of the Board of Directors of

Heineken Holding N.V. (the 'Company') for 2024. It addresses Heineken Holding N.V.'s

corporate governance structure and the way Heineken Holding N.V. applies the principles

and best practices of the Dutch Corporate Governance Code 2022 (the 'Code'). The

complete text of the Code is available at www.mc cg.nl. This statement also includes the

information that the Company is required to disclose pursuant to the Dutch governmental

decree on Article 10 Takeover Directive (Besluit artikel 10 Overnamerichtlijn), the Dutch

governmental decree on the disclosure of non-financial information and Section 5:25c,

subsection 2 sub c of the Financial Supervision Act (Wet op het financieel toezicht). Most of

the required information has been integrated in this Corporate Governance Statement. For

the information that is not integrated refer to the section at the end of this Corporate

Governance Statement.

Policy principles

Heineken Holding N.V. is a public company with limited liability incorporated under the laws

of the Netherlands. Its shares are listed on the Amsterdam Stock Exchange, Euronext

Amsterdam. Standing at the head of HEINEKEN, Heineken Holding N.V. is not an ordinary

holding company. Since its formation in 1952, Heineken Holding N.V. seeks to promote the

continuity, independence and stability of HEINEKEN. This creates the conditions which

enable Heineken N.V. to pursue its long-term policy in the interest of the shareholders, the

staff and other stakeholders.

Pursuant to the Articles of Association of Heineken Holding N.V., its main object is to

manage or supervise the management of HEINEKEN and to provide services for

Heineken N.V., in accordance with the policy principles outlined above. Heineken

Holding N.V. does not engage in operational activities itself and employs no staff. The

operational activities have been assigned within HEINEKEN to Heineken N.V. and its

subsidiaries and associated companies. Within HEINEKEN, the primary duties of

Heineken N.V.’s Executive Board are to initiate and implement corporate strategy and to

manage Heineken N.V. and its related companies. Heineken N.V.’s Executive Board is

accountable to Heineken N.V.’s Supervisory Board and to the General Meeting of

Shareholders of Heineken N.V.

Heineken Holding N.V.’s income consists exclusively of dividends received on its interest in

Heineken N.V. Every Heineken N.V. share held by Heineken Holding N.V. is matched by one

share issued at the level of Heineken Holding N.V. The dividend payable on both shares is

identical.

Corporate Governance Code

The Code was first adopted in 2003 and was amended in 2008, 2016 and 2022. The

updated Code 2022 increases emphasis on: (i) sustainable long-term value creation, (ii) the

role of stakeholders, (iii) digitisation and (iv) diversity and inclusion. The implementation of

the Code as revised in 2022 was discussed during General Meeting of Shareholders on

25 April 2024.

As a Dutch listed company, Heineken Holding N.V. is subject to the Code and is required to

disclose in its Report of the Board of Directors to what extent it complies with the principles

and best practice provisions of the Code. The guiding principle is that corporate governance

requires a tailor-made approach and that non-application of individual provisions by a

company may be justified. While Heineken Holding N.V. endorses the principles of the

Code, the structure of HEINEKEN, and in particular the relationship between Heineken

Holding N.V. and Heineken N.V., prevents Heineken Holding N.V. from applying a number of


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	11

the Code’s best practice provisions. Most of the best practice provisions that Heineken

Holding N.V. cannot comply with, are met by Heineken N.V. instead. This is further

explained below.

Substantial changes in the Company’s corporate governance structure and in the

Company’s compliance with the Code, if any, will be submitted to the General Meeting of

Shareholders for discussion under a separate agenda item.

Heineken Holding N.V. Ownership based on issued shares



	L'Arche Green N.V.

		53.171%

	Heineken Holding N.V.
				46.829%*
				46.829%*

	Board of Directors

		50.005%

	Heineken N.V.
				49.995%
				49.995%


	Supervisory Board

	Executive Board

Shareholders			*Including the 0.03% stake held directly by Mrs C.L. de Carvalho-Heineken and 1,790% of Heineken Holding N.V. shares held by Heineken N.V.

Management

Public

Governance structure

Ownership

Heineken Holding N.V. has a 50.005% interest in the issued share capital of Heineken N.V.

Both companies are listed on Euronext Amsterdam.

As at 31 December 2024 L’Arche Green N.V., a company owned by the Heineken family and

the Hoyer family, holds a 53.171% (2023: 53.171%) interest of the issued share capital of

Heineken Holding N.V. The Heineken family holds 88.98% (2023: 88.98%) of the issued

share capital of L’Arche Green N.V. and the remaining 11.02% (2023: 11.02%) is held by the

Hoyer family. Mrs C.L. de Carvalho-Heineken also owns a direct 0.03% stake in Heineken

Holding N.V.

As at 31 December 2024, the Company’s interest in Heineken N.V. is 50.966% (2023:

50.94%) of the outstanding capital of Heineken N.V.

In respect of the Heineken Holding N.V. shares that are held by Heineken N.V. all voting

and dividend rights are suspended. As a consequence the economic ownership of Heineken

Holding N.V. in Heineken N.V. based on shares outstanding adjusted for treasury shares is

50.52% as at 31 December 2024.

For more information refer to the Notes to the Consolidated Financial Statements.

Management

Heineken Holding N.V. is managed by its Board of Directors, whose activities are directed

towards implementing the policy principles outlined above. Heineken Holding N.V. has a

one-tier board management structure. The Board of Directors comprises two executive

directors (uitvoerende bestuurders) and six non-executive directors (niet-uitvoerende

bestuurders). The executive directors are charged with the day-to-day management and

the preparation and implementation of the Board of Directors’ resolutions, and the non-

executive directors shall supervise the policy and functioning of the executive directors. The

Board of Directors has not installed any committees. The tasks, responsibilities and internal

procedural matters for the Board of Directors are addressed in the Articles of Association

and the Rules for the Board of Directors (available at www.heinekenholding.com).


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	12

Sustainable long-term value creation, stakeholders and culture

The development of and the manner of implementing HEINEKEN's strategy aimed at

sustainable long-term value creation as well as enabling a culture aligned with such

strategy is pursued by Heineken N.V. The operational activities for pursuing such strategy

are performed by Heineken N.V. Although Heineken Holding N.V. seeks to promote the

continuity, independence and stability of HEINEKEN, thereby enabling Heineken N.V. to

grow in a controlled and steady manner and to pursue its long-term policy in the interest of

all stakeholders, Heineken Holding N.V. does not have a sustainable long-term value

creation strategy, a policy on stakeholder engagement nor an aligned culture itself as it

manages or supervises HEINEKEN, but does not engage in any operational activities and

employs no staff. Heineken Holding N.V. therefore does not apply best practice provisions

1.1.1 up to and including 1.1.5 and 2.5.1, 2.5.2, 2.5.4 and 2.3.6 sub ix of the Code.

HEINEKEN's sustainable long-term value creation strategy and culture is described in the

Heineken N.V. Annual Report 2024. Heineken N.V.’s policy on stakeholder engagement is

available at www.theheinekencompany.com.

Risk management

As Heineken Holding N.V. does not perform operational management activities, it does not

have an internal risk management and control system to control any risks following from

such management and operational activities. Heineken Holding N.V. does therefore not

apply best practice provisions 1.2.1 up to and including 1.2.3, 1.4.1 up to and including

1.4.3 (i) and (ii) and 1.5.1 up to and including 1.5.4 of the Code. The Board of Directors will

therefore not provide the statement pursuant to best practice provision 1.4.3 (i) and (ii) of

the Code.

The risk management and control system for the operational activities of HEINEKEN is

described in the Heineken N.V. Annual Report 2024. Note 11.5 to the Consolidated

Financial Statements itemises the specific financial risks and explains the control system

relating to those risks. Based on the current state of affairs, it is justified that the financial

reporting is prepared on a going concern basis and the Annual Report states those material

risks and uncertainties that are relevant to the expectation of the Company's continuity for

the period of twelve months after the preparation of the Annual Report.

Internal audit function

An internal audit function in relation to internal risk management and control is not present

at the level of Heineken Holding N.V. as reviews of internal key processes, projects and

systems, based on HEINEKEN’s strategic priorities and most significant risk areas, are

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

provisions 1.3.1 up to and including 1.3.6 of the Code. Please refer to the Heineken N.V.

Annual Report 2024 for further information.

Misconduct and irregularities

Since Heineken Holding N.V. does not engage in any operational activities and employs no

staff, a monitoring of suspected misconduct or irregularities cannot be performed.

Heineken Holding N.V. does therefore not apply best practice provisions 2.6.1 up to and

including 2.6.4 and 2.3.6 sub x of the Code.

Contacts and dialogue with shareholders

As bilateral contacts with shareholders (i.e. analyst meetings, analyst presentations,

presentations to institutional or other investors and press conferences) take place at the

level of Heineken N.V., the Company does not apply best practice provisions 4.2.2 and 4.2.3

of the Code. Heineken N.V.’s policy on bilateral contacts with shareholders and further

relevant information can be found on: www.theheinekencompany.com.

Board of Directors

Composition

The Board of Directors consists of eight members:

Mr M. Das, non-executive director (Chair), executive directors Mrs C.L. de Carvalho-Heineken

and Mr M.R. de Carvalho, and non-executive directors Mrs C.M. Kwist, Mr A.A.C. de Carvalho,

Mrs A.M. Fentener van Vlissingen, Mrs L.L.H. Brassey and Mr J.F.M.L. van Boxmeer.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	13

Appointment and dismissal of members of the Board of Directors

The members of the Board of Directors are appointed by the General Meeting of

Shareholders from a non-binding recommendation drawn up by the Board of Directors.

The Board of Directors shall consist of:

(i) one or more executive directors, who shall be charged in particular with the day-to-

day management and the preparation and implementation of the Board of Directors’

resolutions; and

(ii) three or more non-executive directors, who shall supervise the policy and functioning

of the executive directors.

The majority of the members of the Board of Directors shall consist of non-executive

directors.

The General Meeting of Shareholders may suspend and/or dismiss members of the Board

of Directors by a resolution adopted by an absolute majority of the votes cast which

represents at least one-third of the issued capital.

An executive director of the Board of Directors may also be suspended by the Board of

Directors. The relevant executive director shall not participate in decision-making on his

suspension. A resolution to suspend an executive director shall require a unanimous vote by

all members of the Board of Directors except the executive director whose suspension is the

subject of the motion. A suspension imposed by the Board of Directors may be lifted at any

time by the General Meeting of Shareholders.

In the interest of preserving the core values and structure of HEINEKEN, the Company does

not apply the maximum appointment period to non-executive directors of the Board of

Directors who are:

(i) related by blood or affinity in the direct line of descent of Mr A.H. Heineken;

(ii) related by blood or affinity in the direct line of descent of Mr H.F. Hoyer; and

(iii) members of the Supervisory Board of Heineken N.V.

Therefore, the Company does not fully comply with best practice provision 2.2.2 of the

Code.

At the General Meeting of Shareholders on 25 April 2024, Mr J.F.M.L. van Boxmeer was

reappointed as non-executive director of the Board of Directors for the maximum period of

four years.

In accordance with the current rotation schedule, Mr A.A.C. de Carvalho will stand down at

the General Meeting of Shareholders on 17 April 2025. A non-binding recommendation,

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

Shareholders on 17 April 2025 to reappoint Mr A.A.C. de Carvalho as non-executive director

of the Board of Directors, for the maximum period of four years (i.e. until the end of the

General Meeting of Shareholders to be held in 2029).

A non-binding recommendation, drawn up by the Board of Directors, will be submitted to

the General Meeting of Shareholders on 17 April 2025 to appoint Mr R.J.M.S. Huët as non-

executive director of the Board of Directors, for the maximum period of four years (i.e. until

the end of the Annual General Meeting of Shareholders to be held in 2029). The Board of

Directors has appointed Mr Huët as Chair of the Board of Directors, conditional upon his

appointment as non-executive member of the Board of Directors. Mr Huët will step down as

member and Chair of the Supervisory Board of Heineken N.V. at the AGM of Heineken N.V.

in April 2025.

Mr M. Das will retire as non-executive member and Chair of the Board of Directors when his

current term ends at the AGM in April 2025. Mr M. Das was first appointed to the Board of

Directors in 1994 and held the role of Chair since 2002.

Profile

The Board of Directors does not have a separate profile for its non-executive members due

to the specific governance structure of the Board of Directors and aligns with the objectives

as referred to in the profile of the members of the Supervisory Board of Heineken N.V., the

Company therefore does not apply best practice provision 2.1.1 of the Code.

Diversity

Heineken Holding N.V. recognises the benefits of having a diverse and inclusive Board. The

Company seeks to promote diversity and inclusion among the members of the Board of

Directors in terms of nationality, age, gender diversity and educational, professional and

geographical background and experience of the individual members. The Company aims to


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	14

create a balance, to the extent possible, in which the diversity referred to above is

expressed and where the objective is to comply, at the very least, with the statutory

requirements.

With respect to gender diversity, Dutch law stipulates that large Dutch public companies

with one-tier boards, such as the Company, are deemed to have a balanced composition if

at least one-third of the non-executive directors are female and at least one-third of the

non-executive directors are male members. The non-executive directors currently consist of

three female and three male members; the composition is therefore balanced.

Also, large companies such as the Company should determine an ambitious and

appropriate target to promote gender diversity in the Board of Directors. The Company's

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

executive directors is male. However, the number of executive directors may have a certain

impact on the gender balance. Currently, the executive directors of the Board of Directors

are one female and one male member; i.e. 50% of the executive positions are filled by

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

The Board of Directors represents three nationalities (Dutch, British and Belgian) and has

an age range between 38 and 80. Furthermore, the members of the Board of Directors

have varied academic and professional backgrounds.

Independence

Heineken Holding N.V. endorses the principle that the composition of the Board of

Directors shall be such that its members are able to act critically and independently of one

another and of any particular interests.

Given the structure of HEINEKEN, the Company is of the opinion that, in the context of

promoting the continuity, independence and stability of HEINEKEN, it is in its best interest

and that of its stakeholders that the Board of Directors includes a fair and adequate

representation of persons who are related by blood or affinity in the direct line of descent

of Mr A.H. Heineken or Mr H.F. Hoyer, even if those persons would not, formally speaking, be

considered ‘independent’ within the meaning of best practice provision 2.1.8 of the Code.

Currently, five of the six non-executive directors of the Board of Directors do not qualify as

‘independent’ as per best practice provision 2.1.8 of the Code pursuant to which Heineken

Holding N.V. does not comply with best practice provision 2.1.7 of the Code.

These five non-executive directors do in a strictly formal sense not meet several criteria for

being ‘independent’ as set out in the Code.

Mr M. Das does not qualify as independent pursuant to best practice provision 2.1.8 sub iii

of the Code, as he had an important business relationship with Heineken Holding N.V. as

advisor of the Company in the year prior to his appointment. Mr M. Das is also not

independent pursuant to best practice provision 2.1.8 sub vii of the Code as he is a member

of the management board of L'Arche Green N.V., an entity that holds at least 10% of the

shares in the Company.

Mrs C.M. Kwist is not independent pursuant to best practice provision 2.1.8 sub vii of the

Code, as she is a member of the management board of L'Arche Green N.V., an entity that

has a shareholding in Heineken Holding N.V. of at least 10%. She is also a member of the

Hoyer family, the family that together with the Heineken family owns L’Arche Green N.V.,

an entity that has a shareholding in Heineken Holding N.V. of at least 10%.

Mr A.A.C. de Carvalho is not considered independent pursuant to best practice provision

2.1.8 sub i of the Code, as he is a relative by blood of the executive members of the

Company. In addition, pursuant to best practice provision 2.1.8 sub vi of the Code,

Mr A.A.C. de Carvalho is not considered independent being the son of Mrs C.L. de Carvalho-

Heineken, the latter having an indirect shareholding of at least 10% in the Company. Nor is

Mr A.A.C. de Carvalho considered independent pursuant to best practice provision

2.1.8 sub vii of the Code, as he is a relative by blood of members of the management board

of L'Arche Green N.V., an entity that has a shareholding in Heineken Holding N.V. of at least

10%.

Mrs L.L.H. Brassey is not considered independent pursuant to best practice provision

2.1.8 sub i of the Code, as she is a relative by blood of the executive members of the

Company. In addition, pursuant to best practice provision 2.1.8 sub vi of the Code,

Mrs L.L.H. Brassey is not considered independent being the daughter of

Mrs C.L. de Carvalho-Heineken, the latter having an indirect shareholding of at least 10% in

the Company. Nor is Mrs L.L.H. Brassey considered independent pursuant to best practice

provision 2.1.8 sub vii of the Code, as she is a relative by blood of members of the

management board of L'Arche Green N.V., an entity that has a shareholding in

Heineken Holding N.V. of at least 10%.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	15

Mr J.F.M.L. van Boxmeer does not qualify as independent pursuant to best practice

provision 2.1.8 sub i of the Dutch Corporate Governance Code, as he has been

Heineken N.V.’s CEO and Chair of the Executive Board in the five years prior to his

appointment.

Heineken Holding N.V. does not comply with best practice provision 5.1.3 of the Code as

Mr M. Das, the Chair of the Board of Directors (i) used to be a former (executive) member

of the Board of Directors prior to the implementation of the one-tier management

structure, and (ii) is not considered independent pursuant to best practice provisions

2.1.8 sub iii and vii of the Code, as described above.

The Board of Directors has ascertained that the non-executive directors in fact act critically

and independently. However, Heineken Holding N.V. does not comply with best practice

provision 2.1.7 and 2.1.9 of the Code and the Company does therefore not apply best

practice provision 2.1.10 of the Code, to the extent that this provision provides that the

Report of the Board of Directors shall state that best practice provisions 2.1.7 through 2.1.9

of the Code have been fulfilled.

Chair of the Board of Directors

As a result of the specific structure, not all tasks of the chair that are listed in best practice

provision 2.3.6 of the Code can be applied. Best practice provisions 2.3.6 sub ii and 2.3.7 of

the Code are also not applied as the Board of Directors has not appointed a vice-chair.

Evaluation

The Board of Directors does not conduct sessions to evaluate its own functioning, and that

of its individual members. Considering the governance structure of Heineken Holding N.V.

and the activities of the Board of Directors for the Company, the Board of Directors feels

that it has a sufficient view on the performance, working methods, procedures and

functioning of the Board of Directors and its individual members. The Company therefore

does not apply best practice provisions 2.2.6 up to and including 2.2.8 and 2.3.6 sub vi of

the Code.

Committees

The Board of Directors has not installed committees as the establishment of such

committees does not fit the specific structure of Heineken Holding N.V. The Company does

therefore not apply best practice provisions 2.3.2 up to and including 2.3.5 and 2.3.6 sub v

of the Code and related provisions. Although Heineken Holding N.V. does not have any

committees itself, the relevant findings of the various committees of the Supervisory Board

of Heineken N.V. are shared with Heineken Holding N.V. as the Board of Directors of

Heineken Holding N.V. meets with the Preparatory Committee of Heineken N.V. on several

occasions.

Attendance

The Board of Directors confirms that all non-executive directors of the Board of Directors

have adequate time available to give sufficient attention to the concerns of the Company.

In 2024, the attendance rate was 98% for the meetings of the Board of Directors.

In accordance with best practice provision 2.4.4 of the Code, the table below provides an

overview of the attendance record of the individual non-executive directors of the Board of

Directors. Attendance is expressed as a number of meetings attended out of the number

eligible to attend. The Board of Directors met with the Preparatory Committee of the

Supervisory Board of Heineken N.V. on six occasions in 2024. In addition to the meetings

with the Preparatory Committee of the Supervisory Board of Heineken N.V., the Board of

Directors also met separately on two occasions to discuss, among other things, the Report

of the Board of Directors and the financial statements for 2023 and the first half of 2024.


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


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	16

Conflict of interest

The Code, the Articles of Association and the Rules of the Board of Directors of the

Company prescribe how to deal with conflicts of interest between the Company and

members of the Board of Directors. In 2024, no transactions were reported under which

a member of the Board of Directors had a conflict of interest that was of material

significance.

Remuneration Policy

Pursuant to Dutch law the Remuneration Policy must be submitted to the General Meeting

of Shareholders for adoption at least once every four years. The current Remuneration

Policy was adopted by the General Meeting of Shareholders on 25 April 2024.

Given the specific structure of Heineken Holding N.V. certain best practice provisions under

the remuneration related principles (3.1, 3.2 and 3.4 of the Code) that are inconsistent with

the Company’s Remuneration Policy are not applied or are considered to be not applicable.

More information on how the policy was applied can be found in the Remuneration Report

on page 49 and further and note 13.3 to the Consolidated Financial Statements.

General Meeting of Shareholders

Agenda

The Annual General Meeting of Shareholders shall be held each year within six months of

the end of the financial year, the agenda for which shall, inter alia, include:

■ consideration of the Management Report;

■ the adoption of the Remuneration Policy of the Board of Directors, insofar as

adjustments to that policy lead to a new policy or at least every four years after

adoption;

■ the Remuneration Report of the members of the Board of Directors for an advisory

vote;

■ consideration and adoption of the Financial Statements;

■ discharge of the members of the Board of Directors in respect of their management;

and

■ announcement of the appropriation of profit and dividend.

Location

General Meetings of Shareholders shall be held in Amsterdam. The General Meeting of

Shareholders of 2024 was held on 25 April 2024 in De La Mar Theatre in Amsterdam.

Shareholders could attend in person but virtual attendance was also facilitated.

Convocation

The Board of Directors shall convene a General Meeting of Shareholders by convocation

notice at least forty-two (42) days before the meeting. The convocation notice shall include

the agenda of the meeting, the place and time of the meeting, as well as the procedure for

participation in the meeting.

The Board of Directors is obliged to convene a General Meeting of Shareholders at the

request of shareholders who together own at least 10% of the issued share capital. Such

meeting shall be held within eight weeks of receipt of the request and shall consider the


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	17

matters specified by those requesting the meeting, failing which the shareholders may seek

judicial leave to call a General Meeting of Shareholders.

Record date

For each General Meeting of Shareholders, Dutch law provides a record date for the

exercise of the voting rights and participation in the meeting, which record date is the 28th

day prior to the date of the meeting. The record date shall be included in the convocation

notice, as well as the manner in which those entitled to attend and/or vote in the meeting

can be registered and the manner in which they may exercise their rights. Only persons who

are shareholders on the record date may participate and vote in the General Meeting of

Shareholders.

The record date for the Annual General Meeting of Shareholders on 17 April 2025 has been

set 28 days before the Annual General Meeting of Shareholders, i.e. on 20 March 2025.

Right of shareholders to include items on the agenda

An item that one or more shareholders which alone or together represent at least 1% of the

issued capital have requested to be placed on the agenda shall be included in the notice of

meeting or announced in a similar manner, provided that the Board of Directors receives

the request in writing, which request is to be furnished with reasons or accompanied by a

proposal for a resolution, not later than the 60th day before the date of the General

Meeting of Shareholders. If shareholders have requested that an item be placed on the

agenda, they shall explain this to the meeting and answer any questions thereon.

Best practice provision 4.1.6 of the Code states: "A shareholder should only exercise the

right to put items on the agenda after they have consulted with the management board on

this. If one or more shareholders intend to request that an item be put on the agenda that

may result in a change in the company’s strategy, for example as a result of the dismissal of

one or several management board or supervisory board members, the management board

should be given the opportunity to stipulate a reasonable period in which to respond (the

response time). The opportunity to stipulate the response time should also apply to an

intention as referred to above for judicial leave to call a general meeting pursuant to

Section 110, Book 2 of the Dutch Civil Code. The relevant shareholder should respect the

response time stipulated by the management board, within the meaning of best practice

provision 4.1.7."

Pursuant to best practice provision 4.1.7 of the Code, if the Board of Directors stipulates a

response time, such period may not exceed 180 days from the date on which the Board of

Directors is informed by one or more shareholders of their intention to place an item on the

agenda to the date of the General Meeting of Shareholders at which the item is to be

considered. The Board of Directors shall use the response time for further deliberation and

constructive consultation. A response time may be stipulated only once for any given

General Meeting of Shareholders and may not apply to an item in respect of which the

response time has been previously stipulated.

Statutory cooling-off period

Dutch law provides a statutory cooling-off period of up to 250 days during which the

General Meeting of Shareholders would not be able to dismiss, suspend or appoint

members of the Board of Directors (or amend the provisions in the Articles of Association

governing these matters) unless these matters were proposed by the Board of Directors.

This cooling-off period can only be invoked by the Board of Directors in certain limited

(hostile) events prescribed by Dutch law. Dutch law provides for certain early termination

events. In addition, one or more shareholders that may (individually or jointly) exercise the

right to include items on the agenda of the general meeting at the time that the cooling-

off period is invoked, may request the Enterprise Chamber (Ondernemingskamer) of the

Amsterdam Court of Appeals (Gerechtshof Amsterdam) for early termination of the

cooling-off period. In some circumstances, the Enterprise Chamber must rule in favour of

the request.

During the cooling-off period, if invoked, the Board of Directors must gather all relevant

information necessary for a careful decision-making process. In this context, the Board of

Directors must at least consult with shareholders representing at least three percent (3%)

of the Company’s issued share capital at the time the cooling-off period was invoked.

Formal statements expressed by these stakeholders during such consultations must be

published on www.heinekenholding.com to the extent these stakeholders have approved

that publication. Ultimately one week following the last day of the cooling-off period, the

Board of Directors must publish a report in respect of its policy and conduct of affairs

during the cooling-off period on www.heinekenholding.com. This report must also remain

available for inspection by the shareholders and others with meeting rights under Dutch

law at the Company’s office and must be tabled for discussion at the next General Meeting

of Shareholders.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	18

Participation in person, by proxy or through electronic communication

Each shareholder is entitled, either in person or by proxy, to attend the General Meeting of

Shareholders, to address the meeting and to exercise his or her voting rights. The Board of

Directors may determine that the powers set out in the previous sentence may also be

exercised by means of electronic communication. If a shareholder wants to exercise his or

her rights by proxy, the written power of attorney must be received by the Company no

later than on the date indicated for that purpose in the convocation notice. The

convocation notice provides further information about the procedures for admittance to

and representation at the General Meeting of Shareholders by written proxy.

Attendance register

Each person entitled to vote or otherwise entitled to attend a General Meeting of

Shareholders, or their representatives, shall have to sign the attendance register, stating

the number of shares and votes they represent.

Chair of the General Meeting of Shareholders

The General Meeting of Shareholders shall be presided over by the Chair of the Board of

Directors or, in his absence, by one of the members of the Board of Directors present at the

meeting, to be appointed by the latter in consultation. If no members of the Board of

Directors are present, the meeting shall appoint its own Chair.

Voting

All resolutions of the General Meeting of Shareholders shall be adopted by an absolute

majority of the votes cast, unless Dutch law or the Company’s Articles of Association

stipulate otherwise. Each share confers the right to cast one vote. Once cast, a vote cannot

be revoked. Blank votes shall be deemed not to have been cast.

The Board of Directors may determine in the convocation notice that votes cast

electronically in advance of the meeting are to be equated to votes cast during the

meeting. No votes may be cast prior to the record date. A shareholder who has voted

electronically prior to the General Meeting of Shareholders remains entitled to attend and

address the General Meeting of Shareholders, either in person or represented by a proxy

granted in writing.

Voting results from the General Meeting of Shareholders will be made available at

www.heinekenholding.com within 15 days.

Resolutions to be adopted by the General Meeting of Shareholders

The General Meeting of Shareholders has authority to adopt resolutions concerning inter

alia the following matters:

■ issue of shares by the Company or grant of rights to subscribe for shares (and

authorisation of the Board of Directors to resolve that the Company issues shares or

grants rights to subscribe for shares);

■ restriction or exclusion of pre-emptive rights (and authorisation of the Board of

Directors to resolve that the Company restricts or excludes shareholder’s pre-emptive

rights);

■ authorisation of the Board of Directors to resolve that the Company acquires its own

shares other than for no consideration;

■ cancellation of shares and reduction of the share capital;

■ appointment of members of the Board of Directors from a non-binding

recommendation drawn up by the Board of Directors;

■ the remuneration policy for the Board of Directors;

■ suspension and dismissal of members of the Board of Directors;

■ adoption of the financial statements;

■ discharge of the members of the Board of Directors in respect of their management;

■ the profit reservation and distribution policy;

■ a substantial change in the corporate governance structure;

■ (re)appointment of the external auditor;

■ amendment of the Articles of Association; and

■ winding-up of the Company.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	19

Board of Directors’ resolutions on any material change in the nature or identity of the

Company or enterprise shall be subject to the approval of the General Meeting of

Shareholders. This would at least include resolutions relating to:

a. transfer of all or virtually all of the Company’s enterprise to a third party;

b. entry into or termination of a lasting cooperation between the Company or

a subsidiary and another legal entity or partnership or as general partner in a limited

partnership or general partnership where such cooperation or termination thereof

has material significance for the Company; and

c. acquisition or disposal by the Company or a subsidiary of an interest in the capital

of another company amounting to one third or more of the Company’s assets

as disclosed in its consolidated statement of financial position and notes thereto

according to its most recently adopted financial statements.

Minutes

The draft minutes of the General Meeting of Shareholders are available at

www.heinekenholding.com no later than three months after the General Meeting of

Shareholders. Shareholders have the opportunity to provide comments in the subsequent

three months, after which the minutes are adopted by the Chair and the Secretary of the

General Meeting of Shareholders. The adopted minutes are also available at

www.heinekenholding.com and on request.

Provision of information

The Board of Directors shall provide the General Meeting of Shareholders with all the

information it may require, unless there are compelling reasons to withhold it in the

Company’s interest. If the Board of Directors withholds information on the grounds of

the Company’s interest, it shall give its reasons for doing so.

Amendment of the Articles of Association

The Articles of Association may be amended by a resolution adopted by the General

Meeting of Shareholders in which at least half of the issued capital is represented.

A resolution to amend the Articles of Association must in all cases be stated in the notice of

meeting and a copy of the resolution, containing the literal text of the proposed

amendment, must be made available for inspection by shareholders. If the required capital

is not represented at the meeting, a second General Meeting of Shareholders must be held

within eight weeks of that meeting, at which a resolution to amend the Articles of

Association may be adopted irrespective of the capital represented.

Acquisition of own shares

On 25 April 2024 the General Meeting of Shareholders authorised the Board of Directors

(for the statutory maximum period of 18 months) to acquire own shares subject to the

following conditions and with due observance of the law and the Articles of Association:

a. the maximum number of shares which may be acquired is 10% of the issued share

capital of the Company per 25 April 2024;

b. transactions must be executed at a price between the nominal value of the shares

and 110% of the opening price quoted for the shares in the Official Price List (Officiële

Prijscourant) of Euronext Amsterdam on the date of the transaction or, in the absence

of such a price, the latest price quoted therein; and

c. transactions may be executed on the stock exchange or otherwise.

Issue of shares

On 25 April 2024 the General Meeting of Shareholders authorised the Board of Directors

(for a period of 18 months) to issue shares or grant rights to subscribe for shares, with due

observance of the law and the Articles of Association. The authorisation is limited to 10%

of the issued share capital of the Company as per 25 April 2024.

The General Meeting of Shareholders on 25 April 2024 also authorised the Board of

Directors, for a period of 18 months, to restrict or exclude shareholders’ pre-emptive rights

in relation to the issue of shares or the granting of rights to subscribe for shares, with due

observance of the law and the Articles of Association. The authorisation is limited to 10%

of the issued share capital of the Company as per 25 April 2024.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	20

Article 10 of the EU Takeover Directive Decree

Capital Structure

Heineken Holding N.V.’s issued capital consists of 288,030,168 shares with a nominal value

of €1.60 each. The shares are listed on Euronext Amsterdam. Each share carries one vote.

All shares carry equal rights and are freely transferable.

Substantial shareholdings

Pursuant to the Financial Supervision Act and the Decree on Disclosure of Major Holdings

and Capital Interests in Issuing Institutions (Besluit melding zeggenschap en

kapitaalbelang in uitgevende instellingen Wft), the Netherlands Authority for the Financial

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

or more) regarding the Company:

■ 20 April 2018: Mrs C.L. de Carvalho-Heineken (0.03%, held directly; 52.60%, held

indirectly through L'Arche Green N.V., L’Arche Holding B.V. and Stichting

Administratiekantoor Priores).

■ 31 May 2023: Mr W.H. Gates III (2.31% directly; 3,25% held indirectly through Bill &

Melinda Gates Foundation Trust) (initial notification 17 February 2023).

* The AFM register for substantial shareholdings is no longer up-to-date. For the situation as at 31 December 2024 reference is

made to the organisation chart on page 11.

Restrictions related to shares

There are no restrictions on the voting rights on shares of Heineken Holding N.V.

Share plans

Heineken Holding N.V. has no staff share plan or option plan.

Change of control

The Company is not a party to material agreements which are in any way subject to or

affected by a change of control over the Company following a public offer as referred to in

Section 5:70 of the Financial Supervision Act. There are no agreements under which

Heineken Holding N.V. is liable to make any payment to members of the Board of Directors

on resignation following a public offer as referred to in Section 5:70 of the Financial

Supervision Act.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	21

SUSTAINABILITY

STATEMENTS

REPORT OF THE

BOARD OF DIRECTORS

Introduction

In January 2023, the Corporate Sustainability Reporting Directive (CSRD) came into force,

introducing sustainability disclosure requirements for certain companies. These disclosures

must be presented in a consolidated sustainability statement. Within HEINEKEN, both

Heineken Holding N.V. and Heineken N.V. are subject to the requirements of the CSRD and

the European Sustainability Reporting Standards (ESRS).

Heineken Holding N.V. operates exclusively as a holding company without direct

operational activities, employees or physical offices. The number of employees at the level

of Heineken N.V. is the same for Heineken Holding N.V. The main objective of Heineken

Holding N.V. is to manage or supervise the management of Heineken N.V. and to safeguard

the interests of the shareholders and other stakeholders of Heineken Holding N.V. Running

the operations and the strategy of the business is the responsibility of the Executive Board

of Heineken N.V. under supervision of its Supervisory Board. The governance structure

implies different responsibilities for Heineken Holding N.V. and for Heineken N.V., also in

the reporting on sustainability. Heineken Holding N.V. has never disclosed information on

non-financial key performance indicators in its Annual Report.

Heineken Holding N.V.’s primary role is to ensure that Heineken N.V. is adhering to long-

term strategy, policy and goals, including sustainability objectives. Since Heineken Holding

N.V. exercises oversight over Heineken N.V.’s operations but is not involved in day-to-day

operations, the sustainability strategy and the materiality topics for Heineken N.V. are

aligned with Heineken Holding N.V.’s objectives. For more information see page 26 of these

Sustainability Statements.

Incorporation by reference

To maintain consistency, transparency, and alignment with the CSRD and the ESRS,

Heineken Holding N.V. has incorporated by reference Heineken N.V.’s Sustainability

Statements in its own Sustainability Statements. Incorporating Heineken N.V.’s

Sustainability Statements by reference has the following advantages: (1) It prevents

duplication of reporting efforts between Heineken Holding N.V. and Heineken N.V.,

ensuring that only the material disclosures are presented, (2) Stakeholders will have a clear

understanding that Heineken Holding N.V.’s Sustainability Statements draws on Heineken

N.V.’s comprehensive and operationally relevant disclosures, thereby ensuring alignment in

reporting across HEINEKEN and (3) This approach supports a unified reporting standard

across Heineken Holding N.V. and Heineken N.V., helping to maintain consistency and

alignment with the CSRD, the ESRS and other European regulations.

The consolidated Sustainability Statements of Heineken Holding N.V. primarily reflect the

consolidated sustainability information of Heineken N.V. supplemented where necessary

with a so-called ‘top-up’ of disclosures specific to Heineken Holding N.V., as required by the

ESRS. The top-up approach is particularly suited to Heineken Holding N.V.'s context, given

its absence of operational activities, employees, and physical offices.

Incorporating by reference has been executed thoughtfully, with attention to the

readability and coherence of Heineken Holding N.V.'s Sustainability Statements. All

referenced documents are published prior to or simultaneously with Heineken N.V.'s Annual

Report and Sustainability Statements, in the same language, subject to the same level of

assurance, and in compliance with the technical digitization requirements.

The Sustainability Statements of Heineken N.V. will be published in the Heineken N.V.

Annual Report on the website of Heineken N.V.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	22

Double Materiality Assessment (DMA)

Heineken Holding N.V.’s role is largely strategic and supervisory, focusing on overseeing

Heineken N.V.’s operations and ensuring that Heineken N.V.’s sustainability practices align

with HEINEKEN’s overall objectives. Heineken Holding N.V. is still responsible for ensuring

compliance with relevant regulations, such as the CSRD and the ESRS, even though it does

not have operational activities. As part of the CSRD, Heineken Holding N.V. is required to

disclose its sustainability strategy, governance approach, and material risks. Since Heineken

N.V. is a key part of Heineken Holding N.V.’s operations and governance structure, it is

appropriate for Heineken Holding N.V. to rely on Heineken N.V.’s DMA for its sustainability

reporting. Heineken Holding N.V.’s adoption of Heineken N.V.’s DMA ensures that the

material sustainability risks and opportunities affecting HEINEKEN are accurately captured

and reported in accordance with regulatory requirements. Due to its governance structure,

Heineken Holding N.V. monitors and oversees the processes that Heineken N.V. uses to

identify material topics, ensuring compliance at group level. Heineken Holding N.V.

reviewed and assessed the outcomes of Heineken N.V.'s DMA to ensure alignment and

determined that it felt aligned with its conclusions and scope. This approach ensures that

Heineken Holding N.V.’s Sustainability Statements reflect the most accurate and relevant

material issues concerning HEINEKEN, without duplicating efforts or introducing

unnecessary complexity.

Top-up Disclosure for Full Compliance

Top-up disclosures are necessary to ensure full compliance with the CSRD and the ESRS for

Heineken Holding N.V. For each applicable ESRS standard, Heineken Holding N.V. assessed

whether any additional disclosures were necessary. The top-up consists mainly of Heineken

Holding N.V.’s own general description in accordance with ESRS and, where appropriate,

certain specific top-up disclosures for ESRS topical standards. Certain data points,

particularly those related to operational activities, do not require further input from

Heineken Holding N.V. and can therefore be directly sourced from Heineken N.V.'s

Sustainability Statements.

See from page 45 for an overview of the sustainability information as included in the

Sustainability Statements of Heineken N.V. as incorporated by reference herein. The parts

of Heineken N.V.’s Sustainability Statements set out in the aforementioned overview shall

be deemed to be incorporated in, and to form part of, these Sustainability Statements of

Heineken Holding N.V. and these Sustainability Statements of Heineken Holding N.V.

should be read and construed in conjunction with such (parts of) Heineken N.V.’s

Sustainability Statements.

Brew a Better World (BaBW)

HEINEKEN’s Sustainability Strategy is called "Brew a Better World" (BaBW). This strategy

aims to minimize the negative and maximise the positive impacts on society and the

environment. HEINEKEN is now four years into developing and executing its Brew a Better

World 2030 ambitions, which are an important part of HEINEKEN's business and of

HEINEKEN's decision-making. The strategy prioritises HEINEKEN’s three pillars:

Environmental, Social, and Responsible and within these HEINEKEN phases and prioritises

its efforts, targeting actions where it is most needed and where feasible for the business.

The specific goals within BaBW do not always fully align with the comparable metrics

required under the ESRS. As HEINEKEN continues to mature its approach to disclosure,

HEINEKEN will look to further align how it reports progress on their strategic ambitions

while meeting mandatory requirements.

For more information about BaBW and the CSRD we refer to the Introduction section

(pages 140-147) of the Sustainability Statements of Heineken N.V.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	23

Heineken N.V.

ESRS 2 General Disclosures


Topical Standards

	Environmental	Social	Responsible

	ESRS E1	ESRS S1	ESRS S4
	Climate change	Own workforce	Consumers and end-users

	ESRS E3	ESRS S2
	Water	Workers in the value chain

	ESRS E5
	Resource use and circular economy

Heineken Holding N.V.

top-up

ESRS 2 General Disclosures



	Incorporation by reference

	See pages 45 and further for an overview of the sustainability information as included in the Sustainability Statement of Heineken N.V. as incorporated by reference into the Heineken Holding N.V. Consolidated Sustainability Statements, supplemented with any additional data specific to Heineken Holding N.V., were applicable.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	24

ESRS 2 GENERAL

DISCLOSURES

SUSTAINABILITY

STATEMENTS

General basis of preparation of the Sustainability

Statements

Basis of sustainability statements

Heineken Holding N.V. has prepared its Sustainability Statements for the year 2024 on a

consolidated basis in accordance with the European Sustainability Reporting Standards

(ESRS), as adopted by the European Union, even before the CSRD has been adopted in

Dutch law with implementation guidance still being published by bodies such as EFRAG and

the European Commission. Heineken Holding N.V. prepared its sustainability statements on

the basis of the draft CSRD implementation legislation that was published by the Dutch

legislator in the course of 2024 and which was not implemented on 31 December 2024.

HEINEKEN recognises that the requirements may evolve when implementation in Dutch

law will take place and when additional implementation guidance becomes available. The

late implementation of the CSRD in the Netherlands means that until the CSRD has been

implemented into Dutch law, the non-financial information included in Heineken Holding

N.V.'s annual report will have to be prepared in accordance with Book 2 of the Dutch Civil

Code and the Decree on non-financial information (‘Besluit niet-financiële informatie’). In

preparation of the implementation of the CSRD into Dutch law, the manner in which

Heineken Holding N.V.'s annual report complies with the Decree on non-financial

information should be considered to be aligned with the manner in which we applied the

reporting requirements of the ESRS.

Consolidated sustainability statements

The scope of entities included in the sustainability statements is equivalent to the

consolidated entities included in the financial statements and in addition, relevant

upstream and downstream elements of the value chain.

Coverage of value chain

The value chain of Heineken N.V. covers the entire value chain of Heineken N.V.,

encompassing both its downstream and upstream components, and therefore also covers

the value chain of Heineken Holding N.V. As a result, the coverage of the value chain of

Heineken Holding N.V. per material topic is included in the Impacts, Risks and Opportunities

table on page 38.

ESRS 1 allows companies to not yet incorporate the value chain impact for certain metrics.

HEINEKEN has made use of this exemption, by not including the impact of non-

consolidated joint ventures and associates in our sustainability statements. HEINEKEN

does not have control over these entities, and will assess in the coming years how to

incorporate these entities in its sustainability statements. In addition, HEINEKEN applied

the value chain exemption for a quantitative disclosure on post-consumer packaging waste,

refer to section 'Resource use and circularity - metrics' of the Heineken N.V. Sustainability

Statements for further information.

The value chain exemption can be applied during the first three reporting years.

Omission of information

The ESRS guidance allows companies to omit a specific piece of information corresponding

to intellectual property, know-how or the results of innovation.

HEINEKEN has not utilised this option to omit a specific piece of information regarding the

above.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	25

Use of exemption for disclosure

For certain metrics, HEINEKEN makes use of the option to phase in the disclosures. The

phase-in period varies from one year up to three years, depending on the metric. Where we

applied a phase-in allowance, this is included in Appendix 5 'Reference table' of the

Heineken N.V. Sustainability Statements.

For metrics that were reported in Heineken N.V.'s 2023 Sustainability Review, HEINEKEN

discloses the comparatives. For metrics that have not been reported previously, HEINEKEN

applies the exemption to not report any comparatives.

HEINEKEN, being based in an EU member state that permits the exemption from disclosure

of impending developments or matters in the course of negotiation, has not utilised this

provision (as outlined in articles 19a(3) and 29a(3) of Directive 2013/34/EU).

First year reporting

HEINEKEN, as most other reporters, is issuing its sustainability statements in accordance

with ESRS for the first time. As CSRD is new to the market as a whole, there is not yet a

developed market practice. HEINEKEN has therefore not been able to benchmark its

methodologies, metrics and calculations against what will be common practice in the

market. As additional guidance on ESRS interpretation will develop during the coming

years, practices will become more established. Sustainability information is therefore

expected to get more uniform over time. HEINEKEN will continue to monitor these

developments to apply in HEINEKEN's Sustainability Statements.

Disclosures in relation to specific circumstances

Time horizons

HEINEKEN has applied the following forward-looking time intervals for preparing its

sustainability statements, unless otherwise noted in the respective disclosure:

■ Short-term time horizon: one year

■ Medium-term time horizon: between one and five years

■ Long-term time horizon: more than five years

Value chain estimation

Certain metrics include external sources or information to estimate upstream or

downstream value chain data. Where HEINEKEN has used external sources or data, this is

included in Appendix 4 'Basis of preparation' of the Heineken N.V. Sustainability

Statements of the respective metric. It also describes the level of accuracy of the estimates

used, and its planned action to improve the accuracy, where applicable.

Sources of estimation and outcome uncertainty

Certain metrics reported in HEINEKEN's sustainability statements include third-party

information and/or are subject to judgements, estimates, and assumptions. When

available, HEINEKEN makes use of general well-known and reliable external sources and

historical experience to arrive at reasonable and fair judgements, estimates and

assumptions. Judgements, estimates, and assumptions are regularly reviewed and updated.

At the same time, HEINEKEN acknowledges that the use of third-party information and the

aforementioned techniques implicitly bear the risk of outcome uncertainty. Given that the

CSRD and the ESRS do not provide specific requirements on the validation process of third-

party data, HEINEKEN's current data validation process is based on high-level assessments

and available guidance. HEINEKEN relied on actual data and in limited cases, where such

information was not complete, HEINEKEN made use of assumptions and estimates.

HEINEKEN's use of estimates is most significant for environmental metrics, such as the

disclosure requirements for gross Scopes 1, 2, 3, and total Greenhouse Gas (GHG)

emissions. These Scopes are calculated on a consolidated level for Heineken N.V., which

includes direct and indirect GHG emissions data from Heineken N.V.'s own operations (e.g.,

offices, purchased electricity, heat, or steam) and Heineken N.V.'s production entities. Since

Heineken Holding N.V. does not have offices or operational assets, its specific data is

estimated to be zero. Where HEINEKEN has used third-party information, estimates,

judgements and/or assumptions, this is included in Appendix 4 'Basis of preparation' of the

Heineken N.V. Sustainability Statements for the respective metric.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	26

Changes in preparation or presentation of sustainability information

The sustainability information has been prepared, for the first time, in accordance with the

ESRS. In 2024 HEINEKEN has announced a refinement of its Brew a Better World approach

and goals. In practical terms this means HEINEKEN has adjusted some goals, others have

become ‘business as usual’, and new goals have been added. In cases where goals have

been changed, this is explained in the metrics and targets section of the topical sections of

the Heineken N.V. Sustainability Statements.

Incorporation by reference

As explained in the introduction of these Sustainability Statements, Heineken Holding N.V.

incorporates by reference the Heineken N.V.'s Sustainability Statements, see page 23 for an

overview. The incorporation by reference of Heineken N.V.'s sustainability pages starts on

page 45 of these Sustainability Statements.

Within the Heineken N.V. Sustainability Statements, some disclosures are incorporated by

reference. In such cases, a reference to sections of the Annual Report of Heineken N.V. is

included in the respective disclosure. See Appendix 1 'Incorporation of reference' of the

Heineken N.V. Sustainability Statements with an overview of these references.

Voluntary disclosures

HEINEKEN's Sustainability Statements contain the mandatory disclosure requirements

following from the ESRS. This means that information is included relating to sustainability

topics that qualify as material topics within the meaning of the ESRS, as well as general

sustainability information that must be disclosed regardless of materiality. In addition to

mandatory information, HEINEKEN believes it is beneficial for users of these sustainability

statements to include certain information on a voluntary basis on topics that have not

been identified as material. These disclosures are indicated as voluntary disclosures

throughout the Sustainability Statements.

GOVERNANCE

Role of the Board of Directors in sustainability matters

Composition of the Board of Directors

Heineken Holding N.V. has a one-tier board management structure. The Board of Directors

comprises two executive directors (uitvoerende bestuurders) and six non-executive directors

(niet-uitvoerende bestuurders). The tasks, responsibilities and internal procedural matters

for the Board of Directors are addressed in the Articles of Association and the Rules for the

Board of Directors (both available on Heineken Holding N.V.’s website).

Heineken Holding N.V. recognises the benefits of having a diverse and inclusive Board. The

Company seeks to promote diversity and inclusion among the members of the Board of

Directors in terms of nationality, age, gender diversity and educational, professional and

geographical background and experience of the individual members. The Board of

Directors does not have a separate profile for its non-executive members due to the specific

governance structure of the Board of Directors and aligns with the objectives as referred to

in the profile of the members of the Supervisory Board of Heineken N.V. As per

31 December 2024, the executive directors of the Board of Directors consist of one female

and one male member (50% female, 50% male, resulting in a 50% average). As per

31 December 2024, the non-executive directors of the Board of Directors consist of three

female and three male members (50% female and 50% male, also resulting in a 50%

average).

Currently, five of the six non-executive directors of the Board of Directors do not qualify as

‘independent’ as meant in the Dutch Corporate Governance Code (17% independent and

83% dependent). Given the structure of HEINEKEN, Heineken Holding N.V. is of the opinion

that, in the context of promoting the continuity, independence and stability of HEINEKEN,

it is in its best interest and that of its stakeholders that the Board of Directors includes a

fair and adequate representation of persons who are related by blood or affinity in the

direct line of descent of Mr A.H. Heineken or Mr H.F. Hoyer, even if those persons would not,

formally speaking, be considered ‘independent’ within the meaning of the Dutch Corporate

Governance Code.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	27

Heineken Holding N.V. has no employees. While employees and other workers are not

directly represented in HEINEKEN's supervisory body, HEINEKEN attaches great value to

ongoing and constructive consultation with the representatives of employees and other

workers, such as works councils and trade unions. Regular meetings take place with the

various works councils which are active within Heineken N.V. and many HEINEKEN

operating companies are in regular conversation with labour unions. All operating

companies are expected to respect employees’ and other workers’ right to freedom of

association.

Roles and responsibilities in sustainability matters

Heineken Holding N.V. is managed by its Board of Directors. The executive directors are

charged with the day-to-day management and the preparation and implementation of the

Board of Directors’ resolutions, and the non-executive directors supervise the policy and

functioning of the executive directors. The Board of Directors has not installed any

committees.

Pursuant to the Articles of Association of Heineken Holding N.V., its main object is to

manage or supervise the management of HEINEKEN and to provide services for Heineken

N.V. Heineken Holding N.V. does not engage in operational activities itself and has no

employees. The operational activities have been assigned within HEINEKEN to Heineken

N.V. and its subsidiaries and associated companies.

Heineken N.V. Executive Board, Supervisory Board and Annual General Meeting

The Executive Board of Heineken N.V. is charged with the management of Heineken N.V.,

as laid down in the articles of association of Heineken N.V. It is responsible for determining

and implementing the strategy in order to realise sustainable long-term value creation. It is

responsible for setting and achieving operational and financial objectives in this regard,

considering among others risks and opportunities, stakeholder interests, and Heineken

N.V.'s impact in the field of sustainability, including the effects on people and the

environment. The Executive Board of Heineken N.V defines the sustainability strategy and

sets sustainability-related ambitions and goals subject to the relevant approval from the

Supervisory Board of Heineken N.V. The Executive Board is accountable to the Supervisory

Board and to the General Meeting of Shareholders.

The role of the Supervisory Board of Heineken N.V. is to supervise the management of the

Executive Board of Heineken N.V. as well as to assist the Executive Board of Heineken N.V.

by providing advice, including in relation to the sustainability strategy. As part of its role,

the Supervisory Board of Heineken N.V. supervises how the Executive Board of Heineken

N.V. determines the strategy to realise sustainable long-term value creation, and, among

others, impacts, risks and opportunities connected to the business, resource allocation,

competitiveness, and sustainability matters.

As the majority shareholder, Heineken Holding N.V. has control over the General Meeting of

Shareholders of Heineken N.V., and can therefore exercise direct control over the

composition of both the Executive Board and the Supervisory Board of Heineken N.V., as

well as over voting on all other shareholder matters.

Delegated Member

The General Meeting of Heineken N.V. has appointed a supervisory board member as

Delegated Supervisory Board member. A Delegated Supervisory Board member is a

supervisory board member who has certain governance rights. The Delegated Supervisory

Board member has a permanent status. The position intends to effect a more intensive

supervision and advice and more regular consultation with the Executive Board of Heineken

N.V. The delegation to the Delegated Member does not extend beyond the duties of the

Supervisory Board of Heineken N.V. and does not comprise the management of HEINEKEN.

The Delegated Member has a veto right concerning certain resolutions of the Executive

Board which require prior approval of the Supervisory Board. HEINEKEN is of the opinion

that the position of Delegated Member, which has been in existence since 1952, befits the

structure of HEINEKEN.

Mr Das has been a Delegated Member since 1994. Mr Alexander de Carvalho is nominated

for appointment as Delegated Member of the Supervisory Board at the Heineken N.V.

General Meeting of Shareholders in April 2025. Both Mr Das and Mr de Carvalho are also a

member of the Board of Directors of Heineken Holding N.V. and exercise their function as

Delegated Member independently and critically.

As the majority shareholder, Heineken Holding N.V. controls the General Meeting of

Heineken N.V. and as a consequence controls the appointment of the Delegated Member.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	28

Heineken Holding N.V.

Board of Directors

Board of Directors meets

together with Preparatory

Committee

Heineken N.V.

Supervisory Board

Delegated Member

Audit

Committee

Remuneration

Committee

Preparatory

Committee

Selection and

Appointment Committee

Sustainability and

Responsibility Committee

Heineken N.V.

Executive Board

CEO provides updates to

Preparatory Committee and

Board of Directors

Preparatory Committee

The Supervisory Board has installed five committees: the Preparatory Committee; the Audit

Committee; the Remuneration Committee; the Selection and Appointment Committee; and

the Sustainability and Responsibility Committee. The function of these committees is to

prepare the decision-making of the Supervisory Board. For more details about the

committees please refer to the Heineken N.V. Sustainability Statements and the Corporate

Governance section of the Heineken N.V. Annual Report.

The Preparatory Committee consists of at least three members, one of whom is the Chair of

the Supervisory Board and one of whom is the Delegated Member of the Supervisory Board.

The Preparatory Committee prepares the Supervisory Board decision-making. The Board of

Directors of Heineken Holding N.V. holds multiple meetings with the Preparatory

Committee of the Supervisory Board of Heineken N.V. throughout the year (on average

eight meetings each calendar year).

The Chair of the Executive Board of Heineken N.V. also attends these meetings to inform

the Preparatory Committee and the Board of Directors of Heineken Holding N.V. on

developments related to the Supervisory Board decision-making but also on sustainability

and how sustainability influences the strategy, impacts, risks and opportunities. This

ensures that the Board of Directors of Heineken Holding N.V. is informed, aware of, and can

discuss, the key developments of HEINEKEN.

Oversight

Heineken Holding N.V.’s primary role is to ensure that Heineken N.V. is adhering to long-

term strategy, policy and goals, including sustainability objectives. Since Heineken Holding

N.V. exercises oversight over Heineken N.V.’s operations but is not involved in day-to-day

operations, the sustainability strategy and the materiality topics for Heineken N.V. are

aligned with Heineken Holding N.V.’s objectives. Heineken Holding N.V.’s governance

responsibilities extend to ensuring that Heineken N.V. identifies, assesses, monitors and

manages the material sustainability risks and opportunities that could affect HEINEKEN.

Integration of sustainability-related performance in

incentive schemes

Heineken Holding N.V. Board of Directors

In accordance with the Dutch Corporate Governance Code, the remuneration of Members

of the Board of Directors is not dependent on the results of Heineken Holding N.V. and no

incentive plans are in place for Members of the Board of Directors. Members of the Board

of Directors receive the same fixed cash compensation for their services as the members of

the Supervisory Board of Heineken N.V. No variable pay and/or equity awards are offered.

Heineken N.V. Executive Board

The Remuneration Policy of Heineken N.V.'s Executive Board is aligned to Heineken N.V.'s

EverGreen strategy and its Brew a Better World ambitions. Heineken N.V. Executive Board's

long-term variable remuneration is tied to two environmental targets, on carbon emissions

reduction and water efficiency improvement; and one social target on gender balance. The

sustainability-tied element of the Heineken N.V. Executive Board's Long-Term Incentive


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	29

Plan (LTIP) accounts for 25% of the total LTIP and is linked to the performance over a

three-year period. These targets are also cascaded to the senior management community.

When also taking into consideration Heineken N.V. Executive Board's Short Term Incentive

(STI) Plan, the sustainability-tied element of both the LTIP and STI Plan accounts for 13%.

The Supervisory Board determines the terms for any incentive plans for the Executive

Board, which require subsequent approval from shareholders at the General Meeting.

In accordance with the Dutch Corporate Governance Code, the remuneration of

Supervisory Board members of Heineken N.V. is not dependent on the results of Heineken

N.V. and no incentive plans are in place for Supervisory Board members of Heineken N.V.

Statement on Due Diligence

Main aspects and steps of due diligence

As part of HEINEKEN's ways of working, HEINEKEN applies due diligence activities that are

designed to help HEINEKEN identify and address actual and potential human rights and

environmental impacts, risks and opportunities. This is part of the foundation of

HEINEKEN's Brew a Better World strategy.

HEINEKEN began formalising due diligence activities focused on human rights risks in

2016, and its approach to due diligence has been constantly evolving ever since then.

These activities include risk-based human rights assessments, workshops and audits in own

operations and for outsourced workers, risk-based supplier screening, as well as the

development of specific policies, guidance and toolkits. HEINEKEN's approach informed

how HEINEKEN identifies, prevents, mitigates and accounts for actual and potential

negative impacts on society. Although HEINEKEN has mainly focused on its immediate

operations, HEINEKEN's approach also extended to parts of the value chain, including

suppliers depending on their risk profiles, and Brand Promoters. HEINEKEN's approach

continues to evolve as HEINEKEN gains experience in different operational contexts, which

in turn also shapes how HEINEKEN sets and implements it in line with its business strategy

and geographical footprint.

Although the formal approach to due diligence originally focused on human rights in line

with the UN Guiding Principles on Business and Human Rights, similar risk identification

and mitigation activities have long underpinned the Brew a Better World (BaBW) ambitions

and goals captured under the environmental pillar. Examples include the resilience analysis

for climate-related risks (see section 'Climate change - Strategy' of the Heineken N.V.

Sustainability Statements), the water security self assessment and the Global Water Risk

Screening for water-related risks (see section 'Water - Impacts, risks and opportunities -

Strategy' of the Heineken N.V. Sustainability Statements) and the nature assessment on

land-, water- and biodiversity-related risks (see the 'Biodiversity' section of the Heineken

N.V. Sustainability Statements).

2024 was a level-setting year for due diligence. The European Corporate Sustainability Due

Diligence Directive (CSDDD) was formally approved, and HEINEKEN strives to continuously

improve its process in view of the future requirements of the CSDDD and the principles

outlined in international instruments such as the United Nations (UN) Guiding Principles on

Business and Human Rights and the Organisation for Economic Cooperation and

Development (OECD) Guidelines for Multinational Enterprises. In addition, HEINEKEN

recognises that some of the basic principles of due diligence are included in the

requirements of the CSRD.

In 2023, HEINEKEN kicked off its first integrated salient human rights and environmental

risk assessment across the value chain on the basis of the then draft CSDDD and the OECD

guidelines to further refine and build its approach to due diligence and the activities

outlined previously. The assessment was finalised in 2024, reconfirming the most salient

human rights and environmental risks. The outcomes of the integrated risk assessment

were in line with the outcomes of the double materiality assessment.

The human rights and environmental risk assessment conducted over 2023 and 2024

resulted in an updated value chain due diligence strategy focusing on both human rights

and environmental risks. That strategy includes an updated visualisation of HEINEKEN's

value chain due diligence framework and a value chain due diligence roadmap containing

both human rights and environmental activities, which will guide priorities between now

and 2027. The roadmap builds on the five steps and the four cross-cutting elements of the

framework, as outlined in the image below and encompasses three key priorities: (1)

embedding due diligence in HEINEKEN’s policy framework, (2) implementing a solution for

third-party risk management (TPRM), and (3) strengthening the governance of - and

reporting on - value chain due diligence.

As the first next step, HEINEKEN is now working on further embedding due diligence in its

policy framework, including the development of what will become a new Due Diligence


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	30

Policy, as well as updating the existing Human Rights Policy, and the Supplier Code. Once

available, the Due Diligence Policy will be made public. In the meantime, the current

versions of those policies, as well as the Environmental Policy and its underlying policies, are

publicly available. References to the relevant policies, assessment tools and actions for own

employees and outsourced workers can be found in the'Own workforce section of the

Heineken N.V. Sustainability Statements. Relevant policies and actions for workers in the

value chain are available in the Workers in the value chain section of the Heineken N.V.

Sustainability Statements. In addition, more information about how HEINEKEN assesses

and mitigates environmental risks is available in the 'Environmental' section of the

Heineken N.V. Sustainability Statements.

HEINEKEN already has several programmes in place to assess human rights impacts on

own employees and outsourced workers, as well as environmental programmes relating to

carbon, water and circularity. In addition to this, the human rights and environmental risk

assessment conducted in 2023 and 2024 identified a second step for HEINEKEN, which is

to further strengthen and develop its processes to assess – and then further act upon –

human rights and environmental risks in its upstream supply chain. To support and

enhance these structural changes, HEINEKEN decided to move towards a new technology

solution to future-proof HEINEKEN's TPRM processes. This solution will be rolled out as of

2025. As a result, and to further enhance HEINEKEN's processes, a new operating model, as

well as guidance and operating procedures, are being developed that will support its

human rights and environmental third-party risk management workflow. HEINEKEN

expects the new TPRM processes to further embed due diligence in its sourcing practices

and help identify, assess and act on human rights and environmental risks. In the

meantime, HEINEKEN continues its supplier screening for regulatory findings and adverse

media through its current compliance screening tool. Should risks be identified, HEINEKEN

either addresses these through targeted supplier engagement or, in certain cases where the

saliency of the potential human right risks is high, through social audits that assess whether

labour and human rights are respected.

Finally, other important steps on the value chain due diligence roadmap include ensuring

that HEINEKEN has the processes in place to meet the reporting requirements of CSRD and

– in the future – CSDDD, and that stakeholders are engaged in the process. More

information about HEINEKEN's reporting journey can be found in the section 'How our

BaBW strategy aligns with CSRD requirements' of the Heineken N.V. Sustainability

Statements and about how HEINEKEN engages with stakeholders in the section 'Interests

and views of stakeholders' of the Heineken N.V. Sustainability Statements. In late 2024, the

decision was taken to strengthen the governance of value chain due diligence with the

establishment of a Social Sustainability Steering Committee, reporting to the Sustainability

and Responsibility Steering Committee of Heineken N.V. This Steering Committee will

govern the human rights and value chain due diligence programmes, with a dotted line to

the TPRM programme, which is governed by the Risk Committee.

Mapping of core elements of due diligence process

In this section, HEINEKEN provides a table with a brief overview of where core elements of

its due diligence process are explained within the rest of the sustainability statement. The

key steps of HEINEKEN’s approach to due diligence – embed, act, assess, track and

communicate – are visualised in the framework explained earlier, reflected in the key

priorities of HEINEKEN’s value chain due diligence roadmap described earlier, supported by

the cross-cutting elements, and in line with the OECD Guidelines and the UN Guiding

Principles on Business and Human Rights.

To further support sustainable growth, HEINEKEN is, where relevant, embedding human

rights and environmental risk assessments within key forward-looking processes for

example, in M&A due diligence and new product innovation. This approach helps


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	31

HEINEKEN to identify potential risks and managed early, strengthening its approach to

sustainable business development across the value chain.


Core elements of due diligence	Sections in the sustainability statements
a) Embedding due diligence in governance, strategy and business model	Refer to sections: Governance (pages 26-28) of these Sustainability Statements and Interests and views of stakeholders (pages 34-36) of these Sustainability Statements.
b) Engaging with affected stakeholders in all key steps of the due diligence	Refer to sections: Governance (pages 26-28) of these Sustainability Statements, 'Own workforce' of the Heineken Sustainability Statements and 'Workers in the value chain' of the Heineken Sustainability Statements.
c) Identifying and assessing adverse impacts	Refer to section: Description of the process to identify and assess material impacts, risks and opportunities (pages 40-42) of these Sustainability Statements.
d) Taking actions to cease, prevent or mitigate adverse impacts	Refer to the topical sections of the Heineken N.V. Sustainability Statements reflecting the range of actions through which impacts are addressed.
e) Tracking the effectiveness of these efforts and communicating how impacts are addressed	Refer to the topical sections of the Heineken N.V. Sustainability Statements reflecting the ambitions, goals and targets to track the effectiveness of efforts.

Risk management and internal controls over

sustainability reporting

Scope, main features and components

HEINEKEN’s risk management and internal controls over sustainability reporting have

detailed procedures and methods, which include risk identification, assessment, and

mitigation procedures, with regular reviews, and accountability across all levels to ensure

the information's accuracy and reliability. Heineken Holding N.V. is familiar with these

procedures and methods, trusting in their effectiveness to uphold strong governance and

transparency throughout the reporting process.

Risk assessment and mitigation approach

HEINEKEN has established a risk management and internal control system that forms the

foundation of its sustainability reporting framework. This system is structured to identify

risks, evaluate, and manage potential risks that could impact the reliability of HEINEKEN's

sustainability reporting. Below are the key components of this system:

■ Risk identification: At this stage, HEINEKEN identifies potential risks associated with

metrics reporting processes through walkthroughs and interviews. The metric

reporting process and identified risks are documented as part of the outcomes.

■ Risk assessment: Each identified risk is analysed for its potential impact on

sustainability reporting, and a primary mitigation strategy is agreed upon; all risks

affecting the reliability of sustainability reporting are treated as priorities, following

the risk mitigation approach detailed below.

■ Risk mitigation: Following the assessment, for risk impacting the reliability of the

sustainability reporting, internal controls are designed with clear execution steps to

ensure accuracy and integrity of HEINEKEN's sustainability disclosures.

■ Internal controls implementation: Internal controls are deployed across operating

companies and global functions, promoting a culture of accountability and precision

throughout the Company.

■ Regular reviews: To ensure ongoing effectiveness, HEINEKEN conducts annual reviews

of its risk profile and internal control frameworks for sustainability reporting. These

reviews ensure that risks are properly managed and that the control framework

remains current and effective.

Main risks identified

HEINEKEN has identified key risks across the following categories:

■ Strategic: Risks arising from changes in the business environment, such as

sustainability trends, global events or environmental conditions, impacting

HEINEKEN's ability to align reporting practices with sustainability metric definitions

and goals, leading to inaccurate or incomplete sustainability disclosures.


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■ Operational: Risks arising from weaknesses or failures in sustainability data collection

processes, controls framework or reporting tools which could impact the accuracy,

completeness and consistency of HEINEKEN's sustainability data and disclosures.

■ Compliance: Risks of non-compliance with sustainability applicable local and

international laws, regulations, HEINEKEN's internal policies, procedures and rules of

conduct, which could result in reputational harm or penalties due to inaccurate or

incomplete sustainability disclosures.

■ Reporting: Risks arising from incorrect data inputs, inadequate controls and

misapplication of reporting standards, leading to potential inaccuracies, omissions or

misstatements in sustainability reports.

Integration of findings into internal functions

HEINEKEN has implemented internal controls over sustainability reporting (Sustainability &

Responsibility – S&R) to mitigate the risks outlined above. Monitoring these controls is a key

component of HEINEKEN’s assurance model. Management teams across HEINEKEN's

global functions and operating companies in all regions are responsible and accountable

for the effective execution of these S&R internal controls.

HEINEKEN monitors S&R internal controls as progress is made with implementing them.

HEINEKEN applies a risk-based approach to monitoring S&R internal controls. An annual

risk assessment and scoping is performed to ensure a minimum of 80% coverage of the

metrics and operating companies with a heightened risk of misstatement.

Internal control findings identified through the S&R monitoring process are systematically

documented as issues and actively addressed by management. Action plans are developed

and implemented to resolve these issues and enhance control effectiveness. Internal

control issues are formally closed upon achieving full resolution.

Periodic reporting to administrative and management bodies

Periodic reporting on the effectiveness of S&R internal controls is designed to ensure

transparency and accountability. This reporting process includes a specific focus on key

risks related to reporting of topical sustainability metrics to ensure that these are

adequately addressed and monitored. To support the Heineken N.V.'s Executive Board in

their responsibilities, a formal bi-annual Letter of Representation process requires

management from operating companies, regions and global functions to take

responsibility for accurate and complete sustainability reporting. This includes the

communication of any open issues identified through control monitoring activities. The

Board of Directors of Heineken Holding N.V. is informed on the above via the governance

structure to ensure transparency and accountability.

STRATEGY

Strategy, business model and value chain

HEINEKEN’s strategy overview

HEINEKEN is a global brewer with operations in over 70 countries. HEINEKEN's portfolio, led

by the iconic Heineken® brand, includes more than 340 beers and ciders, encompassing

international, regional, local, and specialty products.

Sustainability strategy and goals

HEINEKEN is committed to advancing sustainability from ‘barley to bar’. For more details,

refer to the Brew a Better World introduction section (pages 140-147) of the Heineken N.V.

Annual Report 2024, which includes HEINEKEN's sustainability strategy and goals.

Geographic and customer focus

HEINEKEN serves a diverse range of customer groups and markets, with recent changes

reflected in both HEINEKEN's product and geographic reach. A high-level breakdown by

geography is available in Note 6.1 Operating segments of the financial statements of the

Heineken N.V. Annual Report 2024, while employee headcount by region is detailed in the

'Own workforce' section of the Heineken N.V. Sustainability Statements.

Commitment to compliance and local laws

In several countries, legal restrictions govern the sale and consumption of alcoholic

beverages, ranging from full bans to limitations based on community, region, or specific

timeframes. HEINEKEN adheres to these local regulations in each market.


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Our sustainability initiatives

HEINEKEN’s sustainability-related goals span its entire product and service lifecycle, with a

focus on reducing environmental and social impact and building resilient relationships with

stakeholders.

HEINEKEN is actively tackling a wide range of sustainability issues that impact its business

and the communities where HEINEKEN operates by developing solutions and initiatives

with a view to also meeting future anticipated sustainability challenges. These initiatives

are outlined in the topical sections of the Heineken N.V. Sustainability Statements.


Business model and value chain description HEINEKEN's ambition is to Brew a Better World across the entire value chain, from Barley to Bar. HEINEKEN works with more than 35,000 direct suppliers across approximately 140 countries to support its operations.


AGRICULTURE HEINEKEN sources a wide range of agricultural raw materials for brewing and producing HEINEKEN's beverages. The ten primary raw materials include barley, hops, rice, and maize for HEINEKEN's beers, apples for cider, grapes for wine, and various fruits used for flavouring. These materials are grown by farmers across different regions worldwide and HEINEKEN sources them from both local and larger global suppliers. Developing responsible agricultural supply chains is a priority for HEINEKEN, as increasing the use of sustainable raw materials helps reduce the impact on nature and supports the social and economic conditions of farmers and their communities.	PACKAGING Most of HEINEKEN's beer and cider is packaged in glass bottles, aluminium cans, and steel kegs. For secondary packaging, HEINEKEN uses materials such as paper and plastic. HEINEKEN is constantly exploring innovative ways to use packaging materials to enhance reuse and recycling. Packaging materials are sourced from various suppliers around the world. HEINEKEN's circularity strategy prioritises three key areas to drive progress towards a closed- loop approach for HEINEKEN's packaging: reuse, recycled content, and recyclable design.	BREWING Brewing beer and making cider is a craft. HEINEKEN operates over 170 breweries, malteries, cider plants, and other production facilities worldwide. These facilities enable us to brew, ferment, and process HEINEKEN's beverages for distribution. Under HEINEKEN's Net Zero Programme, HEINEKEN aims to improve energy consumption and transition to renewable energy. HEINEKEN's water strategy takes a holistic approach, focusing on responsible water use, effective wastewater management, and supporting water security in HEINEKEN's production, supply chain, and communities—particularly in water-stressed areas.	LOGISTICS HEINEKEN manages the global movement of HEINEKEN's products using various transport modes, including road, rail, ocean freight, and inland barges. HEINEKEN adapts its distribution methods to meet local demands and ensure timely delivery, using both HEINEKEN's own fleet and third-party distributors. Reducing the distance HEINEKEN's products travel benefits the environment, and optimising trips and trucks used for distribution is a key driver in reducing HEINEKEN's impact.	CUSTOMERS We sell HEINEKEN's products through various sales channels, including on-trade establishments such as bars, restaurants, and hotels, as well as off-trade retailers, both large and small. To serve a cool drink, HEINEKEN works with HEINEKEN's fridge suppliers to continually improve energy efficiency, explore fridge circularity, and- where possible - support local pubs and bars in accessing renewable electricity more easily.	CONSUMERS HEINEKEN's consumers are individuals who buy HEINEKEN's beverages, either through HEINEKEN's customers or via our e-commerce platforms. We offer more choice with HEINEKEN's 0.0 portfolio of beer and cider brands and empower consumers with clear, transparent information about HEINEKEN's products. HEINEKEN also uses HEINEKEN's brands to promote moderation and responsible consumption through campaigns and sponsorships, with an increasingly important role for HEINEKEN's non-alcoholic products.

OPERATIONAL

DOWNSTREAM

UPSTREAM


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Interests and views of stakeholders

Overall approach of our stakeholder engagement

Meaningful and sustained stakeholder engagement is essential to shaping and evolving

HEINEKEN's strategy and reporting. HEINEKEN's EverGreen business strategy and Brew a

Better World sustainability priorities have been developed through open dialogue and

engagement with both internal and external stakeholders. This approach ensures that

HEINEKEN addresses the most critical issues and focus on where it potentially has the

greatest impact - whether positive or negative.

HEINEKEN's stakeholder engagement is proactive, transparent, and continuous; while

listening and learning from others, HEINEKEN also leverages its voice, reach, and influence

to drive positive change.

Identification

HEINEKEN recognises its stakeholders as those individuals, groups or organisations that

have a direct or indirect interest in HEINEKEN's business activities. HEINEKEN categorises

and prioritises stakeholders based on their significance to HEINEKEN's business and the

potential impact of HEINEKEN's actions on them.

Key stakeholders HEINEKEN actively engages with include, but are not limited to:

■ Consumers, mostly through our brands

■ Customers, including off- and on‑trade partners

■ Investors

■ Employees and their representatives, like the HEINEKEN European Works Council

■ Suppliers

■ Peers within and outside the beverage industry

■ Employer organisations and trade unions

■ Non-governmental organisations

■ International organisations, like the United Nations

■ Governments and regulators, both global and local

■ Communities and rightsholders, on a project-based approach

Engagement mechanisms

HEINEKEN continuously improves its stakeholder engagement processes, seeking ways to

enhance the effectiveness of interactions and acting on stakeholder feedback when

relevant.

HEINEKEN uses various mechanisms and channels to foster effective stakeholder

engagement, from listening and active involvement to joint projects and partnerships.

Examples include:

■ Employee engagement surveys: an annual survey of HEINEKEN's employees to track

engagement on a range of dimensions including personal development, direction and

alignment, inclusion and diversity, and relations between employees and managers.

■ Expert meetings and roundtables: meetings with experts from various fields including

non-governmental organisations (NGOs), academic experts and representatives from

peer organisations.

■ Reputation research: conducted annually across 10+ top markets globally. The target

audience of this custom research programme is influential consumers and it is

designed to guide investment and track the impact of HEINEKEN programmes.

■ Dialogue with academic institutions: collaboration with educational institutions to

access cutting-edge research and insights relevant to our sustainability initiatives.

■ Government engagement: engaging and partnering with government stakeholders

regarding HEINEKEN's investments, its business strategy and its determination to be a

sustainable business.

■ Industry platforms: working with peers in a wide range of industry platforms and

roundtables – such as the Beverage Industry Environmental Roundtable – to drive

systemic change and a sustainable transition.

■ Global and local partnerships with NGOs and (social) enterprises to help address

sustainability challenges and scale up positive impact.


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■ Engagements with international organisations like the United Nations Global

Compact and related coalitions like the UN CEO Water Mandate and Water Resilience

Coalition.

■ Shareholder meetings: open and ongoing communication with investors to address

concerns, gather feedback and share HEINEKEN's sustainability progress.

■ Local community engagement: engagement with local communities and rightsholders

in areas where HEINEKEN operates to address their specific needs and concerns.

This commitment to ongoing stakeholder engagement yields several benefits:

■ Valuable input and feedback on HEINEKEN's strategy and programmes

■ Enhanced understanding of emerging risks and opportunities

■ Strengthened reputation as a responsible and responsive organisation

■ Fostering innovation and collaboration

■ Alignment with industry trends and best practices.

HEINEKEN uses the insights and feedback received from stakeholders as a source of

information for strategy development and decision-making. HEINEKEN also integrates the

information into its sustainability performance assessments and reporting. This includes

regularly conducting a materiality assessment to ensure HEINEKEN's sustainability strategy

and goals take into account the interests and concerns of its stakeholders.

HEINEKEN also has a Stakeholder Engagement Policy in place, which is available on

Heineken N.V.'s website.

How we engaged with our stakeholders in 2024

During 2024, HEINEKEN held dedicated sustainability meetings with over 30 key investors

including deep dives into topics like the net zero transition, watershed health and

regenerative agriculture. HEINEKEN met with civil society and government officials and

participated in open panels at the 2024 NY Climate Week, Stockholm's World Water Week

and the Biodiversity COP16 in Colombia.

HEINEKEN participated in advocacy initiatives through the World Economic Forum (WEF),

including the Alliance for CEO Climate Leaders, the UN Global Compact, the Water

Resilience Coalition, RE100, the RE-Source Platform and the Dutch Sustainable Growth

Coalition. HEINEKEN endorsed a joint letter from the Corporate Leaders Group Europe

calling on the EU to set a greenhouse gas emissions reduction target of at least 90% by

2040.

HEINEKEN held meetings with NGOs such as Human Rights Watch and the World Wide

Fund for Nature (WWF), and participated in a stakeholder roundtable on CSDDD organised

by the Dutch Social Economic Council (SER). HEINEKEN also continued its engagement

with HEINEKEN's top suppliers in agriculture, packaging and cooling to help deliver its Brew

a Better World ambitions. Additionally, HEINEKEN attended the UN Forum on Business and

Human Rights to share its experience and challenges in operating in conflict-affected and

high-risk areas with peers, civil society and other stakeholders.

HEINEKEN collaborated with industry peers through platforms like the Climate Pledge and

the Beverage Industry Environmental Roundtable to address shared environmental issues.

HEINEKEN also leveraged the Consumer Goods Forum, AIM-Progress, and Shift to drive

collective progress in respecting human rights.

HEINEKEN participated in the Science Based Targets Network (SBTN) Corporate

Engagement programme and the Taskforce on Nature-related Financial Disclosures (TNFD)

forum, both tasked with developing methodologies for science-based targets and

disclosures.

HEINEKEN strengthened its commitment to renewable energy by joining the Asian Clean

Energy Coalition (ACEC) and the Clean Energy Buyers Association (CEBA) to enhance

renewable energy access in Southeast Asia. Additionally, HEINEKEN became a member of

the RE100/WBCSD renewable energy coalition in South Africa (RAiSE).


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Important themes in 2024

Stakeholder meetings during 2024 highlighted several recurring themes. The table below

summarises key questions raised by stakeholders and HEINEKEN's corresponding

responses. Stakeholder views and interests are regularly shared with relevant internal teams

and steering committees to ensure alignment and informed decision-making.


Theme	Response
Water
Are your water efficiency goals ambitious enough, when compared to those of your peers?	Comparing water efficiency across beer companies requires careful consideration of context. For example, HEINEKEN operates a much broader global footprint than its major peers, and manages a relatively higher number of smaller breweries, which naturally leads to a higher hl/hl ratio compared to their larger facilities. HEINEKEN also uses returnable bottles, a positive step for HEINEKEN's circularity and CO2 emissions agenda, though it needs additional water for bottle washing. Furthermore, when HEINEKEN integrates new production sites through acquisitions, it takes time to align them with HEINEKEN's water efficiency standards. These factors make HEINEKEN's goals uniquely tailored to its operations, but they are no less ambitious.
Circularity
Which goals are the most challenging to achieve and why?	All three of HEINEKEN's circularity goals are ambitious and come with their own challenges. However, the reuse goal is particularly demanding, as it requires significant effort and collaboration with multiple stakeholders. HEINEKEN's focus is on increasing the volume of reusable packaging used for its products, aiming to raise the percentage of volumes sold in reusable packaging to 43% by 2030. Achieving this will involve co-creating complex reuse infrastructures. Despite the complexity, HEINEKEN also sees benefits in terms of growth and improved margins.
Diversity, equity & inclusion
Where are you on your Equal Pay for Equal Work journey – and will you disclose any pay gap?	By 2024, 100% of HEINEKEN's operating companies have been assessed and started to implement action plans to support equal pay for equal work (or work of equal value) between female and male colleagues. These plans focus on closing any pay gaps, ensuring equal representation, and addressing disparities in new hires and promotion opportunities. Actions include embedding structural checks and controls in processes to ensure gender-neutral pay decisions. As a result, HEINEKEN achieved a global pay gap of 2.3%. More information can be found in the 'Own workforce' section of the Heineken N.V. Sustainability Statements.
Biodiversity
Why is biodiversity not considered ‘material’ on your double materiality matrix, and will you report in line with TNFD or ESRS in the future?	Biodiversity was not considered ‘material’ on HEINEKEN's double materiality matrix because it scored below the threshold defined by HEINEKEN's methodology, which evaluates topics based on their impact, risks and opportunities. However, HEINEKEN recognises its close link to its efforts in emissions reduction, healthy watersheds, and sustainable sourcing of raw materials. Although deemed non-material, HEINEKEN reports on biodiversity in line with the mandatory ESRS guidelines. See the 'Biodiversity' section of the Heineken N.V. Sustainability Statements.
Governance
Does your board get regular updates on your sustainability strategy?	Yes, sustainability is actively managed at all leadership levels. The Heineken N.V.'s Executive Board approves the sustainability strategy, while the Heineken N.V.'s Executive Team ensures its implementation across the organisation. The CEO chairs the Sustainability and Responsibility Steering Committee, which oversees progress and addresses challenges. The Heineken N.V.'s Supervisory Board and its Sustainability and Responsibility Committee monitor the strategy, provide advice on objectives, and review performance. See pages 151-152 of the Heineken N.V. Sustainability Statements. The Board of Directors of Heineken Holding N.V. is informed, aware of, and discusses, the sustainability strategy of HEINEKEN during its meetings together the Preparatory Committee, which the CEO attends to provide updates. See pages 26-28 of these Sustainability Statements.


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Material impacts, risks and opportunities and their

interaction with strategy and business model

Double materiality matrix

HEINEKEN conducted its first double materiality assessment in 2023 to prepare for

compliance with the ESRS. This comprehensive assessment will be conducted at least once

every three years, with annual reviews in between. The outcome of the assessment remains

valid for 2024 as HEINEKEN has not identified any significant internal or external changes

that could affect the results.

A double materiality assessment has two dimensions:

■ Impact materiality: sustainability topics that can significantly affect the economy,

environment and people.

■ Financial materiality: sustainability topics that can significantly influence HEINEKEN’s

development, performance or financial value.

These dimensions identify which sustainability topics are material for HEINEKEN to report

on under the ESRS. See the next page for an overview of the material impacts, risks and

opportunities.


HEINEKEN's double materiality matrix


		Sustainability topics identified as material Above the threshold of 2.5 on a scale from 1 to 5 in impact and/or financial significance. These topics are considered within the scope of ESRS reporting requirements.
		Sustainability topics identified as relevant, but not material These are topics with an impact and/or financial significance below the threshold of 2.5. While they are relevant for HEINEKEN, they are not material for ESRS reporting. However, some of these topics are included in the annual reporting as they are beneficial to users of the sustainability statements. HEINEKEN refers to these as 'voluntary disclosures’.


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Overview material topics, impacts, risks and opportunities
Topic	Value chain	Main risks and opportunities	Main impacts (negative and positive)	Time horizon	Section of the Heineken N.V. Sustainability Statements
Climate change		■ Carbon pricing, taxation, and emissions trading schemes are expected to be the primary levers through which governments regulate emissions and incentivise decarbonisation. This may potentially increase the price of raw materials, energy, equipment, and other related inputs.	■ The use of fossil energy across the value chain continues to emit carbon into the atmosphere, which contributes to global warming. ■ HEINEKEN's net zero ambition is motivating value chain partners to set targets and reduce carbon emissions.	Short-, medium- and long-term	Climate change
Water security		■ Changes in water availability due to climate change, population growth, or regulatory shifts may lead to production interruptions and loss of revenue.	■ Water withdrawal in water-stressed areas reduces water availability. ■ Through collaboration with third parties, watersheds are increasingly being protected and restored.	Short-, medium- and long-term	Water
Responsible consumption		■ Debates on alcohol consumption may result in increased excise duties, minimum unit pricing, reduced commercial freedoms—including availability and visibility—sponsorship bans, health warnings, reputational damage, and a negative impact on revenues and profits. ■ Become a market leader in the no- and low-alcohol category.	■ Abuse and overconsumption of alcohol leading to negative health and societal impacts. ■ Expanding no- and low-alcohol beverage options ensures that consumers 'always have a choice'.	Short-, medium- and long-term	Consumers and end- users
Sustainable agriculture		■ Disruption of sourcing continuity, such as changes in the availability, quality, or price of ingredients due to external factors like political instability and climate change, may lead to resource shortages, increased costs, production interruptions, and loss of revenue.	■ Sourcing of raw materials, grown using conventional methods, can increase carbon emissions and impact the availability and quality of water. ■ Collaborating with business partners and farmers to adopt innovative and sustainable agricultural practices reduces environmental impact and enhances resilience to climate change.	Short-, medium- and long-term	Resource use and circular economy; Workers in the value chain
Resources and circularity		■ Changes in the impact, speed, and costs of new environmental regulations may affect operations and increase expenses.	■ Contributing to carbon emissions by sourcing virgin materials. ■ Indirectly contributing to landfill waste through consumers. ■ Investing in return systems for reusable packaging fosters a circular economy by promoting material reuse and reducing demand for virgin resources. ■ Innovating in reusing by-products in production enhances resource efficiency and minimises waste.	Short-, medium- and long-term	Resource use and circular economy
Responsible marketing		■ Commercial campaigns that do not align with HEINEKEN’s Responsible Marketing Code, such as those seemingly targeting minors or promoting excessive alcohol consumption, may result in fines, litigation, and damage to the brand's reputation.	■ Positively influencing consumer behaviour through Responsible Consumption and 0.0% campaigns. ■ Providing transparent, easily accessible information on labels beyond local legal requirements empowers consumers to make informed choices.	Short-, medium- and long-term	Consumers and end- users
Labour practices and human rights		■ Significant alleged or actual non-compliance with the Human Rights Policy or Supplier Code within HEINEKEN's operations or value chain may lead to claims, fines, and reputational damage.	■ Raising labour and human rights standards globally due to HEINEKEN’s operational footprint.	Short-, medium- and long-term	Own workforce; Workers in the value chain
Diversity, equity & inclusion (DEI)		■ Failure to achieve HEINEKEN's DEI ambitions and unlock the full potential of HEINEKEN's people and organisation may result in lost business opportunities.	■ Promoting inclusivity and actively adopting DEI practices within the organisation fosters a diverse workplace culture.	Short-, medium- and long-term	Own workforce

See Appendix 2 of the Heineken N.V. Sustainability Statements, for an overview of how the impacts risks and opportunities link to the policies, actions and targets.

The policies, actions and targets are further described in the topical sections of the Heineken N.V. Sustainability Statements.


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Current financial effects of material sustainability matters

The sustainability matters outlined above have a financial impact on HEINEKEN's 2024

consolidated financial statements. HEINEKEN assessed sustainability-related impairments,

liabilities and provisions, which are considered to be immaterial in 2024.

In addition, the execution of HEINEKEN's Brew a Better World (BaBW) strategy is

supported through CapEx and OpEx investments. HEINEKEN's sustainability investments

underlying its sustainability strategy are embedded in how HEINEKEN runs its business and

how HEINEKEN has designed its (operational) processes. These investments most often

form part of larger investments, and have in most cases multiple objectives of which

sustainability is only one of them. It would require significant judgement to identify the

incremental financial investment associated with specific sustainability objectives. In

HEINEKEN's view, the current ESRS guidance provides insufficient detail and clarity (e.g.

what is considered to be sustainability-related CapEx and OpEx) to prepare a monetary

disclosure that supports consistent and reliable reporting across companies.

At the end of the reporting year, HEINEKEN has not identified any material risks and

opportunities for which there is a significant risk of material adjustment to the carrying

amounts of assets and liabilities in the next annual reporting period.

Resilience of the strategy and business model

HEINEKEN's strategy and business model are designed to be resilient and capable of

addressing material impacts and risks while taking advantage of significant opportunities.

Resilience is reflected in HEINEKEN's comprehensive approach to managing climate-related

risks and opportunities and recent assessments carried out to assess salient human rights

and environmental risks throughout HEINEKEN's value chain. Refer to the 'Climate change',

'Water', 'Resource use and circular economy', 'Own workforce' and 'Workers in the value

chain' sections of the Heineken N.V. Sustainability Statements for further details.

HEINEKEN has conducted qualitative and quantitative assessments to understand how

these factors could impact its business. This includes scenario analyses to evaluate the

potential effects of different future conditions on HEINEKEN's operations, financial

performance, and supply chain.

A key aspect of HEINEKEN's resilience strategy involves adaptation and mitigation efforts.

HEINEKEN is investing in sustainable brewing practices and working to reduce its carbon

footprint through the adoption of renewable energy sources and energy-efficient

technologies.

HEINEKEN's risk management framework incorporates climate-related risks, enabling

HEINEKEN to identify, assess and mitigate potential impacts on its operations and

financial health. Additionally, HEINEKEN is exploring new product innovations and market

opportunities that align with consumer demand for sustainable products, with the aim of

transforming potential risks into avenues for growth.

Through these efforts, HEINEKEN demonstrates a robust capacity to manage material risks

and capitalise on opportunities, supporting long-term resilience and sustainability.

Link between HEINEKEN material topics and ESRS standards

The shortlist of 15 topics, as shown in the Double Materiality Matrix, has been tailored

specifically to HEINEKEN, with each topic also linked to the ESRS framework. The table

below provides an overview of these ESRS linkages for the material topics, including a note

in case HEINEKEN has included entity-specific disclosures.


HEINEKEN material topic	ESRS disclosure requirements and/or entity-specific disclosures
Climate change	ESRS E1 Climate change1
Water security	ESRS E3 Water and marine resources1
Responsible consumption	ESRS S4 Consumers and end-users1
Sustainable agriculture	ESRS E5 Resource use and circular economy1 ESRS S2 Workers in the value chain
Resources and circularity	ESRS E5 Resource use and circular economy1
Responsible marketing	ESRS S4 Consumers and end-users1
Labour practices and human rights	ESRS S1 Own workforce1 ESRS S2 Workers in the value chain
Diversity, equity and inclusion	ESRS S1 Own workforce1

1 This includes entity-specific disclosures


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IMPACT, RISK AND

OPPORTUNITY

Description of the process to identify and assess

material impacts, risks and opportunities

1. Evaluating HEINEKEN’s current state and external context

HEINEKEN evaluated its current state and external context through a comprehensive desk-

based assessment. This included external sources such as international standards and

frameworks, sector trends and an in-depth peer and competitor review, and company-

specific sources, such as the risk management process and strategy presentations. A media

analysis was conducted to evaluate the public opinion about HEINEKEN and its sector. In

assessing this, HEINEKEN considered the business context of HEINEKEN, including its

geographical presence, nature of business activities and transactions (among others when

assessing Business Conduct). HEINEKEN also screened its site locations and business

activities for actual and potential impacts or risks related to pollution, both within

HEINEKEN's own operations and across the value chain. This screening was conducted

through desktop research and inquiries with internal stakeholders. HEINEKEN did not

engage in consultations with affected communities on this topic, as it found no indications

of communities being directly impacted by pollution.

This process resulted in a longlist of 30 topics which was reviewed by a project team to

analyse what topics should be included, which topics could be combined (for example,

‘carbon emissions’ and ‘climate change’), and what topics should be excluded (for example,

topics relevant for certain peers but not necessarily for HEINEKEN’s operations, like animal

welfare). The longlist was narrowed down to a draft shortlist of 17 topics.

2. Mapping the value chain and potential impacts

Part of the assessment focused on understanding HEINEKEN's value chain and the

(potential) impacts of the draft shortlist of sustainability topics within this chain.

HEINEKEN’s operations and relationships were summarised and categorised into upstream,

operational and downstream activities.


Double materiality seven-phase process
Phase	Phase	Phase	Phase	Phase	Phase	Phase


Evaluating HEINEKEN’s current state and external context	Mapping the value chain and potential impacts	Engaging internal and external stakeholders	Prioritising the material topics	Validating the outcomes with the group of subject matter experts	Confirming the results with the Executive Board	Assessment by Heineken Holding N.V.

The shortlisted topics were then mapped against these activities.

The outcomes of phases 1 and 2 were presented to a group of 30 subject matter experts

selected from within HEINEKEN. The goal of this session was to validate the value chain

map and shortlist, including definitions. As a result, a final shortlist of 15 topics was

confirmed, after integrating ‘Sustainable packaging’ into ‘Resources and circularity,’ and

removing 'Innovation,' as it is considered an enabler for the other topics rather than a

standalone sustainability issue.

3. Engaging internal and external stakeholders

HEINEKEN gathered input from internal and external stakeholders to pinpoint its most

crucial sustainability topics. This involved engagement with internal stakeholders – both

subject matter experts and senior managers – and external representatives from NGOs,

investors, governments, customers and trade associations.

Internal stakeholders were assigned to a topic aligned with their area of expertise while

external stakeholders were asked to select three to five topics from the shortlist of

sustainability topics that they deemed most material.

HEINEKEN conducted 25 in-depth interviews. External stakeholders were specifically

interviewed regarding impact materiality, while internal and financial (external)

stakeholders were interviewed on both impact and financial materiality. On top of their

qualitative input, stakeholders were asked to score the sustainability topics based on the

impacts, risks and opportunities they identified, and on severity and likelihood.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	41

To further validate the outcomes, a survey was distributed to 119 stakeholders in

15 markets across all four regions, with a 60% response rate. Stakeholders represented a

wide range of sectors ranging from governments and NGOs to trade associations and

customers. They were asked to select and rank the five topics that they deemed could have

the most significant impact on the economy, environment and people.

Additionally, the risk management team was engaged to use the yearly Risk Assessment

Cycle as a source for determining the financial materiality of sustainability topics.

4. Prioritising the material topics

The final scoring for double materiality was determined based on the interview results and

risk management assessment. Survey results were used to help validate the outcomes of

the interviews.

The prioritisation of sustainability topics for impact materiality was determined by

calculating the average score of internal and external interview inputs. The prioritisation for

financial materiality was determined by calculating the average score of internal and

external interview inputs and risk management inputs.

Based on the average scores, topics were prioritised and visualised in a matrix. The

outcomes of the survey were used to validate and confirm the topic ranking, with no

material differences identified.

5. Validating the outcomes with the group of subject matter experts

A second validation session was organised with the subject matter experts from within

HEINEKEN to discuss the outcomes derived from interviews and surveys. Participants

discussed how the prioritisation of the impact and financial materiality met the group’s

expectations and how to set the appropriate threshold to define which topics are deemed

material for ESRS reporting purposes.

It was agreed to set the threshold at 2.5 (out of 5) for both impact and financial materiality

as it represents the median value on the 5-point scoring table. This means that any topics

scoring above 2.5 are considered to be material, while topics scoring below 2.5 are

considered to be relevant, but not material for ESRS reporting purposes.

6. Confirming the results with the Executive Board

The outcomes of the double materiality assessment were presented to the Heineken N.V.'s

Executive Board for discussion and validation. A management judgment was made to

elevate two topics that were close to the materiality threshold – 'Labour practices and

human rights' and 'Diversity, equity, and inclusion' – into the materiality space, making

them in scope of the ESRS reporting requirements.

The annual reassessment of the DMA requires sign-off by the Heineken N.V.'s Executive

Board. The Sustainability and Responsibility Steering Committee, chaired by the Chief

Executive Officer (CEO), oversees the implementation of the sustainability strategy. It is

involved in setting and monitoring targets and responding to identified impacts, risks and

opportunities (see the section 'General information - Role of the Executive Board and

Supervisory Board in sustainability matters' of the Heineken N.V. Sustainability Statements

for more information).

7. Assessment by Heineken Holding N.V.

Heineken Holding N.V. reviewed and assessed the outcomes of the DMA to ensure

alignment and determine whether it felt aligned with its conclusions and scope. This

approach ensures that Heineken Holding N.V.’s Sustainability Statements reflect the most

accurate and relevant material issues concerning HEINEKEN, without duplicating efforts or

introducing unnecessary complexity.

Integration of the DMA into overall risk management process

The eight material topics identified through the DMA assessment have been mapped to

the risks identified in HEINEKEN's overall risk management process. As part of this process,

these risks—along with other relevant risks—are identified, mitigated, and monitored on an

ongoing basis as part of routine business. HEINEKEN applies a proactive approach to

ensure that risk management is part of executive conversations and embedded in company

processes. Risk management is integrated into overall management processes, and

HEINEKEN's ongoing commitment to managing risks in a conscious manner increases the

likelihood of achieving HEINEKEN's strategy, business, and sustainability objectives.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	42

The Executive Board of Heineken N.V. is accountable for overseeing risk management, risk

oversight, and the protection of HEINEKEN’s reputation, assets, and brands. The Executive

Board is supported by the Risk Committee, chaired by the CFO, in conducting regular

reviews of the group's risk assessment cycle. These reviews summarise the key risks,

mitigating actions, and monitoring activities, and they also assess the level of risk

HEINEKEN is willing to accept and the impact these risks may have on the company’s

objectives.

General disclosures relating to setting and monitoring

ambitions and goals

Setting ambitions, and goals

HEINEKEN's sustainability strategy (Brew a Better World (BaBW)) will continue to evolve

due to stakeholder expectations, evolving requirements and regulations. Senior leaders

across the business discuss and address the ambitions and goals before they are presented

to the Executive Board and Supervisory Board of Heineken N.V. for approval.

Monitoring performance

There is a clear governance process in place to review HEINEKEN's progress on each of

HEINEKEN's Brew a Better World (BaBW) ambitions and goals including a dedicated S&R

Steering Committee with senior leadership to review progress on a quarterly basis. This is

supported by regional and operating company reviews, identifying areas of focus and

facilitating decision making to (re)balance efforts to maximise progress. Forecasting and

performance monitoring will be further embedded in 2025 to cover sustainability reported

metrics beyond HEINEKEN's BaBW goals.

Identifying lessons or improvements

HEINEKEN's global, regional and operating company Steering Committees discuss

learnings and areas for improvement. The recommendations and dilemmas discussed at

these forums often emerge from management committees (e.g. HEINEKEN's

Environmental Steering Committee) and regular reviews within the delivery programmes.

VOLUNTARY

DISCLOSURES

Responsible business conduct

Foundation: HEINEKEN's way of working

HEINEKEN knows that it can only be successful if HEINEKEN leads with integrity and

fairness, with respect for people, the law and its values. This is the essence of HEINEKEN's

business conduct framework, which forms the foundation of HEINEKEN's ways of working.

It guides HEINEKEN's day-to-day decisions, actions, engagement, and governance,

ensuring HEINEKEN operates responsibly.

Zero tolerance to bribery and corruption

Code of Business Conduct

A cornerstone of HEINEKEN's framework is the Code of Business Conduct (the ‘Code’). It

serves as a beacon, reflecting the core principles and policies that define expected

behaviours for everyone in HEINEKEN. The Code provides a framework for ethical decision-

making, offers guidance to employees on navigating challenges, and fosters a culture of

integrity and compliance.

Business conduct training and awareness

HEINEKEN provides annual mandatory Code of Business Conduct training to all employees

worldwide. In 2024, HEINEKEN's introduced a new ‘edutainment’ e-learning module that

uses storytelling to engage employees and guide them in doing the right thing. This

interactive training, inspired by real Speak Up cases, helps employees understand and apply

HEINEKEN's ethical standards in their daily work, fostering thoughtful reflection on various

business conduct topics. In 2024, over 85,000 employees completed this training.

To support ongoing engagement and awareness, HEINEKEN promotes responsible business

practices through various initiatives. In 2024, campaigns highlighted key events such as

World Whistleblower Day, Anti-Corruption Day, and Integrity Week, reinforcing HEINEKEN's


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	43

commitment to ethical standards and keeping employees informed and motivated to

uphold HEINEKEN's values.

Zero Tolerance of Bribery and Corruption

As a multinational company operating in more than 70 countries, including those with high

levels of corruption, HEINEKEN pays close attention to exposure to bribery and corruption

risks. HEINEKEN's principle is to never engage in bribery, and HEINEKEN's anti-bribery and

anti-corruption framework is designed to prevent, detect, and respond to bribery and

corruption threats. The framework includes risk-based third-party due diligence, mandatory

disclosures of conflicts of interest and awareness campaigns and training.

Training on Anti-Bribery and Anti-Corruption

HEINEKEN's anti-bribery and anti-corruption e-learning equips employees to recognise and

handle potential bribery and corruption challenges they may encounter during their work.

This training is mandatory for selected employees. In 2024, over 10,000 employees

completed the training.

In addition to HEINEKEN's own employees, HEINEKEN also provides training to selected

business partners who may pose an elevated bribery and corruption risk. This training

reiterates HEINEKEN's zero-tolerance policy on bribery and corruption, explains how to

recognise and resist bribery and corruption, and encourages speaking up when necessary.

An effective Speak Up framework

HEINEKEN proactively encourages everyone to speak up when they have questions or

concerns about potential misconduct, such as fraud, discrimination, harassment, or

corruption involving HEINEKEN, employees, or business partners. Multiple confidential

channels are available to both employees and external parties to report concerns.

HEINEKEN's Speak Up channels include a network of trusted representatives – employees

selected and trained to receive and help register potential Speak Up reports – and an

external Speak Up service. This service is managed by an independent provider and is

available 24/7. HEINEKEN regularly communicates the availability of these channels to

employees and third parties to encourage their use, stressing that reports are treated

confidentially and that retaliation is not tolerated.

In 2024, HEINEKEN received 2,965 Speak Up reports (2023: 2,765). These reports covered

workplace grievances (10%), allegations of fraud (30%), discrimination and harassment

(29%), conflicts of interest (8%), and other concerns (23%; including 10% that did not

involve an alleged Code of Business Conduct violation). HEINEKEN has closed 78% of the

2024 Speak Up reports, with 22% still pending. For the cases that were fully or partly

substantiated (49%), corrective and preventive actions were taken as appropriate, including

process and control improvements, awareness initiatives, training, coaching, and

disciplinary measures ranging from warnings to termination of employment.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	44

REFERENCE TABLE


ESRS	#	Description	Reference	Page reference within these Sustainability Statements	Explanation
ESRS 2	BP-1	General basis for preparation of the sustainability statements	General basis of preparation of the sustainability statements	24
ESRS 2	BP-2	Disclosures in relation to specific circumstances	Disclosures in relation to specific circumstances	25
ESRS 2	GOV-1	The role of the administrative, management and supervisory bodies	Role of the Board of Directors in sustainability matters	26
ESRS 2	GOV-2	Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies	Role of the Board of Directors in sustainability matters	26
ESRS 2	GOV-3	Integration of sustainability-related performance in incentive schemes	Integration of sustainability-related performance in incentive schemes	28
ESRS 2	GOV-4	Statement on due diligence	Statement on due diligence	29
ESRS 2	GOV-5	Risk management and internal controls over sustainability reporting	Risk management and internal controls over sustainability reporting	31
ESRS 2	SBM-1	Strategy, business model and value chain	Strategy, business model and value chain	32
ESRS 2	SBM-2	Interests and views of stakeholders	Interests and views of stakeholders	34
ESRS 2	SBM-3	Material impacts, risks and opportunities and their interaction with strategy and business model	Material impacts, risks and opportunities and their interaction with strategy and business model	37	Phased-in option applied for DR48e and AR22 (anticipated financial effects), in line with ESRS 1 Appendix C: List of phased-in Disclosure Requirements.
ESRS 2	IRO-1	Description of the processes to identify and assess material impacts, risks and opportunities	Description of the process to identify and assess material impacts, risks and opportunities	40
ESRS 2	IRO-2	Disclosure requirements in ESRS covered by the undertaking’s sustainability statement	Reference table	44
ESRS 2	MDR-P	Policies adopted to manage material sustainability matters			Minimum disclosure requirements on policies are included in the policies sections of the topical sections of the Heineken N.V. Sustainability Statements.
ESRS 2	MDR-A	Actions and resources in relation to material sustainability matters			Minimum disclosure requirements on actions and resources are included in the actions and resources sections of the topical sections of the Heineken N.V. Sustainability Statements.
ESRS 2	MDR-M	Metrics in relation to material sustainability matters			See Appendix 4 'Basis of preparation' of the Heineken N.V. Sustainability Statements.
ESRS 2	MDR-T	Tracking effectiveness of policies and actions through targets			Minimum disclosure requirements on targets are included in the metrics and targets sections of the topical sections of the Heineken N.V. Sustainability Statements.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	45

HEINEKEN N.V.

SUSTAINABILITY

STATEMENTS

See the following pages (46 through 48) for an overview of the

sustainability information as included in the Sustainability

Statements of Heineken N.V. as incorporated by reference herein.

The parts of the Heineken N.V.’s Sustainability Statements set out

on pages 46 through 48 shall be deemed to be incorporated in,

and to form part of, the Sustainability Statements of Heineken

Holding N.V. and these Sustainability Statements of Heineken

Holding N.V. should be read and construed in conjunction with

such (parts of the) Heineken N.V.’s Sustainability Statements.



	ENVIRONMENTAL
	Page 167 of the Heineken N.V. Sustainability Statements
	Page 167 of the Heineken N.V. Sustainability Statements


	SOCIAL
	Page 206 of the Heineken N.V. Sustainability Statements
	Page 206 of the Heineken N.V. Sustainability Statements



	RESPONSIBLE
	Page 232 of the Heineken N.V. Sustainability Statements
	Page 232 of the Heineken N.V. Sustainability Statements


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	46

HEINEKEN N.V.

HEINEKEN N.V. Annual Report 2024 ä

SUSTAINABILITY

STATEMENTS

Environmental



	CLIMATE CHANGE ESRS E1 Starting on page 168			Strategy
				Impacts, risks and opportunities - Policies
				Impacts, risks and opportunities - Actions and resources
				Metrics and targets



	WATER ESRS E3 Starting on page 182			Strategy
				Impacts, risks and opportunities - Strategy
				Impacts, risks and opportunities - Policies
				Impacts, risks and opportunities - Actions and resources
				Metrics and targets



	RESOURCE USE AND CIRCULAR ECONOMY ESRS E5 Starting on page 189			Strategy
				Impacts, risks and opportunities - Policies
				Impacts, risks and opportunities - Actions and resources
				Metrics and targets
				Biodiversity



	EU TAXONOMY Starting on page 199



	HEINEKEN's view of the EU Taxonomy
	Turnover
	CapEx
	OpEX

Heineken Holding N.V. top-up

As stated above, Heineken Holding N.V. has no operational

activities, employees or physical offices. Its activity is

limited to the holding of shares in Heineken N.V. The

operational activities have been assigned within HEINEKEN

to Heineken N.V. and its subsidiaries and associated

companies. Heineken Holding N.V. will therefore

incorporate by reference the topics that were selected as

material as the outcome of the double materiality analysis

by HEINEKEN. This is also the case for the Environmental

topics referenced on this page.

The EU Taxonomy data reported by Heineken N.V. fully

captures the operational activities of the HEINEKEN group.

As Heineken Holding N.V.’s role within the HEINEKEN group

is limited to that of a holding company, with no direct

operational or relevant economic activities contributing to

the metrics or KPIs under the EU Taxonomy Regulation,

there is no additional data to report within its scope.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	47

HEINEKEN N.V.

HEINEKEN N.V. Annual Report 2024 ä

SUSTAINABILITY

STATEMENTS

Social



	OWN WORKFORCE ESRS S1 Starting on page 207			Strategy
				Impacts, risks and opportunities - Policies
				Impacts, risks and opportunities - Processes
				Impacts, risks and opportunities - Actions and resources
				Metrics and targets
				Voluntary disclosures



	WORKERS IN THE VALUE CHAIN ESRS S2 Starting on page 224			Strategy
				Impacts, risks and opportunities - Policies
				Impacts, risks and opportunities - Processes
				Impacts, risks and opportunities - Actions and resources
				Metrics and targets

Heineken Holding N.V. top-up

As stated above, Heineken Holding N.V. has no operational

activities, employees or physical offices. Its activity is

limited to the holding of shares in Heineken N.V. The

operational activities have been assigned within HEINEKEN

to Heineken N.V. and its subsidiaries and associated

companies. Furthermore, there is no senior management

level at Heineken Holding N.V. Heineken Holding N.V. will

therefore incorporate by reference the topics that were

selected as material as the outcome of the double

materiality analysis by HEINEKEN. Inclusion of Heineken

Holding N.V. directors does not materially impact ESRS S1

quantitative metrics included in Heineken N.V.

Sustainability Statements.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	48

HEINEKEN N.V.

HEINEKEN N.V. Annual Report 2024 ä

SUSTAINABILITY

STATEMENTS

Responsible



	APPENDICES Starting on page 242			Appendix 1 - Incorporation by reference
	APPENDICES Starting on page 242			Appendix 2 - Linking impacts, risks and opportunities to policies and actions
				Appendix 3 - Datapoints that derive from other EU legislation
				Appendix 4 - Basis of preparation
				Appendix 5 - Reference table



	CONSUMERS AND END- USERS ESRS S4 Starting on page 233			Strategy
				Impacts, risks and opportunities - Policies
				Impacts, risks and opportunities - Processes
				Impacts, risks and opportunities - Actions and resources
				Metrics and targets

Heineken Holding N.V. top-up

As stated above, Heineken Holding N.V. has no operational

activities, employees or physical offices. Its activity is

limited to the holding of shares in Heineken N.V. The

operational activities have been assigned within HEINEKEN

to Heineken N.V. and its subsidiaries and associated

companies. Heineken Holding N.V. will therefore

incorporate by reference the topics that were selected as

material as the outcome of the double materiality analysis

by HEINEKEN. This is also the case for the Responsible

topics referenced on this page. As Heineken Holding N.V.

does not have any operational activities, the consumers

and end-users are the same as the consumers and end-

users of HEINEKEN.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	49

REMUNERATION

REPORT

REPORT OF THE

BOARD OF DIRECTORS

The Remuneration Policy for the Board of Directors of Heineken Holding N.V. was

submitted for approval to the General Meeting of Shareholders on 25 April 2024. The

General Meeting of Shareholders approved the policy with 99.64% favourable support.

This Remuneration Report includes two sections:

Part I

Describes the prevailing Board of Directors Remuneration Policy, as adopted by the General

Meeting of Shareholders on 25 April 2024, and as it has been implemented in 2024.

Part II

Provides details of the Board of Directors actual remuneration for performance ending in,

or at year-end, 2024.

Part I Remuneration Policy

Remuneration principles

The Board of Directors Remuneration Policy is designed to attract and retain high-class and

diverse profiles with relevant skills and experience that are required to perform the duties of

the Board of Directors and ensures appropriate corporate governance by meeting the

following key principles:

Support the business strategy

We align our Remuneration Policy with business strategies focused on creating long-term

sustainable growth and shareholder value.

Pay for purpose

We align our Remuneration Policy to promote the independence and objectivity of our

members of the Board of Directors, which is a key element to best serve the long-term

interest of the Company.

Pay competitively

We set remuneration levels to be competitive with other relevant multinational

corporations of similar size and complexity.

While establishing and implementing the policy, the perspective and input of internal and

external stakeholders and the external environment in which HEINEKEN operates, are

taken into consideration. HEINEKEN is also committed to an ongoing dialogue with

shareholders and seeks the views of significant shareholders before any material changes

to remuneration arrangements are put forward for approval.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	50

Summary overview of remuneration elements

The Board of Directors Remuneration Policy is simple and transparent in design, and

consists of the following key elements:


Remuneration element	Description	Strategic role

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


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

Members of the Board of Directors are not eligible for incentive awards or pension.

Part II Actual remuneration for performance ending in,

or at year-end, 2024

In line with the Board of Directors prevailing Remuneration Policy, the members of the

Board of Directors receive a fixed remuneration for their services. The 2024 annual

remuneration for the members of the Board of Directors of Heineken Holding N.V. is set on

€150,000 for the Chair and €115,000 for the other members of the Board of Directors.

The following tables provide an overview of the Board of Directors actual remuneration for

year-end 2024. For disclosures in line with IFRS reporting requirements, refer to note 13.3

to the Consolidated Financial Statements.

Mr M. Das and Mr M.R. de Carvalho have a double function as they are a member of the

Board of Directors of Heineken Holding N.V. as well as a member of the Supervisory Board

of Heineken N.V. In line with Section 135b, subsection 3f, Book 2 of the Dutch Civil Code

and the Draft Guidelines to the Shareholders Rights Directive, the remuneration they

receive for these services is reflected in their total remuneration and is also split out by

component as presented in Table 1 BIS.

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

At the General Meeting of Shareholders on 23 April 2020, Mr J.F.M.L. van Boxmeer was

appointed as non-executive member of Heineken Holding N.V. as of 1 June 2020. The

actual remuneration Mr J.F.M.L. van Boxmeer received from Heineken Holding N.V. is

reflected in Table 1. For disclosures on the remuneration received by

Mr J.F.M.L. van Boxmeer as CEO and Chair of the Executive Board of Heineken N.V.

refer to Heineken N.V.’s Remuneration Report.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	51

Table 1 Remuneration Board of Directors


In thousands of €	2024	2023	2022	2021	2020
Executive members:
C.L. de Carvalho-Heineken	115	90	90	90	90
M.R. de Carvalho*	315	231	225	225	225
Total remuneration executive members	430	321	315	315	315

Non-executive members:
M. Das (Chair)*	265	250	250	250	250
C.M. Kwist	115	90	90	90	90
A.A.C. de Carvalho	115	90	90	90	90
A.M. Fentener van Vlissingen	115	90	90	90	90
L.L.H. Brassey	115	90	90	90	90
J.F.M.L. van Boxmeer1,2	115	90	90	90	53
C.A.G. de Carvalho3	—	27	63	—	—
J.A. Fernández Carbajal*4	—	23	256	232	244
Total remuneration non- executive members	840	750	1,019	932	907
Total remuneration	1,270	1,071	1,334	1,247	1,222

* Includes the remuneration received as member of the Supervisory Board of Heineken N.V., please refer to table 1 BIS.

1 Appointed as non-executive director of Heineken Holding N.V. as of 1 June 2020.

2 See separate paragraph for more information regarding the remuneration Mr J.F.M.L. van Boxmeer.

3 Appointed as non-executive director of Heineken Holding N.V. as of 22 April 2022 and resigned as per 20 April 2023.

4 Resigned on and as per 15 February 2023.

Table 1 BIS Remuneration of members of the Supervisory Board from

Heineken N.V.


	2024				2023	2022	2021	2020
In thousands of €	Base Board Fee	Committee Fees	Allowances and Benefits	Total Remune- ration	Total Remune- ration	Total Remune- ration	Total Remune- ration	Total Remune- ration
M. Das	115	—	—	115	130	130	130	130
M.R. de Carvalho	115	75	10	200	141	135	135	135
J.A. Fernández Carbajal1	—	—	—	0	33	166	142	154

1 Resigned on and as per 15 February 2023.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	52

STATEMENT OF

THE BOARD OF

DIRECTORS

REPORT OF THE

BOARD OF DIRECTORS

In accordance with Section 5:25c, subsection 2 sub c of the Financial Supervision Act,

we confirm that, to the best of our knowledge,

■ the financial statements in this Annual Report 2024 give a true and fair view of our

assets and liabilities, our financial position as at 31 December 2024, and the results

of our consolidated operations for the financial year 2024; and

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

31 December 2024 and the development and performance during the financial year

2024 of Heineken Holding N.V. and the undertakings included in the consolidation

taken as a whole, and describes the principal risks that Heineken Holding N.V. faces.

Amsterdam, 11 February 2025

Board of Directors

Mr M. Das, non-executive director (Chair)

Mrs C.L. de Carvalho-Heineken, executive director

Mr M.R. de Carvalho, executive director

Mrs C.M. Kwist, non-executive director

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

Mrs A.M. Fentener van Vlissingen, non-executive director

Mrs L.L.H. Brassey, non-executive director

Mr J.F.M.L. van Boxmeer, non-executive director


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	53

FINANCIAL

STATEMENTS

2024


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	54

Contents Financial Statements



page	55	Heineken Holding N.V. Income Statement
	55	Heineken Holding N.V. Balance Sheet
	56	Heineken Holding N.V. Shareholders' Equity
	58	Notes to the Heineken Holding N.V. Financial Statements

	60	Consolidated Income Statement
	60	Consolidated Statement of Other Comprehensive Income
	61	Consolidated Statement of Financial Position
	62	Consolidated Statement of Cash Flows
	63	Consolidated Statement of Changes in Equity
	65	Notes to the Consolidated Financial Statements
	65	1. Reporting entity
	65	2. Basis of preparation
	65	3. Significant events in the period and accounting estimates and judgements
	65	4. Changes in accounting policies
	66	5. General accounting policies
	68	6. Operating activities
	68		6.1 Operating segments
	71		6.2 Other income
	72		6.3 Raw materials, consumables and services
	72		6.4 Personnel expenses
	73		6.5 Share-based payments
	74		6.6 Amortisation, depreciation and impairments
	74		6.7 Earnings per share
	75	7. Working capital
	75		7.1 Inventories
	75		7.2 Trade and other receivables
	76		7.3 Trade and other payables
	77		7.4 Returnable packaging materials



page	78	8. Non-current assets
	78		8.1 Intangible assets
	81		8.2 Property, plant and equipment
	83		8.3 Loans and advances to customers
	84		8.4 Equity instruments
	84		8.5 Other non-current assets
	85	9. Provisions and contingent liabilities
	85		9.1 Post-retirement obligations
	89		9.2 Provisions
	89		9.3 Contingencies
	91	10. Acquisitions, disposals and investments
	91		10.1 Acquisitions and disposals of subsidiaries and non-controlling interests
	91		10.2 Assets or disposal groups classified as held for sale
	91		10.3 Investments in associates and joint ventures
	93	11. Financing and capital structure
	93		11.1 Net finance income and expense
	93		11.2 Cash and cash equivalents
	94		11.3 Borrowings
	96		11.4 Capital and reserves
	98		11.5 Credit, liquidity and market risk
	101		11.6 Derivative financial instruments
	102	12. Tax
	102		12.1 Income tax expense
	103		12.2 Deferred tax assets and liabilities
	105		12.3 Income tax on other comprehensive income and equity
	105	13. Other
	105		13.1 Fair value
	106		13.2 Off-balance sheet commitments
	107		13.3 Related parties
	109		13.4 HEINEKEN entities
	110		13.5 Subsequent events


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	55

Heineken Holding N.V. Income Statement


For the year ended 31 December
In millions of €	Note	2024	2023
Personnel expenses		—	—
Total expenses		—	—
Interest income		—	—
Interest expenses		—	—
Other net finance income/(expenses)		—	—
Net finance expenses		—	—
Share in result of participating interest in Heineken N.V. after income tax	II	498	1,174
Profit before income tax		—	—
Income tax income/(expense)	III	—	—
Profit		498	1,174

Heineken Holding N.V. Balance Sheet


Before appropriation of results As at 31 December
In millions of €	Note	2024	2023
Participating interest in Heineken N.V.	I	9,546	9,733
Total financial fixed assets		9,546	9,733

Cash		—	—
Total current assets		—	—
Total assets		9,546	9,733

Issued capital		461	461
Share premium		1,257	1,257
Translation reserve		(2,168)	(1,866)
Hedging reserve		52	(6)
Cost of hedging reserve		(5)	(4)
Fair value reserve		31	34
Other legal reserves		998	999
Reserve for own shares		(390)	(390)
Retained earnings		8,812	8,074
Profit for the year		498	1,174
Total shareholders' equity		9,546	9,733

Other payables		—	—
Total current liabilities		—	—

Total shareholders' equity and liabilities		9,546	9,733


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	56

Heineken Holding N.V. Shareholders' Equity


In millions of €	Share capital	Share premium	Translation reserve	Hedging reserve	Cost of hedging reserve	Fair value reserve	Other legal reserves	Reserve for own shares	Retained earnings	Profit/(loss) for the year	Shareholders' equity
Balance as at 1 January 2023	461	1,257	(1,822)	(22)	(5)	36	623	—	7,823	1,343	9,694
Profit for the year	—	—	—	—	—	—	104	—	(104)	1,174	1,174
Other comprehensive income/(loss)	—	—	(44)	(63)	1	(2)	—	—	(34)	—	(142)
Total comprehensive income/(loss)	—	—	(44)	(63)	1	(2)	104	—	(138)	1,174	1,032
Realised hedge result from non-financial assets by Heineken N.V.	—	—	—	79	—	—	—	—	—	—	79
Transfer to retained earnings	—	—	—	—	—	—	—	—	1,343	(1,343)	—
Transfer between reserves	—	—	—	—	—	—	272	—	(272)	—	—
Dividends to shareholders	—	—	—	—	—	—	—	—	(545)	—	(545)
Purchase Heineken N.V. shares by Heineken N.V.	—	—	—	—	—	—	—	—	(480)	—	(480)
Purchase own shares	—	—	—	—	—	—	—	(390)	—	—	(390)
Dilution	—	—	—	—	—	—	—	—	170	—	170
Share-based payments by Heineken N.V.	—	—	—	—	—	—	—	—	1	—	1
Acquisition of non-controlling interests in Heineken N.V. group companies	—	—	—	—	—	—	—	—	(109)	—	(109)
Hyperinflation impact on participating interest Heineken N.V.	—	—	—	—	—	—	—	—	103	—	103
Changes in consolidation by Heineken N.V.	—	—	—	—	—	—	—	—	178	—	178
Balance as at 31 December 2023	461	1,257	(1,866)	(6)	(4)	34	999	(390)	8,074	1,174	9,733


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	57

Heineken Holding N.V. Shareholders' Equity continued


In millions of €	Share capital	Share premium	Translation reserve	Hedging reserve	Cost of hedging reserve	Fair value reserve	Other legal reserves	Reserve for own shares	Retained earnings	Profit/(loss) for the year	Shareholders' equity
Balance as at 1 January 2024	461	1,257	(1,866)	(6)	(4)	34	999	(390)	8,074	1,174	9,733
Profit for the year	—	—	—	—	—	—	(4)	—	4	498	498
Other comprehensive income/(loss)	—	—	(302)	80	(1)	(3)	—	—	34	—	(192)
Total comprehensive income/(loss)	—	—	(302)	80	(1)	(3)	(4)	—	38	498	306
Realised hedge result from non-financial assets by Heineken N.V.	—	—	—	(22)	—	—	—	—	—	—	(22)
Transfer to retained earnings	—	—	—	—	—	—	—	—	1,174	(1,174)	—
Transfer between reserves	—	—	—	—	—	—	3	—	(3)	—	—
Dividends to shareholders	—	—	—	—	—	—	—	—	(489)	—	(489)
Purchase Heineken N.V. shares by Heineken N.V.	—	—	—	—	—	—	—	—	(31)	—	(31)
Dilution	—	—	—	—	—	—	—	—	3	—	3
Share-based payments by Heineken N.V.	—	—	—	—	—	—	—	—	9	—	9
Acquisition of non-controlling interests in Heineken N.V. group companies	—	—	—	—	—	—	—	—	5	—	5
Hyperinflation impact on participating interest Heineken N.V.	—	—	—	—	—	—	—	—	36	—	36
Changes in consolidation by Heineken N.V.	—	—	—	—	—	—	—	—	(4)	—	(4)
Balance as at 31 December 2024	461	1,257	(2,168)	52	(5)	31	998	(390)	8,812	498	9,546

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


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	58

Notes to the Heineken Holding N.V. Financial Statements

Reporting entity

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

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

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

Basis of preparation

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

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

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

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

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

as explained in the notes to the Consolidated Financial Statements.

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

millions of Euro, unless otherwise indicated.

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

11 February 2025 and will be submitted for adoption to the General Meeting of Shareholders on

17 April 2025.

Accounting policies

Shareholders’ equity

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

Dutch Civil Code.

Note I Participating interest in Heineken N.V.

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

50.966% (2023: 50.94%) of the outstanding capital following the purchase of own shares by

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

€461 million as at 31 December 2024 (€ 461 million as at 31 December 2023).

The market capitalisation of the participating interest in Heineken N.V. as at 31 December 2024

amounted to €19.8 billion (29 December 2023: €26.5 billion).


In millions of €
Balance as at 1 January 2023	9,694
50.940% of the profit of Heineken N.V.	1,174
Dividend payments received by Heineken Holding N.V.	(545)
Movements in translation reserve	(44)
Movements hedges	17
Movements fair value adjustments	(2)
Actuarial gains and losses	(34)
Movements in retained earnings	178
Purchase Heineken N.V. shares by Heineken N.V.	(480)
Purchase own shares	(390)
Dilution	170
Share-based payments by Heineken N.V.	1
Acquisition of non-controlling interests in Heineken N.V. group companies by Heineken N.V.	(109)
Hyperinflation impact on participating interest in Heineken N.V.	103
Balance as at 31 December 2023	9,733

Balance as at 1 January 2024	9,733
50.966% of the profit of Heineken N.V.	498
Dividend payments received by Heineken Holding N.V.	(489)
Movements in translation reserve	(302)
Movements hedges	57
Movements fair value adjustments	(3)
Actuarial gains and losses	34
Movements in retained earnings	(4)
Purchase Heineken N.V. shares by Heineken N.V.	(31)
Dilution	3
Share-based payments by Heineken N.V.	9
Acquisition of non-controlling interests in Heineken N.V. group companies by Heineken N.V.	5
Hyperinflation impact on participating interest Heineken N.V.	36
Balance as at 31 December 2024	9,546


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	59

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

after income tax

Included here is the share in the profit of Heineken N.V. for 2024, being 50.966% of €978 million

(2023: 50.94% of €2,304 million).

Note III Other revenues and expenses after income tax

Expenses made to manage and provide services to Heineken N.V. amounting to €1.279 thousand

(2023: €1.364 thousand) are reimbursed by Heineken N.V. to Heineken Holding N.V. in accordance

with the management agreement.

Note IV Auditor Fees

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

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

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

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

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

accordance with local independence regulations.

In 2024 €13.8 million of fees are recognised in the consolidated financial statements for services

provided by Deloitte Accountants B.V. and its member firms and/or affiliates (2023: €13.9 million).

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


	Deloitte Accountants B.V.		Other Deloitte member firms and affiliates		Total
In millions of €	2024	2023	2024	2023	2024	2023
Audit of Heineken Holding N.V. and its subsidiaries	4.0	3.5	7.9	8.7	11.9	12.2
Other audit services	0.9	0.4	0.5	0.3	1.4	0.7
Tax services	—	—	0.1	0.1	0.1	0.1
Other non-audit services	—	—	0.4	0.9	0.4	0.9
	4.9	3.9	8.9	10.0	13.8	13.9

Accounting policies

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

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

Note V Subsequent Events

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

Amsterdam, 11 February 2025

Board of Directors

Mr M. Das, non-executive director (Chair)

Mrs C.L. de Carvalho-Heineken, executive director

Mr M.R. de Carvalho , executive director

Mrs C.M. Kwist, non-executive director

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

Mrs A.M. Fentener van Vlissingen , non-executive director

Mrs L.L.H. Brassey, non-executive director

Mr J.F.M.L. van Boxmeer , non-executive director


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	60

Consolidated Income Statement


For the year ended 31 December
In millions of €	Note	2024	2023
Revenue	6.1	35,955	36,375
Excise tax expense	6.1	(6,134)	(6,013)
Net revenue	6.1	29,821	30,362
Other income	6.2	80	393
Raw materials, consumables and services	6.3	(19,313)	(20,077)
Personnel expenses	6.4	(4,466)	(4,353)
Amortisation, depreciation and impairments	6.6	(2,605)	(3,096)
Total other expenses		(26,384)	(27,526)
Operating profit		3,517	3,229
Interest income	11.1	110	90
Interest expenses	11.1	(680)	(640)
Other net finance income/(expenses)	11.1	(235)	(375)
Net finance expenses		(805)	(925)
Share of profit/(loss) of associates and joint ventures	10.3	(705)	218
Profit before income tax		2,007	2,522
Income tax expense	12.1	(846)	(121)
Profit		1,161	2,401

Attributable to:
Shareholders of Heineken Holding N.V. (net profit)		498	1,174
Non-controlling interests in Heineken N.V.		480	1,130
Non-controlling interests in Heineken N.V. group companies		183	97
Profit		1,161	2,401

Weighted average number of shares – basic	6.7	282,873,387	283,965,488
Weighted average number of shares – diluted	6.7	282,873,387	283,965,488
Basic earnings per share (€)	6.7	1.76	4.12
Diluted earnings per share (€)	6.7	1.76	4.12

Consolidated Statement of Other Comprehensive Income


For the year ended 31 December
In millions of €	Note	2024	2023
Profit		1,161	2,401
Other comprehensive income, net of tax:
Items that will not be reclassified to profit or loss:
Remeasurement of post-retirement obligations	12.3	68	(66)
Net change in fair value through OCI investments	12.3	(9)	(5)
Items that may be subsequently reclassified to profit or loss:
Currency translation differences	5(b)/12.3	(567)	(170)
Change in fair value of net investment hedges	12.3	14	(28)
Change in fair value of cash flow hedges	12.3	166	(135)
Cash flow hedges reclassified to profit or loss	12.3	(9)	12
Net change in fair value through OCI investments – debt investments	12.3	1	1
Cost of hedging	11.6/12.3	(1)	2
Share of other comprehensive income of associates/joint ventures	10.3/12.3	59	(75)
Other comprehensive income/(expense), net of tax	12.3	(278)	(464)
Total comprehensive income/(expense)		883	1,937

Attributable to:
Shareholders of Heineken Holding N.V.		306	1,032
Non-controlling interests in Heineken N.V.		297	995
Non-controlling interests in Heineken N.V. group companies		280	(90)
Total comprehensive income		883	1,937


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	61

Consolidated Statement of Financial Position


As at 31 December				As at 31 December
In millions of €	Note	2024	2023	In millions of €	Note	2024	2023
Intangible assets	8.1	21,701	21,781	Heineken Holding N.V. shareholders' equity	11.4	9,546	9,733
Property, plant and equipment	8.2	14,677	14,772	Non-controlling interests in Heineken N.V.	11.4	9,737	9,928
Investments in associates and joint ventures	10.3	3,500	4,130	Non-controlling interests in Heineken N.V. group companies	11.4	2,821	2,733
Loans and advances to customers	8.3	258	239	Total equity		22,104	22,394
Deferred tax assets	12.2	1,264	1,292
Equity instruments	8.4	167	167	Borrowings	11.3	13,783	14,046
Other non-current assets	8.5	1,009	978	Post-retirement obligations	9.1	519	586
Total non-current assets		42,576	43,359	Provisions	9.2	586	627
				Deferred tax liabilities	12.2	2,155	2,213
Inventories	7.1	3,572	3,721	Other non-current liabilities	11.6	90	67
Trade and other receivables	7.2	4,588	5,019	Total non-current liabilities		17,133	17,539
Current tax assets		165	196
Derivative assets	11.6	169	58	Borrowings	11.2/11.3	3,266	4,192
Cash and cash equivalents	11.2	2,350	2,377	Trade and other payables	7.3	9,912	9,432
Assets classified as held for sale	10.2	55	28	Returnable packaging deposits	7.4	525	531
Total current assets		10,899	11,399	Provisions	9.2	176	206
				Current tax liabilities		307	332
				Derivative liabilities	11.6	52	132
				Total current liabilities		14,238	14,825

Total assets		53,475	54,758	Total equity and liabilities		53,475	54,758


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	62

Consolidated Statement of Cash Flows


For the year ended 31 December
In millions of €	Note	2024	2023	In millions of €	Note	2024	2023
Operating activities				Investing activities
Profit		1,161	2,401	Proceeds from sale of property, plant and equipment and intangible assets		152	154
Adjustments for:						152	154
Amortisation, depreciation and impairments	6.6	2,605	3,096	Purchase of property, plant and equipment		(2,184)	(2,434)
Net interest expenses	11.1	570	550	Purchase of intangible assets		(281)	(243)
Other income	6.2	(37)	(352)	Loans issued to customers and other investments		(221)	(244)
Share of profit of associates and joint ventures and dividend income on fair value through OCI investments		687	(226)	Repayment on loans to customers and other investments		89	96
		687	(226)	Cash flow used in operational investing activities		(2,445)	(2,671)
Income tax expenses	12.1	846	121	Free operating cash flow		3,058	1,759
Other non-cash items		226	537	Acquisition of subsidiaries, net of cash acquired		(4)	(806)
Cash flow from operations before changes in working capital and provisions		6,058	6,127	Acquisition of/additions to associates, joint ventures and other investments		(44)	(409)
Change in inventories		(39)	(4)	Disposal of subsidiaries, net of cash disposed of		14	257
Change in trade and other receivables		347	(42)	Disposal of associates, joint ventures and other investments		44	53
Change in trade and other payables and returnable packaging deposits		543	(100)	Cash flow used in acquisitions and disposals		10	(905)
Total change in working capital		851	(146)	Cash flow used in investing activities		(2,435)	(3,576)
Change in provisions and post-retirement obligations		(6)	(32)	Financing activities
Cash flow from operations		6,903	5,949	Proceeds from borrowings		3,076	6,751
Interest paid		(668)	(624)	Repayment of borrowings		(4,091)	(4,614)
Interest received		120	118	Payment of principal portion of lease commitments		(355)	(390)
Dividends received		199	147	Dividends paid		(1,199)	(1,335)
Income taxes paid		(1,051)	(1,160)	Purchase own shares and shares issued		(5)	(942)
Cash flow related to interest, dividend and income tax		(1,400)	(1,519)	Acquisition of non-controlling interests		—	(286)
Cash flow from operating activities		5,503	4,430	Cash flow used in financing activities		(2,574)	(816)
				Net cash flow		494	38
				Cash and cash equivalents as at 1 January		1,425	1,618
				Effect of movements in exchange rates		(166)	(231)
				Cash and cash equivalents as at 31 December	11.2	1,753	1,425


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	63

Consolidated Statement of Changes in Equity


In millions of €	Note	Share capital	Share premium	Translation reserve	Hedging reserve	Cost of hedging reserve	Fair value reserve	Other legal reserves	Reserve for own shares	Retained earnings	Shareholders of Heineken Holding N.V.	Non- controlling interests in Heineken N.V.	Non-controlling interests in Heineken N.V. group companies	Total equity
Balance as at 1 January 2023		461	1,257	(1,822)	(22)	(5)	36	623	—	9,166	9,694	9,857	2,369	21,920
Hyperinflation restatement to 1 January 20231	5(c)	—	—	—	—	—	—	—	—	20	20	20	—	40
Balance as at 1 January 2023 after restatement		461	1,257	(1,822)	(22)	(5)	36	623	—	9,186	9,714	9,877	2,369	21,960
Profit		—	—	—	—	—	—	104	—	1,070	1,174	1,130	97	2,401
Other comprehensive income/(loss)	12.3	—	—	(44)	(63)	1	(2)	—	—	(34)	(142)	(135)	(187)	(464)
Total comprehensive income/(loss)		—	—	(44)	(63)	1	(2)	104	—	1,036	1,032	995	(90)	1,937
Realised hedge results from non-financial assets	12.3	—	—	—	79	—	—	—	—	—	79	77	—	156
Transfer to/from retained earnings		—	—	—	—	—	—	272	—	(272)	—	—	—	—
Dividends to shareholders		—	—	—	—	—	—	—	—	(545)	(545)	(535)	(270)	(1,350)
Purchase own shares or contributions received from Heineken N.V. NCI shareholders by Heineken N.V.	11.4	—	—	—	—	—	—	—	—	(480)	(480)	(463)	1	(942)
Purchase own shares		—	—	—	—	—	—	—	(390)	—	(390)	—	—	(390)
Dilution		—	—	—	—	—	—	—	—	170	170	(170)	—	—
Share-based payments by Heineken N.V.		—	—	—	—	—	—	—	—	1	1	1	—	2
Acquisition/disposal of non-controlling interests in Heineken N.V. group companies by Heineken N.V.		—	—	—	—	—	—	—	—	(109)	(109)	(105)	(9)	(223)
Hyperinflation impact		—	—	—	—	—	—	—	—	83	83	80	—	163
Changes in consolidation by Heineken N.V.		—	—	—	—	—	—	—	—	178	178	171	732	1,081
Balance as at 31 December 2023		461	1,257	(1,866)	(6)	(4)	34	999	(390)	9,248	9,733	9,928	2,733	22,394

1 Includes impairment related to the hyperinflationary impact on the opening balance.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	64

Consolidated Statement of Changes in Equity continued


In millions of €	Note	Share capital	Share premium	Translation reserve	Hedging reserve	Cost of hedging reserve	Fair value reserve	Other legal reserves	Reserve for own shares	Retained earnings	Shareholders of Heineken Holding N.V.	Non- controlling interests in Heineken N.V.	Non-controlling interests in Heineken N.V. group companies	Total equity
Balance as at 1 January 2024		461	1,257	(1,866)	(6)	(4)	34	999	(390)	9,248	9,733	9,928	2,733	22,394
Profit		—	—	—	—	—	—	(4)	—	502	498	480	183	1,161
Other comprehensive income/(loss)	12.3	—	—	(302)	80	(1)	(3)	—	—	34	(192)	(183)	97	(278)
Total comprehensive income/(loss)		—	—	(302)	80	(1)	(3)	(4)	—	536	306	297	280	883
Realised hedge results from non-financial assets	12.3	—	—	—	(22)	—	—	—	—	—	(22)	(21)	—	(43)
Transfer to/from retained earnings		—	—	—	—	—	—	3	—	(3)	—	—	—	—
Dividends to shareholders		—	—	—	—	—	—	—	—	(489)	(489)	(480)	(237)	(1,206)
Purchase own shares or contributions received from Heineken N.V. NCI shareholders by Heineken N.V.	11.4	—	—	—	—	—	—	—	—	(31)	(31)	(29)	55	(5)
Dilution		—	—	—	—	—	—	—	—	3	3	(3)	—	—
Share-based payments by Heineken N.V.		—	—	—	—	—	—	—	—	9	9	9	—	18
Acquisition/disposal of non-controlling interests in Heineken N.V. group companies by Heineken N.V.		—	—	—	—	—	—	—	—	5	5	5	(10)	—
Hyperinflation impact		—	—	—	—	—	—	—	—	36	36	34	—	70
Changes in consolidation by Heineken N.V.		—	—	—	—	—	—	—	—	(4)	(4)	(3)	—	(7)
Balance as at 31 December 2024		461	1,257	(2,168)	52	(5)	31	998	(390)	9,310	9,546	9,737	2,821	22,104


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	65

Notes to the Consolidated Financial Statements

1. Reporting entity

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

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

The Consolidated Financial Statements of the Company as at 31 December 2024 comprise

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

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

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

brand, HEINEKEN has a range of more than 340 international, regional, local and speciality beers

and ciders.

2. Basis of preparation

The consolidated financial statements are:

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

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

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

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

Committee (IFRIC) effective year-end 2024 have been adopted by the EU.

■ Prepared by the Board of Directors and authorised for issue on 11 February 2025 and will be

submitted for adoption to the General Meeting of Shareholders on 17 April 2025.

■ Prepared on the historical cost basis unless otherwise indicated.

■ Prepared on a going concern basis.

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

■ Rounded to the nearest million unless stated otherwise.

3. Significant events in the period and accounting estimates and

judgements

a) Significant accounting estimates and judgement

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

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

assets and liabilities, income and expenses.

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

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

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

judgements are described per note within the consolidated financial statements.

The following notes contain the most significant estimates and judgements:


Particular area involving significant estimates and judgements	Note
Significant judgement
Judgement on acting as principal versus agent with respect to excise tax expense	6.1 Operating segments
Judgement used in assessing significant or prolonged decline in the fair value of the investment for indication of impairment	10.3 Investments in associates and joint ventures
Assessment of the recoverability of past tax losses	12.2 Deferred tax assets and liabilities
Significant estimates
Assumptions used in impairment testing	8.1 Intangible assets and 8.2 Property, plant and equipment
Assumptions for discount rates, future pension increases and life expectancy to calculate the defined benefit obligation	9.1 Post-retirement obligations
Estimating the likelihood and timing of potential cash flows relating to claims and litigations	9.2 Provisions and 9.3 Contingencies

All estimates and judgements are disclosed in the notes to the consolidated financial statements (if

applicable).

(b) Climate change

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

including climate change scenarios and the Brew a Better World (BaBW) ambitions, on the estimates

and judgements used in preparing the consolidated financial statements.

The following impacts were assessed in the consolidated financial statements:

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

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

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

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

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

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

goodwill (refer to note 8.1 and 8.2).

For the year ended 31 December 2024, no material impact on financial reporting judgement and

estimates arising from climate change was identified. As a result the valuations of assets or liabilities

have not been significantly impacted by climate change risks.

4. Changes in accounting policies

(a) Changed accounting policies in 2024

The following accounting policy changes have been adopted in 2024 and are reflected in the

consolidated financial statements:


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	66

Amendments to IAS 7 and IFRS 7 – Supplier finance arrangement

HEINEKEN has adopted the amendments to IAS 7 and IFRS 7 relating to supplier finance

arrangements. These amendments introduce new disclosure requirements with regard to supplier

finance arrangements, relating to the effect on liabilities, cash flows and the exposure to liquidity

risk.

HEINEKEN has supplier finance arrangements in place, to which the disclosure requirements apply.

Refer to note 7.3 ‘Trade and other payables’.

No other new standards or amendments to existing standards effective in 2024, had a significant

impact on HEINEKEN’s consolidated financial statements.

(b) Upcoming changes in accounting policies for 2025 .

No new standards or amendments to existing standards, effective in 2025, will have a significant

impact on HEINEKEN 's consolidated financial statements.

The following new standard is effective for annual periods beginning after 1 January 2025, which

HEINEKEN has not applied in preparing these consolidated financial statements.

IFRS 18 – Presentation and Disclosure in Financial Statements

IFRS 18, Presentation and Disclosure in Financial Statements, was issued in April 2024, replacing IAS

1, Presentation of Financial Statements. The standard will be effective on 1 January 2027.

HEINEKEN is in the process of reviewing the impact of this new standard.

5. General accounting policies

General

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

consistently to all periods presented in these consolidated financial statements.

(a) Basis of consolidation

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

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

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

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

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

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

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

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

and applied by HEINEKEN.

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

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

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

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

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

impairment.

(b) Foreign currency

Foreign currency transactions

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

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

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

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

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

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

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

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

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

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

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

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

Foreign operations

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

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

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

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

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

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

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

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

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

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


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	67

Exchange rates of key currencies

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

were used while preparing these consolidated financial statements:


In €	Year-end 2024	Year-end 2023	%	Average 2024	Average 2023	%
Brazilian Real (BRL)	0.1556	0.1865	(16.6)	0.1723	0.1852	(7.0)
Great Britain Pound (GBP)	1.2060	1.1507	4.8	1.1818	1.1497	2.8
Indian Rupee (INR)	0.0112	0.0109	2.8	0.0111	0.0112	(0.9)
Mexican Peso (MXN)	0.0473	0.0532	(11.1)	0.0508	0.0521	(2.5)
Nigerian Naira (NGN)	0.0006	0.0010	(40.0)	0.0006	0.0015	(60.0)
Polish Zloty (PLN)	0.2340	0.2300	1.7	0.2324	0.2203	5.5
Singapore Dollar (SGD)	0.7060	0.6854	3.0	0.6920	0.6886	0.5
United States Dollar (USD)	0.9626	0.9050	6.4	0.9252	0.9246	0.1
Vietnamese Dong in 1,000 (VND)	0.0379	0.0373	1.6	0.0369	0.0388	(4.9)
South African Rand (ZAR)	0.0510	0.0492	3.7	0.0505	0.0502	0.6

To determine the existence of hyperinflation, HEINEKEN assesses the qualitative factors of the

country's economic environment, such as the dominance of foreign currency in the local market, and

the quantitative factors, such as the cumulative inflation rate over the previous three years. For

Egypt and Nigeria, HEINEKEN’s assessment of the quantitative characteristics indicates potential

hyperinflation; however, the qualitative factors were inconclusive as of 31 December 2024.

Therefore, these countries are not considered hyperinflationary for the year ended 31 December

2024.

The Ethiopian economy was designated as hyperinflationary from the period ended 31 December

2022 and the Haitian economy was designated as hyperinflationary for the period ended 31

December 2023. As a result, application of IAS 29 ‘Financial Reporting in Hyperinflationary

Economies’ has been applied to Heineken Ethiopia, whose functional currency is the Ethiopian Birr

and Brasserie Nationale d'Haiti S.A., whose functional currency is the Haitian Gourde.

On the application of IAS 29 to Heineken Ethiopia, a cumulative inflation factor was applied using

the consumer price index (CPI) in Ethiopia, published by the Central Statistics Agency of Ethiopia.

The movement in the CPI for the year ended 31 December 2024 was 17% (2023: 29%).

On the application of IAS 29 to Brasserie Nationale d’Haiti S.A., a cumulative inflation factor was

applied using the consumer price index (CPI) in Haiti, published by the L'Institut Haïtien de

Statistique et d'Informatique (IHSI). The movement in the CPI for the year ended 31 December

2024 was 27 % (2023: 21%).

The application of IAS 29 includes the following:

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

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

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

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

average rate

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

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

currency

■ Reduction of the restated amount of a non-monetary item, in accordance with the appropriate

standards, when it exceeds its recoverable amount

(d) Cash flow statement

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

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

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

activities, as well as interest paid and interest received.

(e) Offsetting financial instruments

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

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

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


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	68

6. Operating activities

6.1 Operating segments

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

Other/Eliminations. Information about these reportable segments are provided in

the table below:


		Europe		Americas		Africa & Middle East		Asia Pacific		Heineken N.V. Head Office & Other/Eliminations		Consolidated
In millions of €	Note	2024	2023	2024	2023	2024	2023	2024	2023	2024	2023	2024	2023
Net revenue (beia)1		11,845	12,211	10,407	10,469	4,133	4,229	4,226	4,157	(648)	(758)	29,964	30,308

Third party revenue2		13,895	14,185	10,632	10,700	5,004	5,260	6,346	6,179	78	51	35,955	36,375
Interregional revenue		720	803	5	5	—	—	1	—	(726)	(808)	—	—
Revenue		14,615	14,988	10,637	10,705	5,004	5,260	6,347	6,179	(648)	(757)	35,955	36,375
Excise tax expense3		(2,825)	(2,777)	(211)	(211)	(977)	(1,002)	(2,121)	(2,023)	—	—	(6,134)	(6,013)
Net revenue		11,790	12,211	10,426	10,494	4,027	4,258	4,226	4,156	(648)	(757)	29,821	30,362
Other income	6.2	29	302	47	53	2	36	1	2	1	—	80	393

Operating profit		1,093	1,439	1,526	1,382	251	(487)	658	737	(11)	158	3,517	3,229

Net finance expenses	11.1											(805)	(925)
Share of profit of associates and joint ventures4	10.3	24	22	96	69	(62)	25	(763)	102	—	—	(705)	218
Income tax expense	12.1											(846)	(121)
Profit												1,161	2,401
Attributable to:
Shareholders of Heineken Holding N.V. (net profit)												498	1,174
Non-controlling interests in Heineken N.V.												480	1,130
Non-controlling interests in Heineken N.V. group companies												183	97

Operating profit reconciliation
Operating profit		1,093	1,439	1,526	1,382	251	(487)	658	737	(11)	158	3,517	3,229
Eia1		261	(86)	304	149	172	937	256	189	3	25	995	1,214
Operating profit (beia)1		1,354	1,353	1,830	1,531	423	450	914	926	(8)	183	4,512	4,443

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

2 Includes other revenue of €457 million (2023: €509 million).

3 Next to the €6,134 million of excise tax expense included in revenue (2023: €6,013 million), €2,056 million of excise tax expense is collected on behalf of third parties and excluded from revenue (2023: €2,190 million).

4 Asia Pacific includes the impairment of the investment in CR Beer of €874 million (2023: nil). Refer to note 10.3.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	69


		Europe		Americas		Africa & Middle East		Asia Pacific		Heineken N.V. Head Office & Other/Eliminations		Consolidated
In millions of €	Note	2024	2023	2024	2023	2024	2023	2024	2023	2024	2023	2024	2023
Current segment assets		2,699	2,917	3,197	3,292	2,325	2,341	1,911	1,798	541	687	10,673	11,035
Non-current segment assets		12,887	12,494	8,954	9,430	3,508	3,772	11,117	11,003	1,246	1,187	37,712	37,886
Investments in associates and joint ventures		213	200	884	794	179	227	2,224	2,909	—	—	3,500	4,130
Total segment assets		15,799	15,611	13,035	13,516	6,012	6,340	15,252	15,710	1,787	1,874	51,885	53,051
Unallocated assets												1,590	1,707
Total assets												53,475	54,758

Segment liabilities		4,356	4,292	3,465	3,640	1,760	2,008	1,540	1,373	1,759	2,324	12,880	13,637
Unallocated liabilities												18,491	18,727
Total equity												22,104	22,394
Total equity and liabilities												53,475	54,758
Purchases of owned property, plant and equipment	8.2	739	784	864	778	454	496	210	176	55	21	2,322	2,255
Acquisition of goodwill	8.1	9	11	—	—	7	652	—	21	—	—	16	684
Purchases of intangible assets	8.1	65	60	39	41	5	7	5	10	167	123	281	241
Depreciation of owned property, plant and equipment	8.2	(555)	(541)	(492)	(459)	(246)	(288)	(186)	(165)	(14)	(11)	(1,493)	(1,464)
Impairment (net of reversal) of owned property, plant and equipment and assets classified as held for sale	8.2, 10.2	(22)	(7)	(187)	(70)	—	(60)	(2)	—	—	—	(211)	(137)
Amortisation of intangible assets	8.1	(100)	(94)	(87)	(98)	(31)	(24)	(185)	(188)	(43)	(44)	(446)	(448)
Impairment (net of reversal) of intangible assets	8.1	(1)	—	(12)	(41)	—	(491)	(50)	—	(25)	—	(88)	(532)


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	70

Reconciliation of segment profit or loss

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

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


In millions of €	2024	2023
Operating profit (beia)	4,512	4,443
Amortisation of acquisition-related intangible assets recorded in operating profit	(337)	(385)
Exceptional items included in operating profit	(658)	(829)
Share of profit of associates and joint ventures	(705)	218
Net finance expenses	(805)	(925)
Profit before income tax	2,007	2,522

The 2024 exceptional items and amortisation of acquisition-related intangibles recorded in

operating profit amount to €995 million, net expense (2023: €1,214 million, net expense). This

amount consists of:

■ €337 million (2023: €385 million) of amortisation of acquisition-related intangibles recorded in

operating profit.

■ €658 million net exceptional expense (2023: €829 million, net expense) recorded in operating

profit. This includes:

— a net impairment of €305 million recorded in amortisation, depreciation and impairments, of

which €158 million relates to Haiti (2023: €683 million, net impairment)

— net restructuring expenses recorded in personnel expenses of €96 million (2023: €130 million)

— €59 million net exceptional expense relating to hyperinflation accounting adjustments (2023:

€50 million, net expense), of which €87 million expense recorded in revenue (2023: €55 million,

income), €28 million income in raw materials consumables and services (2023: €69 million,

expense), €3 million expense in amortisation, depreciation and impairments (2023: €32 million)

and €3 million income in personnel expenses (2023: €4 million, expense)

— €198 million of other net exceptional expenses, mainly relating to the disposal and closure of

breweries (2023: €8 million, net benefits)

Accounting estimates and judgements

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

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

parties.

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

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

estimated.

Accounting policies

Segment reporting

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

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

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

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

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

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

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

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

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

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

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

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

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

monthly.

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

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

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

Unallocated assets mainly comprise deferred tax assets. Unallocated liabilities mainly comprise

borrowings and deferred tax liabilities.

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

and equipment and intangible assets other than goodwill.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

measures are calculated. Wherever appropriate and practical, HEINEKEN provides reconciliations for

relevant GAAP measures.

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

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

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

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

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

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

no segment information on business type is provided.

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

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


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	71

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

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

Revenue

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

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

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

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

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

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

risks that differ per region.

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

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

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

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

taxes and excise taxes collected on behalf of third parties.

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

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

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

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

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

Discounts

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

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

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

sales transaction.

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

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

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

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

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

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

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

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

discounts or marketing expenses.

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

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

Excise tax expense

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

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

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

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

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

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

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

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

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

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

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

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

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

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

HEINEKEN or collected on behalf

of a third party.

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

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

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

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

where the excise is borne by HEINEKEN.

6.2 Other income

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

customers and are therefore presented separately from revenue.


In millions of €	2024	2023
Gain on sale of property, plant and equipment	37	47
Gain on sale of intangible assets	—	86
Gain on sale of subsidiaries, joint ventures and associates	—	196
Gain on previously held equity-interests	—	23
Tax credits	43	41
	80	393

In 2023, other income mainly relates to a gain on sale of Vrumona B.V. (Vrumona) of €195 million

(refer to note 10.1).

Accounting policies

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

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

the carrying value of the sold asset.

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

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

the previously held equity interest is recognised in other income.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	72

6.3 Raw materials, consumables and services


In millions of €	2024	2023
Raw materials	2,910	3,097
Non-returnable packaging	5,651	6,114
Goods for resale	1,917	1,997
Inventory movements	(15)	—
Marketing and selling expenses	2,940	2,767
Transport expenses	1,764	1,891
Energy and water	784	968
Repair and maintenance	640	622
Other expenses	2,722	2,621
	19,313	20,077

The decrease in raw materials, consumables and services in 2024 was mainly driven by stabilisation

of inflation in commodity prices related to raw materials and non-returnable packaging.

The line 'Energy and water' contains costs related to Power Purchase Agreements (PPA). As part of its

Brew a Better World (BaBW) ambitions, HEINEKEN enters into either physical PPAs or virtual PPAs.

These arrangements are usually entered into for periods up to 10 to 15 years and contain either

fixed prices or variable prices.

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

€331 million (2023: €339 million), telecom and office automation of €375 million (2023: €319

million), warehousing expenses of €212 million (2023: €235 million), travel expenses of €134 million

(2023: €121 million), other taxes of €179 million (2023: €197 million), short-term lease expenses of

€95 million (2023: €110 million) and low-value lease expenses of €42 million (2023: €42 million).

Accounting policies

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

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

Costs related to power purchase agreements are included as part of 'Energy and water' if the own

use exemption can be applied. If not, power purchase agreements are considered to be derivative

financial instruments, refer to note 11.6.

6.4 Personnel expenses

The average number of full-time equivalent (FTE) employees, excluding contractors, in 2024 was

88,497 ( 2023: 89,732). FTE, excluding contractors, is divided per region as follows:

A total of 4,135 FTEs are based in the Netherlands (2023: 4,341 FTE, revised for comparative

purposes).

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

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

contractors of €167 million (2023: €176 million) and net restructuring costs of €59 million (2023:

€94 million). Refer to note 9.2 for the restructuring provisions.


In millions of €	Note	2024	2023
Wages and salaries		3,069	2,950
Compulsory social security contributions		468	443
Contributions to defined contribution plans		64	60
Expenses related to defined benefit plans	9.1	44	76
Expenses related to other long-term employee benefits		5	8
Equity-settled share-based payment plan	6.5	42	31
Other personnel expenses		774	785
		4,466	4,353


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	73

Accounting policies

Personnel expenses

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

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

9.1 and 6.5 respectively.

6.5 Share-based payments

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

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

Executive Board of Heineken N.V.).

Long-term incentive plan (LTIP)

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

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

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

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

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

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

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

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

LTIP are visualised below:


LTI Plan	2021	2022		2023		2024		2025	2026

	grant date FMV €93.81		performance period
2022-2024			performance period					vesting date
2022-2024								vesting date



		grant date FMV €82.06			performance period
2023-2025					performance period				vesting date
2023-2025									vesting date



				grant date FMV €86.49				performance period
2024-2026								performance period
2024-2026							Total LTIP expenses recognised in 2024

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

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


	Number of share rights 2024	Number of share rights 2023
Outstanding as at 1 January	1,379,471	2,163,618
Granted during the year	521,978	539,901
Forfeited during the year	(95,939)	(122,526)
Vested previous year	(676,215)	(639,523)
Performance adjustment	256,634	(561,999)
Outstanding as at 31 December	1,385,929	1,379,471
Share price as at 31 December	68.70	91.94

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

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

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

2022-2024 shares will transfer to the Executive Board members of Heineken N.V. shortly after the

publication of the annual results of 2024 and to senior management on 1 April 2025.

Other share-based compensation plans

In 2024, under the Extraordinary share plans for senior management, 14,528 shares were granted

(2023: 13,900) and 10,828 (gross) shares vested (2023: 23,805). These extraordinary grants only

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

additional grants are recognised in profit or loss during the vesting period. In 2024, expenses

amounted to €1 million (2023: €1 million).

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

Personnel expenses

The total share-based compensation expense that is recognised in 2024 amounts to €42 million

(2023: €31 million share-based compensation expense).


In millions of €	Note	2024	2023
Share rights granted in 2021		—	20
Share rights granted in 2022		25	4
Share rights granted in 2023		—	7
Share rights granted in 2024		17	—
Total expense recognised in personnel expenses	6.4	42	31


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	74

Accounting estimates

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

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

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

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

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

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

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

profit or loss, with a corresponding adjustment to equity.

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

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

HEINEKEN uses historical information to estimate this forfeiture rate.

Accounting policies

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

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

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

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

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

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

adjustment to equity.

6.6 Amortisation, depreciation and impairments


In millions of €	Note	2024	2023
Property, plant and equipment	8.2	2,015	1,896
Intangible assets	8.1	534	980
Assets classified as held for sale		7	220
Other		49	—
		2,605	3,096

Property, plant and equipment include depreciation and impairment of right of use (ROU) assets of

€311 million (2023 : €304 million).

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

Accounting policies

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

policy on depreciation.

6.7 Earnings per share

The calculation of earnings per share (EPS) for the period ended 31 December 2024 is based on the

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

number of shares outstanding (basic and diluted) during the year ended 31 December 2024.


In € per share (basic or diluted) for the period ended 31 December	2024	2023
Basic earnings per share	1.76	4.12
Diluted earnings per share	1.76	4.12

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

per share.

Weighted average number of shares – basic and diluted


	2024	2023
Total number of shares issued	283,965,488	288,030,168
Effect of own shares held	(1,092,101)	(4,064,680)
Weighted average number of basic shares outstanding for the year	282,873,387	283,965,488

Heineken Holding N.V. entered into a cross-holding agreement with Heineken N.V., which includes a

waiver by Heineken N.V. of payment of any dividends on the Heineken Holding N.V. shares held by

Heineken N.V. as well as by Heineken Holding N.V. on an equivalent number of Heineken N.V. shares

held by Heineken Holding N.V. The Heineken N.V. shares for which dividend is waived by Heineken

Holding N.V. are therefore not part of the number of outstanding ordinary shares of Heineken N.V.

Accounting policies

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

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

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

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

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

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


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	75

7. Working capital

7.1 Inventories

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

finished products.


In millions of €	2024	2023
Raw materials	795	815
Work in progress	440	493
Finished products	983	765
Goods for resale	271	481
Non-returnable packaging	408	472
Other inventories and spare parts	675	695
	3,572	3,721

In 2024, the inventories written down to net realisable value amounted to €10 million (2023: €11

million, write-down).

Accounting policies

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

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

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

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

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

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

estimated costs of completion and selling expenses.

7.2 Trade and other receivables

Trade and other receivables arise during ordinary activities, mainly relating to the sale and delivery

of products to customers.


In millions of €	2024	2023
Trade receivables	3,118	3,368
Other receivables	901	1,111
Trade receivables due from associates and joint ventures	7	8
Prepayments	562	532
	4,588	5,019

Trade and other receivables contain a net impairment loss of €86 million (2023: €36 million) from

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

The ageing of trade and other receivables (excluding prepayments) as at 31 December 2024 is as

follows:


	2024		Past due
In millions of €	Total	Not past due	0-30 days	31-120 days	> 120 days
Gross	4,523	3,339	368	225	591
Allowance	(497)	(99)	(29)	(64)	(305)
	4,026	3,240	339	161	286


	2023		Past due
In millions of €	Total	Not past due	0-30 days	31-120 days	> 120 days
Gross	4,975	3,824	390	235	526
Allowance	(488)	(123)	(27)	(44)	(294)
	4,487	3,701	363	191	232

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

follows:


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	76


In millions of €	2024	2023
Balance as at 1 January	488	488
Changes in consolidation	—	14
Addition to allowance	94	51
Allowance used	(62)	(42)
Allowance released	(8)	(15)
Other	—	(1)
Effect of movements in exchange rates	(15)	(7)
Balance as at 31 December	497	488

Accounting estimates

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

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

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

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

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

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

calculation of expected credit losses. As part of these assessments, HEINEKEN has incorporated all

reasonable and supportable information available such as whether there has been a breach of

payment terms or deterioration of payment against payment terms, a request for extended

payment terms or a request for waived payment terms. For more information on HEINEKEN's credit

risk exposure refer to note 11.5.

Accounting policies

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

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

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

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

7.3 Trade and other payables

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

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

payables.


In millions of €	2024	2023
Trade payables	5,986	5,735
Accruals	1,812	1,728
Taxation and social security contributions	1,427	1,420
Interest	230	216
Dividends	18	13
Other payables	439	320
	9,912	9,432

Supplier finance arrangements

HEINEKEN has several supplier finance arrangements in place for its suppliers with multiple

reputable banks with a strong credit rating. The majority of supplier finance arrangements are used

in Europe and Americas. Under a supplier finance arrangement, a bank acts as agent for payments

related to a certain invoice. In a fully automated manner, the bank collects a payment from

HEINEKEN at due date of the invoice and pays this onwards to the supplier. HEINEKEN has an

agency agreement with the bank, as such HEINEKEN is not required to provide assets pledged as

security or other forms of guarantees for the supplier finance arrangements. In case the supplier

desires to collect the payment before due date of the invoice, the supplier can indicate such to the

bank once HEINEKEN has confirmed the invoice. The supplier will then receive the invoice amount at

a discount from the bank. The discount represents the time value of money between due date and

collection date of the invoice by the supplier and is agreed in a separate arrangement between the

supplier and the bank.

The carrying amounts of liabilities part of the arrangements are as follows:


In millions of €		2024
Amount included in trade payables1		1,804
Of which suppliers have been paid by paying agent		1,009

1 In 2023: €1,690 million.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	77

The effects of non cash changes did not have a material impact on the carrying amount of liabilities

part of the arrangements.The range of payment due dates are as follows:


In days	Min	Max	Weighted average
Liabilities that are part of the arrangements	7	180	114
Comparable trade payables that are not part of the arrangement1	7	180	103

1 Comparable trade payables are payables outside of supplier finance arrangements that falls within the same jurisdiction or business-

line as payables that form part of supplier finance arrangements.

Accounting estimates

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

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

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

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

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

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

reporting period.

Accounting policies

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

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

expired.

7.4 Returnable packaging materials

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

finished products to the customer.

Returnable packaging materials

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

category 'Other fixed assets' in property, plant and equipment (refer to note 8.2) includes €1,128

million ( 2023: €1,103 million) of returnable packaging materials.

Returnable packaging deposit liability

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

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

reimbursed when the empty returnable packaging material is returned.


In millions of €	2024	2023
Returnable packaging deposits	525	531

Accounting estimates

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

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

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

Accounting policies

Returnable packaging materials

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

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

legal or constructive obligation to buy back the materials.

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

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

market as well as on HEINEKEN's sites.

Returnable packaging deposit liability

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

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

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

expected return thereof and the deposit value.

In the event the deposit value is increased, the relating liability is remeasured through profit and loss

taking into account the returnable packaging materials which are already in the market.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	78

8. Non-current assets

8.1 Intangible assets

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

recognised by HEINEKEN as part of acquisitions. Refer to the table below for the historical cost per asset class and the movements during the year including amortisation.


	2024							2023
In millions of €	Note	Goodwill	Brands	Customer- related intangibles	Contract- based intangibles	Software, research and development and other	Total	Goodwill	Brands	Customer- related intangibles	Contract- based intangibles	Software, research and development and other	Total
Cost
Balance as at 1 January		13,258	9,556	1,980	1,063	1,562	27,419	12,718	8,942	2,302	1,068	1,364	26,394
Hyperinflation restatement to 1 January		—	—	—	—	—	—	51	11	—	—	1	63
Changes in consolidation		16	3	(1)	(4)	(6)	8	684	784	32	—	11	1,511
Purchased/internally developed		—	—	3	15	263	281	1	—	1	13	226	241
Transfer (to)/from assets classified as held for sale		—	—	—	—	—	—	(50)	(5)	—	—	(6)	(61)
Disposals		—	(4)	(81)	(3)	(54)	(142)	—	—	(340)	—	(39)	(379)
Hyperinflation adjustment		17	6	—	—	1	24	44	6	—	—	2	52
Effect of movements in exchange rates		48	143	(7)	(2)	(28)	154	(190)	(182)	(15)	(18)	3	(402)
Balance as at 31 December		13,339	9,704	1,894	1,069	1,738	27,744	13,258	9,556	1,980	1,063	1,562	27,419

Amortisation and impairment losses
Balance as at 1 January		(1,020)	(2,031)	(1,299)	(392)	(896)	(5,638)	(468)	(1,782)	(1,536)	(400)	(800)	(4,986)
Hyperinflation restatement to 1 January		—	—	—	—	—	—	—	(4)	—	—	(1)	(5)
Changes in consolidation		—	1	—	9	—	10	7	—	—	—	—	7
Amortisation charge for the year	6.6	—	(217)	(86)	(9)	(134)	(446)	—	(216)	(94)	(10)	(128)	(448)
Impairment losses	6.6	—	(53)	—	(9)	(26)	(88)	(559)	(41)	—	—	(1)	(601)
Transfer to/(from) assets classified as held for sale		—	—	—	—	—	—	—	3	—	—	5	8
Disposals		—	1	82	3	44	130	—	—	339	—	32	371
Hyperinflation adjustment		—	(3)	—	—	(1)	(4)	—	(4)	—	—	(2)	(6)
Effect of movements in exchange rates		(18)	(15)	15	(7)	18	(7)	—	13	(8)	18	(1)	22
Balance as at 31 December		(1,038)	(2,317)	(1,288)	(405)	(995)	(6,043)	(1,020)	(2,031)	(1,299)	(392)	(896)	(5,638)

Carrying amount
As at 1 January		12,238	7,525	681	671	666	21,781	12,250	7,160	766	668	564	21,408
As at 31 December		12,301	7,387	606	664	743	21,701	12,238	7,525	681	671	666	21,781


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	79

Goodwill impairment testing

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

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

Beverages and other subsidiaries within Africa, Middle East and Head Office, goodwill is allocated

and monitored on an individual or combined country basis. The total amount of goodwill of €12,301

million (2023: €12,238 million) is allocated to each (group of) Cash Generating Unit (CGU) as

follows:

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

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

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

VIU model represent 95% of goodwill. VIU is determined by discounting the future cash flows

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

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

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

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

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

extrapolated cash flows are therefore projected using steady or progressively declining net cash

flow growth rates. Based on past experience, management considers this period to reflect the

long-term development of the local beer and cider business.

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

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

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

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

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

cash flows.

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

determining the recoverable amount of the units.

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


In %	Pre-tax WACC	Expected annual long-term inflation applied for years 2028-2034	Expected volume growth rates applied for years 2028-2034
Europe	9.0	1.9	0.9
Americas (excluding Brazil)	11.2	3.2	2.0
Brazil	13.2	3.5	1.2
Africa & Middle East (excluding Heineken Beverages)	21.5-26.6	7.5-12.7	1.8-2.3
Heineken Beverages	14.4	4.9	2.4
Asia Pacific (excluding India)	11.9	3.0	1.3
Head Office	12.0	3.4	1.6

In 2024, there has been a general decrease in the WACC applied across most CGUs, primarily due to

decreased interest rates.

Impairment losses

The annual goodwill impairment test resulted in no impairment loss for the current year (2023: €491

million). In addition, the asset impairment test required as a result of the identification of

impairment indicators resulted in an impairment of nil on goodwill and €88 million on intangible

assets other than goodwill (2023: €68 million on goodwill and €42 million on intangible assets other

than goodwill) (refer to note 8.2).

Sensitivity to changes in assumptions

HEINEKEN assesses that a reasonably possible adverse change in a key assumption

(i.e. lower growth rates or higher discount rates respectively) would cause the carrying amount to

exceed the recoverable amount.

Brands, customer-related and contract-based intangibles

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

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

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

Accounting estimates and judgements

The cash flow projections used in the VIU calculations for goodwill impairment testing contain

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

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

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

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

macro-economic environment and uncertainties including increasing inflationary pressures

worldwide:

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

discount rates


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	80

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

thus excluding any increased inflation growth experiences in the short term

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

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

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

to the current year impairment assessment were identified.

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

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

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

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

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

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

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

Accounting policies

Goodwill

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

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

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

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

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

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

cannot be reversed.

Brands, customer-related and contract-based intangibles

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

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

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

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

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

established brand name.

Software, research and development and other intangible assets

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

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

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

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

knowledge, is recognised in profit or loss when incurred.

Amortisation

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

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

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


Strategic brands	40 - 50 years
Other brands	5 - 25 years
Customer-related and contract-based intangibles	5 - 25 years
Re-acquired rights	3 - 12 years
Software (including internally generated software)	3 - 7 years

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

lives or residual value are recognised prospectively.

De-recognition of intangible assets

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

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

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

Impairment of non-financial assets

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

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

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

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

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

with an indefinite useful life annually for impairment.

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

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

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

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

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

and risks specific to the asset or CGU.

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

exceeds its recoverable amount, except where IAS 29 requires entities that apply hyperinflation

accounting for the first time to recognise impairment related to prior periods in opening equity.

Impairment losses are first allocated to goodwill and intangible assets with an indefinite useful life.

A remaining impairment loss is then allocated to the other assets in the unit on a pro-rata basis. In

respect of other assets, impairment losses recognised in prior periods are assessed at each reporting

date for any indications that the loss has decreased or no longer exists. An impairment loss is

reversed if there has been a change in the estimates used to determine the recoverable amount. An

impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the

carrying amount that would have been determined, net of depreciation or amortisation if no

impairment loss had been recognised. Impairment losses recognised on goodwill are not reversed in

subsequent periods.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	81

8.2 Property, plant and equipment

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

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

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

sheet date:


In millions of €	2024	2023
Property, plant and equipment - owned assets	13,573	13,732
Right of use assets	1,104	1,040
	14,677	14,772

Owned assets

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

owned assets.


		2024					2023
In millions of €	Note	Land and buildings	Plant and equipment	Other fixed assets	Under construction	Total	Land and buildings	Plant and equipment	Other fixed assets	Under construction	Total
Cost
Balance as at 1 January		8,283	11,586	7,020	1,576	28,465	7,765	10,770	6,682	1,387	26,604
Hyperinflation restatement to 1 January		—	—	—	—	—	66	143	89	1	299
Changes in consolidation and other transfers		(3)	(13)	(24)	—	(40)	172	286	102	96	656
Purchases		38	101	357	1,826	2,322	26	88	289	1,852	2,255
Transfer of completed projects under construction		306	639	466	(1,411)	—	306	760	574	(1,640)	—
Transfer (to)/from assets classified as held for sale		(70)	(12)	(2)	(16)	(100)	(51)	(108)	(42)	(8)	(209)
Disposals		(115)	(298)	(392)	(39)	(844)	(46)	(110)	(460)	(11)	(627)
Hyperinflation adjustment		46	96	70	2	214	67	140	99	3	309
Effect of movements in exchange rates		(174)	(537)	(435)	(153)	(1,299)	(22)	(383)	(313)	(104)	(822)
Balance as at 31 December		8,311	11,562	7,060	1,785	28,718	8,283	11,586	7,020	1,576	28,465

Depreciation and impairment losses
Balance as at 1 January		(3,014)	(6,708)	(4,939)	(72)	(14,733)	(2,850)	(6,352)	(4,732)	(60)	(13,994)
Hyperinflation restatement to 1 January		—	—	—	—	—	(12)	(62)	(80)	—	(154)
Changes in consolidation and other transfers		2	3	16	3	24	—	—	1	1	2
Depreciation charge for the year	6.6	(182)	(623)	(686)	(2)	(1,493)	(180)	(575)	(709)	—	(1,464)
Impairment losses	6.6	(114)	(93)	(25)	(10)	(242)	(52)	(73)	(24)	(13)	(162)
Reversals of impairments	6.6	30	—	1	—	31	2	2	—	—	4
Transfer to/(from) assets classified as held for sale		36	8	1	16	61	33	87	34	—	154
Disposals		78	279	385	(13)	729	33	110	453	—	596
Hyperinflation adjustment		(11)	(51)	(47)	—	(109)	(14)	(59)	(75)	—	(148)
Effect of movements in exchange rates		55	224	308	—	587	26	214	193	—	433
Balance as at 31 December		(3,120)	(6,961)	(4,986)	(78)	(15,145)	(3,014)	(6,708)	(4,939)	(72)	(14,733)

Carrying amount
As at 1 January		5,269	4,878	2,081	1,504	13,732	4,915	4,418	1,950	1,327	12,610
As at 31 December		5,191	4,601	2,074	1,707	13,573	5,269	4,878	2,081	1,504	13,732


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	82

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

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

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

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

on returnable packaging materials that are included in this category.

Impairment losses

Impairments of nil on goodwill (2023: €68 million), €211 million on owned property, plant and

equipment (2023: €158 million), €88 million on intangible assets with finite useful life ( 2023 : €42

million) and €6 million on right of use (ROU) assets (2023 : €14 million) were recorded for the year

ended 31 December 2024 . The impairments mainly relate to Brasserie Nationale d’Haiti S.A. (Haiti)

for €158 million which is included in the Americas operating segment.

The impairment for Haiti is primarily driven by the country's deteriorated economic outlook due to

political unrest and insecurity, and the continued application of hyperinflation accounting.

The determination of the recoverable amount of the assets of Haiti is based on a VIU valuation,

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

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

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

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

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

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

See the table below for the key assumptions:


	Haiti
	2024		2023
In %	2024-2027	2022-2033	2023-2026	2027-2032
Pre-tax WACC (in local currency)	36.9	36.9	33.5	33.5
Expected annual long-term inflation	13.2	13.2	5.9	5.9
Expected volume growth	0.1	2.7	5.5	4.4

Right of use (ROU) assets

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

ordinary course of business. HEINEKEN has around 35.000 leases with a wide range of different

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

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

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

per balance sheet date:


In millions of €	2024	2023
Land and buildings	862	836
Equipment	242	204
Carrying amount ROU assets as at 31 December	1,104	1,040

In 2024, €478 million was added to the ROU assets as a result of entering into new lease contracts

and the remeasurement of existing leases (2023: €350 million). The depreciation and impairments

of ROU assets for the financial year ending 31 December is as follows:


In millions of €	2024	2023
Land and buildings	216	213
Equipment	95	91
Depreciation and impairments for ROU assets	311	304

Accounting estimates and judgements

Estimates are required to determine the (remaining) useful lives of fixed assets. Useful lives are

determined based on an asset's age, the frequency of its use, repair and maintenance policy,

technology changes in production, redundancies or changes due to climate risks and expected

restructuring.

HEINEKEN estimates the expected residual value per asset item. The residual value is the higher of

the expected sales price (based on recent market transactions of similar sold items) and its material

scrap value.

Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of

items of P,P&E. HEINEKEN believes that straight-line depreciation most closely reflects the expected

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

Judgement is required to determine the lease term. The assessment of whether HEINEKEN is

reasonably certain to exercise extension options or to make use of termination options impacts the

lease term, which as a result could affect the amount of lease liabilities and ROU assets recognised.

Accounting policies

Owned assets

A fixed asset is recognised when it is probable that future economic benefits associated with the

P,P&E item will flow to HEINEKEN and when the cost of the P,P&E can be reliably measured. The

majority of the P,P&E of HEINEKEN are owned assets, rather than leased assets.

P,P&E are recognised at historical cost less accumulated depreciation and impairment losses.

Historical cost includes all costs directly attributable to the purchase of an asset. The cost of self-

constructed assets includes all directly attributable costs to make the asset ready for its intended

use. Spare parts that meet the definition of P,P&E are capitalised and accounted for accordingly. If

spare parts do not meet the recognition criteria of P,P&E, they are either carried in inventory or

consumed and recorded in profit or loss.

Subsequent costs are capitalised only when it is probable that the expenses will lead to future

economic benefits and can be measured reliably. The carrying amount of any component accounted

for as a separate asset is derecognised when replaced. All other repairs and maintenance are

charged to profit or loss during the reporting period in which they are incurred.

For the contractual commitments on ordered P,P&E refer to note 13.2.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	83

Depreciation and impairments

Depreciation is calculated using the straight-line method, based on the estimated useful life of the

asset class. The estimated useful lives of the main asset classes are as follows:


Buildings	15 - 40 years
Plant and equipment	5 - 30 years
Other fixed assets	3 - 10 years

Land and assets under construction are not depreciated. When assets under construction are ready

for their intended use, they are transferred to the relevant category and depreciation starts. All other

P,P&E items are depreciated over their estimated useful life to the asset's residual value.

The depreciation method, residual value and useful lives are reassessed annually. Changes in useful

lives or residual value are recognised prospectively.

HEINEKEN reviews whether indicators for impairment exist on a CGU level. When an indicator of

impairment exists, assets are tested for impairment. Impairment losses on assets, other than

goodwill, recognised in prior periods are assessed at each reporting date for any indication of a

reversal, due to observable indications that the asset's value has increased significantly or other

significant changes with favourable effects.

Derecognition of Property, plant and equipment

P,P&E is derecognised when it is scrapped or sold. Gains on sale of P,P&E are presented in profit or

loss as other income (refer to note 6.2); losses on sale are included in depreciation.

Right of use (ROU) assets

Definition of a lease

A contract contains a lease if it provides the right to control the use of an identified asset for a

period of time in exchange for an amount payable to the lessor. The right to control the use of the

identified asset exists when having the right to obtain substantially all of the economic benefits

from the use of that asset and when having the right to direct the use of that asset.

HEINEKEN as a lessee

At the start date of the lease, HEINEKEN (lessee) recognises a ROU asset and a lease liability on the

balance sheet. The ROU asset is initially measured at cost, and subsequently at cost less

accumulated depreciation and impairment losses, and adjusted for certain remeasurements of the

lease liability. Depreciation is recognised on a straight-line basis over the shorter of the asset's useful

life or the lease term. For measurement of the lease liability, refer to note 11.3.

HEINEKEN applies the following practical expedients for the recognition of leases:

■ The short-term lease exemption means that leases with a duration of less than a year are

expensed in the income statement on a straight-line basis.

■ The low-value lease exemption, meaning that leased assets with an individual value of €5,000 or

less if bought new, are expensed in the income statement on a straight-line basis.

HEINEKEN as a lessor

A lease is classified as a finance lease when it transfers substantially all the risks and rewards

relating to ownership of the underlying asset to the lessee. For contracts where HEINEKEN acts as an

intermediate lessor, the subleases are classified with reference to the ROU asset.

Lease related notes

For lease liabilities, refer to note 11.3 Borrowings. For short-term and low-value leases, refer to other

expenses in note 6.3 Raw materials, consumables and services. For the lease receivables, refer to

other receivables in note 8.5 Other non-current assets and other receivables in note 7.2 Trade and

other receivables. For the contractual maturities of lease liabilities, refer to note 11.5 Credit, liquidity

and market risk.

8.3 Loans and advances to customers

Loans and advances to customers are inherent to HEINEKEN's business model. Loans to customers

are repaid in cash on fixed dates while the settlement of advances to customers is linked to the sales

volume of the customer. Loans and advances to customers are usually backed by collateral such as

properties.


In millions of €	2024	2023
Loans to customers	48	60
Advances to customers	210	179
Loans and advances to customers	258	239

The movement in allowance for impairment losses for loans and advances to customers during the

year is as follows:


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	84


In millions of €	2024	2023
Balance as at 1 January	60	69
Transfers	—	2
Addition to allowance	6	4
Allowance used	(10)	(12)
Allowance released	—	(6)
Effect of movements in exchange rates	(3)	3
Balance as at 31 December	53	60

Accounting estimates

HEINEKEN determines at each reporting date the impairment of loans and advances to customers

using an expected credit loss model, which estimates the credit losses over 12 months. If a

significant increase in credit risk occurs (e.g. more than 30 days overdue, change in credit rating,

payment delays in other receivables from the customer), credit losses over the lifetime of the asset

are incurred. Individually significant financial assets are tested for impairment on an individual basis.

The remaining financial assets are assessed collectively in groups that share similar credit risk

characteristics. Due to the macro-economic environment and uncertainties including increasing

inflationary pressure on HEINEKEN’s customers, more judgement is required for the calculation of

expected credit losses compared to the prior years. For more information on HEINEKEN's credit risk

exposure refer to note 11.5.

Accounting policies

Loans and advances to customers are initially measured at fair value and subsequently at amortised

cost minus any impairment losses.

8.4 Equity instruments

Equity instruments consists of various equity instruments held by Heineken N.V.


In millions of €	2024	2023
Other	167	167
Equity instruments	167	167

Sensitivity analysis – equity securities

An increase or decrease of 1% in the share price of the equity securities at the reporting date would

not have a material impact.

Accounting policies

HEINEKEN’s investments in equity securities are classified as FVOCI. These investments are interests

in entities where HEINEKEN has less than significant influence. This is generally the case when

ownership is less than 20% of the voting rights. Upon the sale of these equity securities the

accumulated fair value and currency translation changes are transferred to retained earnings.

FVOCI investments are measured at fair value (refer to note 13.1). The fair value changes are

recognised in other comprehensive income (OCI) and presented within equity in the fair value

reserve. Dividend income is recognised in profit or loss.

8.5 Other non-current assets

Other non-current assets mainly consist of long-term prepayments and other receivables with a

duration longer than 12 months.


In millions of €	Note	2024	2023
Fair value through OCI debt investments		14	14
Non-current derivatives	11.6	18	33
Loans to joint ventures and associates		4	10
Long-term prepayments		477	504
Other receivables		496	417
Other non-current assets		1,009	978

Other receivables include lease receivables of €112 million (2023 : €115 million). The average

outstanding term of the lease receivables, including the short-term portion of lease receivables, is 2.7

years ( 2023: 3.0 years). The remainder of other receivables mainly originate from the acquisition of

the beer operations of FEMSA and represent a receivable on the Brazilian authorities on which

interest is calculated in accordance with Brazilian legislation. The collection of this receivable is

expected to be beyond a period of five years. A part of the aforementioned qualifies for

indemnification towards FEMSA and is provided for.

Accounting estimates

HEINEKEN determines on each reporting date the impairment of other receivables using an

expected credit loss model, which estimates the credit losses over 12 months. Only in case of a

significant increase in credit risk occurs (e.g. more than 30 days overdue, change in credit rating,

payment delays in other receivables from the customer) the credit losses over the lifetime of the

asset are incurred. Individually significant other receivables are tested for impairment on an

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

credit risk characteristics. For more information on HEINEKEN's credit risk exposure refer to note

11.5.

Accounting policies

Non-current derivatives

Refer to the accounting policies on derivative financial instruments in note 11.6.

Other

The remaining non-current assets as presented in the previous table are initially measured at fair

value and subsequently at amortised cost minus any impairment losses.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	85

9. Provisions and contingent liabilities

9.1 Post-retirement obligations

HEINEKEN makes contributions to pension plans that provide pension benefits to (former)

employees upon retirement, both via defined benefit as well as defined contribution plans. Other

long-term employee benefits include long-term bonus plans, termination benefits, medical plans and

jubilee benefits. Refer to note 6.4 for the contribution to defined contribution plans. This note relates

to HEINEKEN's defined benefit pension plans. Refer to the table below for the present value of the

defined benefit plans.


In millions of €	2024	2023
Present value of unfunded defined benefit obligations	147	167
Present value of funded defined benefit obligations	8,428	8,193
Total present value of defined benefit obligations	8,575	8,360
Fair value of defined benefit plan assets	(8,330)	(8,006)
Present value of net obligations	245	354
Asset ceiling items	134	145
Defined benefit plans included under non-current assets	66	39
Recognised liability for defined benefit obligations	445	538
Other long-term employee benefits	74	48
	519	586

The vast majority of benefit payments are from pension funds that are held in trusts (or equivalent),

however, there is a small portion where HEINEKEN fulfils the benefit payment obligation as it falls

due. Plan assets held in trusts are governed by Trustee Boards composed of HEINEKEN

representatives and independent and/or member representation, in accordance with local

regulations and practice in each country. The relationship and division of responsibility between

HEINEKEN and the Trustee Board (or equivalent) including investment decisions and contribution

schedules are carried out in accordance with the plan's regulations.

The defined benefit pension plans in the Netherlands (NL) and the United Kingdom (UK) represent

the majority of the total defined benefit plan assets and the present value of the defined benefit

obligations.

Refer to the table below for the split of these plans in the total present value of the net obligations

of HEINEKEN.


	2024	2023	2024	2023	2024	2023	2024	2023
In millions of €	UK	UK	NL	NL	Other	Other	Total	Total
Total present value of defined benefit obligations	2,554	2,717	4,805	4,386	1,216	1,257	8,575	8,360
Fair value of defined benefit plan assets	(2,426)	(2,581)	(4,798)	(4,324)	(1,106)	(1,101)	(8,330)	(8,006)
Present value of net obligations	128	136	7	62	110	156	245	354

Defined benefit plan in the Netherlands

HEINEKEN provides employees in the Netherlands with an average pay pension plan based on

earnings up to the legal tax limit. Indexation of accrued benefits is conditional on the funded status

of the pension fund. HEINEKEN pays contributions to the fund up to a maximum level agreed with

the Board of the pension fund and has no obligation to make additional contributions in case of a

funding deficit.

During 2024, the coverage ratio of the Dutch pension fund improved slightly. The interest rates

showed a small decrease that increased the fund’s net defined benefit obligations. The fund’s

financial position allowed for pension indexation in 2024.

In 2024, the increase in the fair value of the defined benefit plan assets is mainly due to an increase

in the value of equities and alternative credits. The higher defined benefit obligation is mainly due to

higher indexation assumption, partially offset by a higher discount rate assumption. HEINEKEN’s

cash contribution to the Dutch pension plan was at the maximum level. The same level will apply in

2025.

In 2023, the Dutch Parliament enacted the “Wet toekomst pensioenen” (Future Pensions Act),

introducing substantial reforms to Dutch pension schemes, transitioning from defined benefit to

defined contribution plans. In alignment with these regulatory changes, HEINEKEN agreed on a new

pension plan with a targeted implementation date of 1 January 2026 onward. As a result HEINEKEN

recognised a plan amendment in 2024. The plan amendment did not have a material impact.

Defined benefit plan in the United Kingdom

HEINEKEN’s UK plan (Scottish & Newcastle pension plan 'SNPP') was closed to future accrual in 2011

and the liabilities thus relate to past service before plan closure. As required by UK regulation, a full

actuarial valuation of the SNPP is conducted at least every three years (the triennial review) and

updated annually between triennial reviews, to determine the position of the plan on a funding

basis. The last triennial review (as at 31 October 2021) was finalised in April 2022. A schedule of

deficit recovery payments was agreed and HEINEKEN made deficit recovery payment until May

2023 when the schedule ended. The triennial review as at 31 October 2024 is underway and is

expected to be finalised in 2025.

In addition to the triennial review on a funding basis, an annual valuation of the plan on an

accounting basis is carried out by a qualified actuary. Under the accounting basis, the obligations

are measured by discounting the best estimate of future cash flows to be paid out by SNPP, using

the projected unit credit method.

In 2024, the decrease in the fair value of the defined benefit obligation is mainly due to a higher

discount rate assumption and updates to the mortality assumption. The decrease in the fair value of

the defined benefit plan assets is mainly due to a decrease in the value of the plan’s invested assets,

which was slightly offset by an increase in the value of the plan’s longevity swap.

Defined benefit plans in other countries

In a few other countries, HEINEKEN offers defined benefit plans, which are individually not

significant to HEINEKEN. The majority of these plans are closed for new participants.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	86

Movement in net defined benefit obligation

The movement in the net defined benefit obligation during the year is as follows:


		Present value of defined benefit obligations		Fair value of defined benefit plan assets		Present value of net obligations
In millions of €	Note	2024	2023	2024	2023	2024	2023
Balance as at 1 January		8,360	7,922	(8,006)	(7,569)	354	353
Included in profit or loss
Current service cost		87	78	—	—	87	78
Past service cost/(credit)		(47)	(4)	—	—	(47)	(4)
Administration expense		—	—	4	4	4	4
Effect of any settlement		—	(2)	—	—	—	(2)
Expense recognised in personnel expenses	6.4	40	72	4	4	44	76
Interest expense/(income)	11.1	356	360	(339)	(339)	17	21
		396	432	(335)	(335)	61	97
Included in OCI
Remeasurement loss/(gain):
Actuarial loss/(gain) arising from	12.3
Demographic assumptions		(75)	(46)	—	—	(75)	(46)
Financial assumptions		221	336	—	—	221	336
Experience adjustments		(15)	(47)	—	—	(15)	(47)
Return on plan assets excluding interest income1		—	—	(219)	(169)	(219)	(169)
Effect of movements in exchange rates		87	45	(83)	(40)	4	5
		218	288	(302)	(209)	(84)	79
Other
Changes in consolidation and reclassification		2	93	9	(136)	11	(43)
Contributions paid:
By the employer		—	—	(97)	(132)	(97)	(132)
By the plan participants		23	26	(23)	(26)	—	—
Benefits paid		(424)	(401)	424	401	—	—
Settlements		—	—	—	—	—	—
		(399)	(282)	313	107	(86)	(175)
Balance as at 31 December		8,575	8,360	(8,330)	(8,006)	245	354

1 The total OCI impact for the current year also included movement resulting from asset ceiling increase between 2023 and 2024.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	87

Defined benefit plan assets


	2024			2023
In millions of €	Quoted	Unquoted	Total	Quoted	Unquoted	Total
Equity instruments:
Europe	364	—	364	348	—	348
Northern America	1,165	—	1,165	900	—	900
Japan	118	—	118	132	—	132
Asia other	84	—	84	70	—	70
Other	77	160	237	76	151	227
	1,808	160	1,968	1,526	151	1,677

Debt instruments:
Bonds – investment grade	3,961	1,256	5,217	4,278	1,167	5,445
Bonds – non-investment grade	305	412	717	233	442	675
	4,266	1,668	5,934	4,511	1,609	6,120

Derivatives	51	(1,261)	(1,210)	43	(1,314)	(1,271)
Properties and real estate	226	784	1,010	222	688	910
Cash and cash equivalents	197	(31)	166	186	18	204
Investment funds	10	392	402	26	368	394
Other plan assets	78	(18)	60	82	(110)	(28)
	562	(134)	428	559	(350)	209
Balance as at 31 December	6,636	1,694	8,330	6,596	1,410	8,006

The HEINEKEN pension funds monitor the mix of debt and equity securities in their investment

portfolios based on market expectations. Material investments within the portfolio are managed on

an individual basis. Through its defined benefit pension plans, HEINEKEN is exposed to several risks,

the most significant are detailed below.

Risks associated with defined benefit plans

Asset volatility

The plan liabilities are calculated using a discount rate set with reference to AA corporate bond

yields. If the return on the plan assets is less than the return on the liabilities implied by this

assumption, this will create a deficit. The plan in the Netherlands holds a significant proportion of

equities, which are expected to outperform corporate bonds in the long-term while providing

volatility and risk in the short term.

In the Netherlands, an Asset-Liability Matching (ALM) study is performed at least on a triennial

basis. The last ALM study was performed in 2021. Due to the upcoming transition to the new

pension plan, the Board decided to postpone the ALM study by 1 year to 2025. The ALM study is the

basis for the strategic investment policies and the (long-term) strategic investment mix. As at 31

December 2024, the strategic asset mix comprises 32% of plan assets in equity securities, 20% in

bonds and swaps, 18% in alternative investments, 15% in mortgage and 15% in real estate.

In the UK, the actuarial valuation is performed at least on a triennial basis. The valuation is the basis

for the funding plan, strategic investment policies and the (long-term) strategic investment mix. The

valuation was performed in 2021. As at 31 December 2024, the strategic mix of assets comprises

33% of plan assets in liability-driven investments, 12.5% in corporate bonds, 15% in higher-yielding

credit, 23.5% in private markets, 10% in long lease property and 6% in equities. As part of the

Funding Agreement, the strategic asset mix will evolve between now and 2030 to provide greater

certainty of return, lower volatility and higher cash generation.

Interest rate risk

A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset

by an increase in the value of the plans’ fixed-rate instruments holdings.

In the Netherlands, interest rate risk is managed through fixed-income investments and interest rate

swap instruments. These investments and instruments match the liabilities by 56% as at 31

December 2024 (2023: 54%). In the UK, interest rate risk is managed through the use of a mixture of

fixed income investments and interest rate swap instruments. These investments and instruments

target a match of 100% of the interest rate sensitivity of the total liabilities as measured on a Gilts

+1% liability basis (2023: 100% as measured on the same basis).

Inflation risk

Some of the pension obligations are linked to inflation. Higher inflation will lead to higher liabilities,

although in most cases, there are caps on the level of inflationary increases to protect the plan

against extreme inflation. The majority of the plan assets are either unaffected by or loosely

correlated with inflation, meaning that an increase in inflation will increase the deficit.

HEINEKEN provides employees in the Netherlands with an average pay pension plan, whereby

indexation of accrued benefits is conditional on the funded status of the pension fund. In the UK,

inflation risk is partly managed through the use of a mixture of inflation-linked fixed income

investments and inflation-linked derivative instruments. These instruments target a match of 100%

of the inflation-linked liabilities as measured on a Gilts +1% liability basis (2023 : 100% as measured

on the same basis).

Life expectancy

The majority of the plans’ obligations are to provide benefits for the life of the member, so increases

in life expectancy will increase the plans’ liabilities. This is particularly significant in the UK plan,

where inflation-linked increases result in higher sensitivity to changes in life expectancy. In 2015, the

Trustee of HEINEKEN UK's pension plan implemented a longevity hedge to remove the risk of a

higher increase in life expectancy than anticipated for the 2015 population of pensioners.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	88

Principal actuarial assumptions as at the balance sheet date

Based on the significance of the Dutch and UK pension plans compared with the other plans, the

table below refers to the major actuarial assumptions for those two plans as at 31 December:


	The Netherlands		UK1
In %	2024	2023	2024	2023
Discount rate as at 31 December	3.6	3.5	5.5	4.8
Future salary increases	4.0	2.0	—	—
Future pension increases	3.4	2.9	3.1	3.0

1 The UK plan is closed for future accrual, leading to certain assumptions being equal to zero.

For the other defined benefit plans, the following actuarial assumptions apply as at 31 December:


	Europe		Americas
In %	2024	2023	2024	2023
Discount rate as at 31 December	1.0-3.6	1.5-3.5	9.5-10.7	9.8-11.0
Future salary increases	0.0-4.0	0.0-2.3	0.0-4.5	0.0-4.5
Future pension increases	0.3-3.0	0.3-2.3	0.0-3.5	0.0-3.5
Medical cost trend rate	0.0-2.3	0.0-2.3	5.1-8.5	5.1-9.0

Assumptions regarding future mortality rates are based on published statistics and mortality tables.

For the Netherlands, the rates are obtained from the ‘AG-Prognosetafel 2022’, fully generational. For

the UK, the future mortality rates are obtained by applying the Continuous Mortality Investigation

2023 projection model.

The weighted average duration of the defined benefit obligation at the end of the reporting period is

16 years (2023: 16 years).

HEINEKEN expects the contributions to be paid for the defined benefit plans for 2025 to be in line

with 2024.

Sensitivity analysis

As at 31 December, changes to one of the relevant actuarial assumptions that are considered

reasonably possible, holding other assumptions constant, would have affected the defined benefit

obligation by the following amounts:


	2024		2023
Effect in millions of €	Increase in assumption	Decrease in assumption	Increase in assumption	Decrease in assumption
Discount rate (0.5% movement)	(612)	700	(588)	671
Future salary growth (0.25% movement)	4	(5)	9	(9)
Future pension growth (0.25% movement)	278	(269)	276	(254)
Medical cost trend rate (0.5% movement)	6	(6)	7	(6)
Life expectancy (1 year)	(389)	389	356	(357)

Accounting estimates

To make the actuarial calculations for the defined benefit plans, HEINEKEN needs to make use of

assumptions for discount rates, future pension increases and life expectancy as described in this

note. The actuarial calculations are made by external actuaries based on inputs from observable

market data, such as corporate bond returns and yield curves to determine the discount rates used,

mortality tables to determine life expectancy and inflation numbers to determine future salary and

pension growth assumptions.

Accounting policies

Defined contribution plans

A defined-contribution plan is a post-retirement plan for which HEINEKEN pays fixed contributions

to a separate entity. HEINEKEN has no legal or constructive obligation to pay further contributions if

the fund does not hold sufficient assets to pay out employees.

Defined benefit plans

A defined benefit plan is a post-retirement plan that is not a defined contribution plan. Typically,

defined benefit plans define an amount of pension benefit that an employee will receive on

retirement, usually dependent on one or more factors such as age, years of service and

compensation.

HEINEKEN’s net obligation in respect of defined benefit pension plans is calculated separately for

each plan by estimating the amount of future benefits that employees have earned in return for

their service in the current and prior periods; those benefits are discounted to determine its present

value. The fair value of any defined benefit plan assets is deducted. The discount rate is the yield at

balance sheet date on high quality credit-rated bonds that have maturity dates approximating to

the terms of HEINEKEN’s obligations and are denominated in the same currency in which the

benefits are expected to be paid.

The calculations are performed annually by qualified actuaries using the projected unit credit

method. When the calculation results in a benefit to HEINEKEN, the recognised asset is limited to

the present value of economic benefits available in the form of any future refunds from the plan or

reductions in future contributions to the plan. To calculate the present value of economic benefits,

consideration is given to any minimum funding requirements that apply to any plan in HEINEKEN.

An economic benefit is available to HEINEKEN if it is realisable during the life of the plan, or on

settlement of the plan liabilities. When the benefits of a plan are changed, the expense or benefit is

recognised immediately in profit or loss.

HEINEKEN recognises all actuarial gains and losses arising from defined benefit plans immediately

in other comprehensive income and all expenses related to defined benefit plans in personnel

expenses and other net finance income and expenses in profit or loss.

For changes to a defined benefit plan, which result in a plan amendment or a curtailment or

settlement, HEINEKEN determines the amount of any past service cost, or gain or loss on settlement,

by remeasuring the net defined benefit liability before and after the amendment, using current

assumptions and the fair value of plan assets at the time of the amendment. In case the net defined

benefit liability is remeasured to determine the impact of the changes, current service cost and net

interest for the remainder of the year are remeasured using the same assumptions and the same fair

value of plan assets.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	89

9.2 Provisions

Provisions within HEINEKEN mainly relate to restructuring, and claims and litigation that arise in the

ordinary course of business. The outcome depends on future events, which are by nature uncertain.


In millions of €	Claims and litigation	Taxes	Restruc- turing	Onerous contracts	Other	Total
Balance as at 1 January 2024	140	330	219	12	132	833
Changes in consolidation	(3)	—	—	—	—	(3)
Provisions made during the year	47	29	75	8	64	223
Provisions used during the year	(3)	(4)	(76)	(12)	(14)	(109)
Provisions reversed during the year	(37)	(16)	(17)	(2)	(50)	(122)
Effect of movements in exchange rates	(17)	(48)	(1)	1	(6)	(71)
Unwinding of discounts	7	2	2	—	—	11
Balance as at 31 December 2024	134	293	202	7	126	762
Non-current	121	254	132	3	76	586
Current	13	39	70	4	50	176

Claims and litigation

The provisions for claims and litigation of €134 million (2023 : €140 million) mainly relate to civil and

labour claims in Brazil.

Taxes

The provisions for taxes of €293 million (2023: €330 million) relate to indirect taxes not within the

scope of IAS 12 and mainly relate to Brazil. Tax legislation in Brazil is highly complex and subject to

interpretation, therefore the timing of the cash outflows for these provisions is uncertain.

Other provisions

Included are, among others, provisions for credit risk on surety and guarantees issued of €40 million

(2023 : €41 million).

Accounting estimates

In determining the likelihood and timing of potential cash outflows, HEINEKEN needs to make

estimates. For claims, litigation and tax provisions, HEINEKEN bases its assessment on internal and

external legal assistance and established precedents. For a large restructuring, management

assesses the timing of the costs to be incurred, which influences the classification as current or non-

current liabilities.

Accounting policies

A provision is a liability of uncertain timing or amount. A provision is recognised when HEINEKEN has

a present legal or constructive obligation as a result of past events that can be estimated reliably,

and it is probable (>50%) that an outflow of economic benefits will be required to settle the

obligation. In the case of accounting for business combinations, provisions are also recognised when

the likelihood is less than probable but more than remote (>5%).

Provisions are measured at the present value of the expenditures expected to be required to settle

the obligation, using a pre-tax rate that reflects the time value of money and the risks specific to the

obligation. The increase in the provision due to the passage of time is recognised as part of net

finance expenses.

The impact of climate change is also considered in identifying whether HEINEKEN has a present

legal or constructive obligation related to fines or penalties.

Restructuring

A provision for restructuring is recognised when HEINEKEN has approved a detailed and formal

restructuring plan, and the restructuring has either commenced or has been announced publicly.

Future operating losses are not provided for. The provision includes the benefit commitments in

connection with early retirement and redundancy schemes.

Onerous contracts

A provision for onerous contracts is recognised when the expected benefits to be received by

HEINEKEN are lower than the unavoidable cost of meeting its obligations under the contract. The

provision is measured at the present value of the lower of the expected cost of terminating the

contract, and the expected net cost of continuing with the contract. Before a provision is established,

HEINEKEN recognises any impairment loss on the assets associated with that contract.

Other provisions

A provision for guarantees is recognised at the time the guarantee is issued (refer to note 9.3 for the

total guarantees outstanding). The provision is initially measured at fair value and subsequently at

the higher of the amount determined in accordance with the expected credit loss model and the

amount initially recognised.

9.3 Contingencies

HEINEKEN’s contingencies are mainly in the area of tax, civil cases and guarantees.

Tax

The tax contingencies mainly relate to tax positions in Latin America and include a large number of

cases with a risk assessment lower than probable but possible. Assessing the amount of tax

contingencies is highly judgemental, and the timing of possible outflows is uncertain. The best

estimate of tax-related contingent liabilities is €1,118 million (2023: €1,233 million), out of which

€64 million ( 2023: €78 million) qualifies for indemnification. For several tax contingencies that were

part of acquisitions, an amount of €154 million ( 2023: €188 million) has been recognised as

provisions and other non-current liabilities in the balance sheet (refer to notes 9.2 and 8.5).

Other contingencies

Brazil civil cases

Part of other contingencies relates to civil cases in Brazil. Management's best estimate of the

potential financial impact for these cases is €43 million (2023: €52 million).


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	90

Other

Part of other contingencies relate to two follow-on damage cases for a total amount claimed of

€478 million, which arose as a result of the fine imposed by the Greek Competition Commission in

2014 against our subsidiary Athenian Brewery for alleged abuse of its dominant position. It is not

possible to estimate the outcome of these claims with any degree of certainty for a number of

reasons, including but not limited to the fact that (i) the question whether the Dutch courts can

assume (international) jurisdiction over these claims, insofar they are made against Athenian

Brewery, is pending before the Dutch Supreme Court, and (ii) Athenian Brewery and HEINEKEN have

raised defences against these claims, both on procedural grounds and on the merits. The amount of

these potential liabilities (if any) can therefore not be measured with sufficient reliability. There are

no reimbursements applicable for these cases.

Additionally, in late December 2024, our Portuguese subsidiary Sociedade Central de Cervejas e

Bebidas S.A. (SCC), received a civil class action claim from a private claims association for alleged

harm to consumers due to alleged anti-competitive behaviour. It is not possible to estimate the

outcome of the claim with any degree of certainty as it is disputed that SCC engaged in anti-

competitive behaviour that resulted in the alleged harm. There is no reimbursement applicable for

this claim.

As at 31 December 2024, €24 million (2023: €26 million) of other contingencies related to

acquisitions is included in provisions (refer to note 9.2).

Guarantees


In millions of €	Total 2024	Less than 1 year	1-5 years	More than 5 years	Total 2023
Guarantees to banks for loans (to third parties)	450	48	393	9	381
Other guarantees	971	343	506	122	1,115
Guarantees	1,421	391	899	131	1,496

Guarantees to banks for loans relate to loans and advances to customers, which are given to

external parties in the ordinary course of business of HEINEKEN. HEINEKEN provides guarantees to

the banks to cover the credit risk related to these loans (refer to note 9.2 for the provision for credit

risk on these guarantees).

Accounting estimates and judgements

HEINEKEN operates in a high number of jurisdictions and is subject to a wide variety of taxes per

jurisdiction. Tax legislation can be highly complex and subject to interpretation. As a result,

HEINEKEN is required to exercise significant judgement in the recognition of taxes payable and

determination of tax contingencies.

Also for other contingencies including climate change, HEINEKEN is required to exercise judgement

to determine whether the risk of loss is possible but not probable. Contingencies involve inherent

uncertainties including, but not limited to, court rulings, negotiations between affected parties and

governmental actions.

Accounting policies

A contingent liability is a liability of uncertain timing and amount. Contingencies are not recognised

in the balance sheet because the existence can only be confirmed by the occurrence or non-

occurrence of one or more uncertain future events not wholly within the control of HEINEKEN or

because the risk of loss is estimated to be possible (>5%) but not probable (<50%) or because the

amount cannot be measured reliably.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	91

10. Acquisitions, disposals and investments

10.1 Acquisitions and disposals of subsidiaries and non-

controlling interests

Acquisitions and disposals in 2024

During 2024, no significant acquisitions or disposals took place.

Prior year adjustments

During 2024, all the provisional accounting periods of the 2023 acquisitions have been closed

without material adjustments.

10.2 Assets or disposal groups classified as held for sale

The assets below are classified as held for sale for the year ended 31 December 2024 :


In millions of €	2024	2023
Property, plant and equipment	55	28
Assets or assets of disposal group held for sale	55	28

Accounting estimates and judgements

HEINEKEN classifies assets or disposal groups as held for sale when they are available for immediate

sale in their present condition, are expected to be sold within 1 year, and the sale is highly probable.

HEINEKEN should be committed to the sale and it should be unlikely that the plan to sell will be

withdrawn. This might be difficult to demonstrate in practice and involves judgement.

Accounting policies

Assets or disposal groups comprising assets and liabilities, that are expected to be recovered

primarily through sale rather than through continuing use are classified as held for sale. Immediately

before classification as held for sale, the assets, or components of a disposal group, are measured at

the lower of their carrying amount and fair value less cost to sell.

Intangible assets and P,P&E once classified as held for sale are not amortised or depreciated. In

addition, equity accounting of equity-accounted investees ceases once classified as held for sale.

10.3 Investments in associates and joint ventures

HEINEKEN has interests in several joint ventures and associates. The total carrying amount of these

associates and joint ventures was €3,500 million as at 31 December 2024 (2023: €4,130 million)

and the total share of profit and other comprehensive income was a loss of €646 million in 2024

(2023: €143 million). The share of profit of associates and joint ventures includes an impairment loss

of €918 million (2023: €8 million, impairment loss).

The associate CRH (Beer) Limited (‘CBL’) is considered to be individually material. HEINEKEN holds a

shareholding of 40% in CBL as of 29 April 2019. CBL holds a controlling interest of 51.67% in China

Resources Beer (Holdings) Co. Ltd. ('CR Beer'), a company incorporated in Hong Kong and listed on

the Main Board of The Stock Exchange of Hong Kong Limited, operating in the beer business in

China. Consequently, HEINEKEN has an effective 20.67% economic interest in CR Beer. Based on the

closing share price of HKD25.25 as at 31 December 2024 (2023: HKD34.20), the fair value of this

economic interest in CR Beer amounts to €2,098 million ( 2023: €2,657 million). The carrying amount

of CBL as at 31 December 2024 amounts to €2,140 million (2023: €2,832 million).

In accordance with IFRS, a significant or prolonged decline in the fair value of the investment below

its cost is considered in assessing for any indication of impairment. If any such indication exists, an

impairment test should be performed. At 30 June 2024, a significant decline in the fair value of the

investment below its cost was identified. The decline was driven by concerns on the macroeconomic

environment in China and a negative view on consumer goods companies seen as more exposed to

soft consumer demand. At 31 December 2024, the fair value of the investment in CR Beer, based on

the share price, was below its cost. The lower valuation was, however, not considered significant or

prolonged.

The recoverable amount of a cash generating unit is based on the higher of the fair value less costs

of disposal (FVLCD) and value-in-use (VIU). The determination of the recoverable amount of CBL is

based on a FVLCD valuation, which is based on the share price (level 1 hierarchy) of CR Beer.

In June 2024, an impairment of €874 million was recognised against the carrying amount of CBL,

which is included in the Asia Pacific operating segment. The impairment charge is recorded on the

line 'share of profit of associates and joint ventures' in the income statement. The carrying amount

of CBL as at 30 June 2024 amounted to €2,106 million (31 December 2023: €2,832 million).


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	92

Set out below is the summarised financial information of CR Beer, not adjusted for the percentage of

ownership held by HEINEKEN. The financial information has been amended to reflect adjustments

made by HEINEKEN when using the equity method (such as fair value adjustments). Due to a

difference in reporting timelines, the financial information is included with a two-month delay. This

means that the financial information included relates to the period November 2023-October 2024 .

The reconciliation of the summarised financial information to the carrying amount of the effective

interest in CR Beer is also presented.


In millions of €	31 October 2024	31 October 2023
Summarised balance sheet (100%)
Non-current assets	10,844	10,206
Current assets	1,422	1,692
Non-current liabilities	(1,970)	(2,390)
Current liabilities	(3,013)	(2,744)
Net assets	7,283	6,764

Reconciliation to carrying amount
Opening net assets	6,764	6,342
Profit for the period	476	466
Other comprehensive income	496	(311)
Dividends paid	(429)	(250)
Other	(24)	517
Closing net assets	7,283	6,764

Heineken N.V.’s share in %	20.67%	20.67%
Heineken N.V.’s share	1,505	1,398
Goodwill	635	1,434
Carrying amount	2,140	2,832

In millions of €	November 2023 to October 2024	November 2022 to October 2023
Summarised income statement (100%)
Revenue	5,009	5,023
Profit	476	466
Other comprehensive income	496	(311)
Total comprehensive income	972	155

Dividends received	89	52

Summarised financial information for equity-accounted joint ventures and associates

The following table includes, in aggregate, the carrying amount and HEINEKEN’s share of profit and

OCI of joint ventures and associates (net of income tax):


	Joint ventures		Associates¹
In millions of €	2024	2023	2024	2023
Carrying amount of interests	957	934	2,543	3,196
Share of profit before impairment	43	71	170	155
Impairment	(44)	—	(874)	(8)
Share of profit after impairment	(1)	71	(704)	147
Other comprehensive income	58	(56)	1	(19)
	57	15	(703)	128

1 Includes the investment in CR Beer, which is considered to be individually material. The other joint ventures and associates are

considered to be individually immaterial.

Accounting policies

Associates are entities in which HEINEKEN has significant influence, but not control or joint control.

Significant influence is generally obtained by ownership of more than 20% but less than 50% of the

voting rights. Joint ventures (JVs) are the arrangements in which HEINEKEN has joint control.

HEINEKEN’s investments in associates and JVs are accounted for using the equity method of

accounting, meaning they are initially recognised at cost. The consolidated financial statements

include HEINEKEN’s share of the net profit or loss of the associates and JVs whereby the result is

determined using the accounting policies of HEINEKEN.

When HEINEKEN’s share of losses exceeds the carrying amount of the associate or joint venture, the

carrying amount is reduced to nil and recognition of further losses is discontinued except to the

extent that HEINEKEN has an obligation or has made a payment on behalf of the associate or JV.

At each reporting date, HEINEKEN reviews its investments in associates and JVs to determine

whether there is any indication of impairment. A significant or prolonged decline in the fair value of

the investment below its cost is also considered in assessing for any indication of impairment. If any

such indication exists, an impairment test is performed (refer to note 8.1).


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	93

11. Financing and capital structure

11.1 Net finance income and expense

Interest expenses are mainly related to interest charges over the outstanding bonds, commercial

paper and bank loans (refer to note 11.3 ). Other net finance income and expenses comprise dividend

income, fair value changes of financial assets and liabilities measured at fair value, transactional

foreign exchange gains and losses (on a net basis), monetary gain resulting from hyperinflation

accounting, unwinding of discount on provisions and interest on the net defined benefit obligation.


In millions of €	Note	2024	2023
Interest income		110	90
Interest expenses		(680)	(640)

Dividend income from fair value through OCI investments		18	7
Net change in fair value of derivatives		(38)	(85)
Net foreign exchange gain/(loss)1		(217)	(323)
Net monetary gain arising from hyperinflationary economies		73	79
Unwinding discount on provisions	9.2	(11)	(13)
Interest on the net defined benefit obligation	9.1	(17)	(21)
Other		(43)	(19)
Other net finance income/(expenses)		(235)	(375)

Net finance income/(expenses)		(805)	(925)

1 Transactional foreign exchange effects of working capital and foreign currency-denominated borrowings.

Interest expenses include the interest component of lease liabilities of €68 million (2023: €58

million).

In 2024, a net monetary gain was recognised related to applying hyperinflation accounting in

Ethiopia and Haiti.

Accounting policies

Interest income and expenses are recognised as they accrue, using the effective interest method.

Dividend income is recognised in the income statement on the date that HEINEKEN’s right to receive

payment is established, which is the ex-dividend date in the case of quoted securities.

11.2 Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits. In general, bank overdrafts

form an integral part of HEINEKEN’s cash management and are included as a component of cash

and cash equivalents in the statement of cash flows.


In millions of €	Note	2024	2023
Cash and cash equivalents		2,350	2,377
Bank overdrafts	11.3	(597)	(952)
Cash and cash equivalents in the statement of cash flows		1,753	1,425

For more information on HEINEKEN's liquidity risk exposure refer to note 11.5.

The following table presents recognised 'Cash and cash equivalents' and 'Bank overdrafts', and the

impact of the netting of gross amounts. The 'Net amount' below refers to the impact on HEINEKEN's

balance sheet if all amounts subject to legal offset rights are netted.


	2024
In millions of €	Gross amounts	Net amounts presented in the statement of financial position	Amounts subject to legal offset rights	Net amount
Assets
Cash and cash equivalents	2,350	2,350	(453)	1,897
Liabilities
Bank overdrafts	(597)	(597)	453	(144)

	2023
Assets
Cash and cash equivalents	2,377	2,377	(512)	1,865
Liabilities
Bank overdrafts	(952)	(952)	512	(440)

HEINEKEN operates in several territories where there is limited availability of foreign currency

resulting in restrictions on remittances. Mainly as a result of these restrictions, ¤317 million (2023:

¤478 million) of cash included in cash and cash equivalents is restricted for use by HEINEKEN, yet

available for use in the relevant subsidiary’s day-to-day operations.

Accounting policies

Cash and cash equivalents are initially recognised at fair value and subsequently at amortised cost.

HEINEKEN has cash pooling arrangements with legally enforceable rights to offset cash and

overdraft balances. Where there is an intention to settle on a net basis, cash and overdraft balances

relating to the cash pooling arrangements are reported on a net basis in the statement of financial

position.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	94

11.3 Borrowings

HEINEKEN mainly uses bonds, commercial paper and bank loans to ensure sufficient financing to

support its operations. Net interest-bearing debt is the key metric for HEINEKEN to measure its

indebtedness.


				2024			2023
In millions of €	Note	Non-current	Current	Total	Non-current	Current	Total
Unsecured bond issues		12,103	1,682	13,785	12,751	1,458	14,209
Lease liabilities		1,030	314	1,344	961	306	1,267
Bank loans		547	73	620	240	286	526
Other interest- bearing liabilities		103	107	210	94	699	793
Deposits from third parties 1		—	493	493	—	491	491
Bank overdrafts		—	597	597	—	952	952
Total borrowings		13,783	3,266	17,049	14,046	4,192	18,238

Market value of cross-currency interest rate swaps	11.5			7			(3)
Other investments				(55)			(23)
Cash and cash equivalents	11.2			(2,350)			(2,377)
Net debt				14,651			15,835

1 Mainly employee deposits.

As at 31 December 2024, €88 million of the €620 million of bank loans is secured (2023: €87

million). Other interest-bearing liabilities includes €0 million of centrally issued commercial paper

(2023: €500 million).


In millions of €	Unsecured bond issues	Lease liabilities	Bank loans	Other interest- bearing liabilities	Deposits from third parties	Derivatives used for financing activities	Assets and liabilities used for financing activities
Balance as at 1 January 2024	14,209	1,267	526	793	491	(3)	17,283
Effect of movements in exchange rates	128	(32)	11	(84)	—	10	33
Addition of leases	—	502	—	—	—	—	502
Proceeds	896	—	560	1,538	81	—	3,075
(Re)payments	(1,460)	(355)	(478)	(2,045)	(78)	—	(4,416)
Interest paid over lease liability	—	(68)	—	—	—	—	(68)
Other	12	30	1	8	(1)	—	50
Balance as at 31 December 2024	13,785	1,344	620	210	493	7	16,459

In millions of €	Unsecured bond issues	Lease liabilities	Bank loans	Other interest- bearing liabilities	Deposits from third parties	Derivatives used for financing activities	Assets and liabilities used for financing activities
Balance as at 1 January 2023	12,766	1,241	311	355	557	(17)	15,213
Consolidation changes	—	66	201	3	1	—	271
Effect of movements in exchange rates	(82)	26	(27)	(227)	—	17	(293)
Addition of leases	—	348	—	—	—	—	348
Proceeds	2,598	—	1,104	2,991	58	—	6,751
(Re)payments	(1,087)	(390)	(1,067)	(2,325)	(126)	(3)	(4,998)
Interest paid over lease liability	—	(58)	—	—	—	—	(58)
Other	14	34	4	(4)	1	—	49
Balance as at 31 December 2023	14,209	1,267	526	793	491	(3)	17,283


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	95

Changes in borrowings

In 2024, the decrease in borrowings is mainly due to repayments of bonds and commercial paper,

which exceeded the proceeds.

Cash flows from financing activities are mainly generated by bonds, commercial paper, bank loans

and other interest-bearing liabilities presented above. Additionally, HEINEKEN also uses derivatives

related to its financing, which can be recognised as assets or liabilities. The above table details the

reconciliation of the liabilities and assets arising from financing activities to the cash flow from

financing activities. Bank overdrafts form an integral part of HEINEKEN’s cash management and are

included as a component of cash and cash equivalents in the statement of cash flows. For more

information on derivatives refer to note 11.6.

The average effective interest rate on the net debt position as at 31 December 2024 was 3.5%

( 2023: 3.4%). The average maturity of the bonds as at 31 December 2024 was 7 years (2023 : 7

years).

Centrally available financing headroom

The centrally available financing headroom at Group level was approximately €3.8 billion as at 31

December 2024 (2023: €3.2 billion) and consisted of the undrawn part of the committed €3.5 billion

revolving credit facility and centrally available cash minus centrally issued commercial paper and

short-term bank borrowings at group level.

In 2024, HEINEKEN used one of its 1 year extension options to extend its €3.5 billion revolving credit

facility. The credit facility is now set to mature in May 2029 and has one 1-year extension period

remaining. The facility is committed by a group of 18 banks.

New financing

During the year period ended 31 December 2024 , HEINEKEN secured additional financing by issuing

the following notes, which are included in the unsecured bond issues:


Date of placement	Note	Date of maturity
24 June 2024	€900 million of 12-year Notes with a coupon of 3.812%	4 July 2036

Accounting estimates and judgements

Judgement is required to determine the lease term and the incremental borrowing rate. The

assessment of whether HEINEKEN is reasonably certain to exercise extension options or not to make

use of termination options impacts the lease term, which as a result could affect the amount of

lease liabilities recognised. The assumptions used in the determination of the incremental borrowing

rate could impact the rate used in discounting future payments, which as a result could have an

impact on the amount of lease liabilities recognised.

Accounting policies

Borrowings

Borrowings are initially measured at fair value less transaction costs. Subsequently, the borrowings

are measured at amortised cost using the effective interest rate method. Borrowings included in a

fair value hedge are stated at fair value in respect of the risk being hedged.

Borrowings for which HEINEKEN has an unconditional right to defer settlement of the liability for at

least 12 months after the balance sheet date are classified as non-current liabilities. For the

accounting policy on cash and cash equivalents and derivatives refer to notes 11.2 and 11.6,

respectively.

Lease liabilities

Lease liabilities are measured at the present value of the lease payments to be paid during the lease

term, discounted using the incremental borrowing rate. Lease liabilities are subsequently increased

by the interest cost on the lease liabilities and decreased by lease payments made. The lease

liabilities will be remeasured when there is a change in the amount to be paid (e.g. due to

indexation) or when there is a change in the assessment of the lease terms.

The incremental borrowing rate (IBR) is determined on a country level. For each country, there are

separate rates depending on the contract currency and the term of the lease. The IBR is calculated

based on the local risk-free rate plus a country default spread and a credit spread.

The lease term is determined as the non-cancellable period of a lease, together with:

■ Periods covered by a unilateral option to extend the lease if HEINEKEN is reasonably certain to

make use of that option

■ Periods covered by an option to terminate the lease if HEINEKEN is reasonably certain not to

make use of that option

HEINEKEN applies the following practical expedients for the recognition of leases:

■ Apply a single discount rate per country to a portfolio of leases with reasonably similar

characteristics

■ Include non-lease components in the lease liability for equipment leases


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	96

11.4 Capital and reserves

Share capital

Refer to the table below for the Company's issued share capital as at 31 December. All issued shares

are fully paid.


	2024		2023
Share capital	Shares of €1.60	Nominal value in millions of €	Shares of €1.60	Nominal value in millions of €
1 January	288,030,168	461	288,030,168	461
Changes	—	—	—	—
31 December	288,030,168	461	288,030,168	461

The Company’s authorised capital amounts to €1.5 billion , consisting of 937,500,000 shares of

€1.60 nominal value (2023: 937,500,000 shares of €1.60 nominal value).

Shareholders are entitled to receive dividends as declared from time to time and are entitled to one

vote per share at shareholder meetings of the Company. In respect of the Heineken Holding N.V.

shares that are held by Heineken N.V., rights are suspended.

Share premium

As at 31 December 2024, the share premium amounted to €1,257 million (31 December 2023:

€1,257 million).

Translation reserve

The translation reserve comprises foreign currency differences arising from the translation of the

assets and liabilities of foreign operations of HEINEKEN (excluding amounts attributable to non-

controlling interests) as well as value changes of the hedging instruments in the net investment

hedges. HEINEKEN considers this a legal reserve.

Hedging reserve

This reserve comprises the effective portion of the cumulative net change in the fair value of cash

flow hedging instruments where the hedged transaction has not yet occurred. HEINEKEN considers

this a legal reserve.

Fair value reserve

This reserve comprises the cumulative net change in the fair value of FVOCI equity investments.

HEINEKEN transfers amounts from this reserve to retained earnings when the relevant equity

securities are derecognised. HEINEKEN considers this a legal reserve.

Other legal reserves

These reserves relate to the share of profit of joint ventures and associates over the distribution of

which HEINEKEN does not have control. The movement in these reserves reflects the share of profit

of joint ventures and associates minus dividends received. For retained earnings of subsidiaries that

cannot be freely distributed due to legal or other restrictions, a legal reserve is recognised.

Furthermore, part of the reserve comprises a legal reserve for capitalised development costs.

Reserve for own shares

The reserve for own shares comprises the treasury shares held by HEINEKEN. Refer to the table

below with the changes in 2024.


Own shares held	Number of shares
1 January 2024	5,156,781
Changes	—
31 December 2024	5,156,781

Purchase Heineken N.V. shares by Heineken N.V.

Refer to the table below with the changes in 2024 in Heineken N.V. shares held by Heineken N.V.

This results in an increased interest in shareholding by Heineken Holding N.V. The related dilution

effect has been recognised directly in equity.


Heineken N.V. shares held by Heineken N.V.	Number of shares
1 January 2024	10,575,645
Changes	288,338
31 December 2024	10,863,983

Dividends

The following dividends were declared and paid by Heineken Holding N.V.:


In millions of €	2024	2023
Final dividend previous year €1.04, respectively €1.23 per qualifying share	294	350
Interim dividend current year €0.69, respectively €0.69 per qualifying share	195	195
Total dividend declared and paid	489	545

For 2024, a payment of a total cash dividend of €1.86 per share (2023: €1.73) will be proposed at

the AGM on 17 April 2025. If approved, the final dividend of €1.17 will be paid on 2 May 2025, as an

interim dividend of €0.69 per share was paid on 8 August 2024. The payment will be subject to a

15% Dutch withholding tax.

Pursuant to Article 10, paragraph 6, of the Articles of Association of Heineken Holding N.V., holders

of Heineken Holding N.V. shares receive the same dividend as holders of Heineken N.V. shares.

After the balance sheet date, the Board of Directors announced the following appropriation of profit.

The dividends, taking into account the interim dividends declared and paid, have not been provided

for.


In millions of €	2024	2023
Dividend per qualifying share €1.86 (2023: €1.73)	526	489
Increase/(Decrease) of retained earnings	(28)	685
Net profit	498	1,174


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	97

Non-controlling interests in the activities and cash flows of Heineken N.V.


In millions of €	2024	2023
NCI percentage	49.034%	49.060%
Non-current assets	42,576	43,359
Current assets	10,899	11,399
Non-current liabilities	(17,133)	(17,539)
Current liabilities	(14,238)	(14,825)
Net assets	22,104	22,394

Carrying amount of NCI	9,737	9,928

Net revenue	29,821	30,362

Profit	1,161	2,401
OCI	(278)	(464)
Total comprehensive income	883	1,937

Profit allocated to NCI1	480	1,130

OCI allocated to NCI1	(135)	(183)

Cash flow from operating activities	5,503	4,430
Cash flow from investing activities	(2,435)	(3,576)
Cash flow from financing activities	(2,575)	(816)
Net increase (decrease) in cash and cash equivalents	493	38

Final dividend previous year	583	693
Interim dividend current year	386	387
Total dividend	969	1,080

Dividend allocated to NCI	480	535

1 Calculated based on 49.034% (2023: 49.060%) of the equity attributable to Heineken N.V.

Non-controlling interests in Heineken N.V. group companies

The non-controlling interests (NCI) relate to minority stakes held by third parties in HEINEKEN

consolidated subsidiaries. The total NCI as at 31 December 2024 amounted to €2,821 million (2023:

€2,733 million), refer to note 10.1 for more information.

Capital management

Heineken Holding N.V.'s capital management is strongly related to Heineken N.V.'s capital

management because every Heineken N.V. share held by Heineken Holding N.V. is matched by one

share issued at the level of Heineken Holding N.V. This enables Heineken N.V. to pursue its long-term

policy in the interest of the Heineken N.V. shareholders.

There were no major changes in Heineken Holding N.V.’s approach to capital management during

the year. The policy of the Board of Directors of Heineken Holding N.V. is to maintain a strong

capital base so as to maintain investor, creditor and market confidence and to sustain future

development of the business and acquisitions of Heineken N.V.

Heineken Holding N.V. is not subject to externally imposed capital requirements other than the legal

reserves.

Pursuant to Article 10, paragraph 6, of the Articles of Association of Heineken Holding N.V., holders

of Heineken Holding N.V. shares receive the same dividend as holders of Heineken N.V. shares.

Accounting policies

Shares are classified as equity. When share capital recognised as equity is repurchased, the amount

of the consideration paid, which includes directly attributable costs, is net of any tax effects

recognised as a deduction from equity. Repurchased shares recorded at purchase price are classified

as treasury shares and are presented in the reserve for own shares.

When treasury shares are sold or reissued subsequently, the amount received is recognised as an

increase in equity, and the resulting surplus or deficit on the transaction is transferred to or from

retained earnings.

Dividends are recognised as a liability in the period in which they are declared.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	98

11.5 Credit, liquidity and market risk

This note summarises the financial risks that HEINEKEN is exposed to, and HEINEKEN’s policies and

processes that are in place for managing these risks . For more information on derivatives used in

managing risk refer to note 11.6.

Risk management framework

The Executive Board of Heineken N.V. sets rules and monitors the adequacy of HEINEKEN’s risk

management and control systems. These systems are regularly reviewed to reflect changes in

market conditions and HEINEKEN’s activities.

Managing the financial risks and financial resources includes the use of derivatives, primarily spot

and forward exchange contracts, options and interest rate swaps. It is HEINEKEN's policy not to

enter into speculative transactions.

In the normal course of business HEINEKEN is exposed to the following financial risks:

■ Credit risk

■ Liquidity risk

■ Market risk

Credit risk

Credit risk is the risk of a loss to HEINEKEN when a customer or counterparty fails to pay.

All local operations are required to comply with the Global Credit Policy and develop local credit

management procedures accordingly. HEINEKEN reviews and updates the Global Credit Policy

periodically to ensure that adequate controls are in place to mitigate credit risk.

Credit risk arises mainly from HEINEKEN’s receivables from customers like trade receivables, loans to

customers and advances to customers. At the balance sheet date, there were no significant

concentrations of credit risk.

Loans and advances to customers

HEINEKEN’s loans and receivables include loans and advances to customers. Loans and advances to

customers are usually backed by collateral such as properties. HEINEKEN charges interest on loans to

its customers.

Trade and other receivables

HEINEKEN’s local management has credit policies in place and the exposure to credit risk is

monitored on an ongoing basis. Under these policies, all customers requiring credit above a certain

amount are reviewed and new customers are analysed individually for creditworthiness before

HEINEKEN’s standard payment and delivery terms and conditions are offered. This review can

include external ratings, where available, and in some cases bank references. Credit limits are

determined for each customer and are reviewed regularly. Customers that fail to meet HEINEKEN’s

credit requirements transact only with HEINEKEN on either a prepayment or cash on delivery basis.

Customers are monitored, on a country basis, according to their credit risk characteristics. A

distinction is made between individuals and legal entities, type of distribution channel, geographic

location, ageing profile, maturity and existence of previous financial difficulties.

HEINEKEN has a policy in place in respect of compliance with Anti-Money Laundering Laws.

HEINEKEN considers it important to know with whom business is done and from whom payments

are received.

Allowances

HEINEKEN establishes allowances for impairment of loans and advances to customers, trade and

other receivables using an expected credit losses model. These allowances cover specific loss

components that relate to individual exposures, and a collective loss component established for

groups of similar customers. The collective loss allowance is determined based on historical data of

payment statistics and updated periodically to incorporate forward-looking information.

The loans and advances to customers, trade and other receivables are written off when there is no

reasonable expectation of recovery.

Due to the macro-economic environment and uncertainties including increasing inflationary pressure

on HEINEKEN’s customers, judgement is required in the calculation of expected credit losses. As part

of these assessments, HEINEKEN has incorporated all reasonable and supportable information

available such as whether there has been a breach of payment terms or deterioration of payment

against payment terms, a request for extended payment terms or a request for waived payment

terms.

Investments

HEINEKEN invests centrally available cash balances in deposits and liquid investments with various

counterparties that have strong credit ratings. HEINEKEN actively monitors these credit ratings.

Guarantees

HEINEKEN’s policy is to avoid issuing guarantees unless this leads to substantial benefits for

HEINEKEN. For some loans to customers HEINEKEN does issue guarantees. In these cases,

HEINEKEN aims to receive security from the customer to limit the credit risk exposure.

Heineken N.V. has issued a joint and several liability statements to the provisions of Section 403,

Part 9, Book 2 of the Dutch Civil Code with respect to legal entities established in the Netherlands.

Refer to note A.1 of the Heineken N.V. Company Financial Statements.

Exposure to credit risk

The maximum exposure to credit risk as at 31 December is as follows:


In millions of €	Note	2024	2023
Cash and cash equivalents	11.2	2,350	2,377
Trade and other receivables, excluding prepayments	7.2	4,026	4,487
Derivative assets	11.6	187	91
Fair value through OCI investments	8.5	14	14
Loans and advances to customers	8.3	258	239
Other non-current receivables		331	331
Guarantees to banks for loans (to third parties)	9.3	450	381
		7,616	7,920


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	99

The exposure to credit risk by segment for trade and other receivables excluding prepayments is as

follows:

Liquidity risk

Liquidity risk is the risk that HEINEKEN will have difficulties meeting payment obligations associated

with its financial liabilities, like payment of financial debt or trade payables when they are due.

HEINEKEN’s approach to managing liquidity is to ensure, as far as possible, that it will always have

sufficient funds to meet its liabilities when due without incurring unacceptable losses. HEINEKEN has

strict credit policies in place, which help safeguard liquidity especially in macro-economic downturn.

HEINEKEN remains focused on ensuring sufficient access to capital markets to finance long-term

growth and to refinance maturing debt obligations. HEINEKEN seeks to align the maturity profile of

its long-term debts with its forecasted cash flow generation. More information about borrowing

facilities is presented in note 11.3. Furthermore, strong cost and cash management, as well as

controls over investment proposals, are in place.

Contractual maturities

The following table presents an overview of the expected timing of cash-out and inflows of non-

derivative financial liabilities and derivative financial assets and liabilities, including interest

payments.


					2024
In millions of €	Carrying amount	Contractual cash flows	Less than 1 year	1-5 years	More than 5 years
Financial liabilities
Interest-bearing liabilities	(15,705)	(18,920)	(3,473)	(6,467)	(8,980)
Lease liabilities	(1,344)	(1,868)	(374)	(743)	(751)
Trade and other payables and returnable packaging deposits (excluding interest payable, dividends and including non- current part)	(10,224)	(10,224)	(10,158)	(52)	(14)
Derivative financial assets and (liabilities)
Cross-currency interest rate swaps	(7)	(87)	(8)	(79)	—
Forward exchange contracts	92	59	59	—	—
Commodity derivatives	25	26	26	—	—
Other derivatives	18	30	1	18	11
Total	(27,145)	(30,984)	(13,927)	(7,323)	(9,734)

					2023
Financial liabilities
Interest-bearing liabilities	(16,972)	(19,955)	(4,322)	(6,711)	(8,922)
Lease liabilities	(1,267)	(1,756)	(350)	(704)	(702)
Trade and other payables and returnable packaging deposits (excluding interest payable, dividends and including non- current part)	(9,749)	(9,749)	(9,698)	(49)	(2)
Derivative financial assets and (liabilities)
Cross-currency interest rate swaps	3	(50)	(7)	(27)	(16)
Forward exchange contracts	(55)	(99)	(99)	—	—
Commodity derivatives	(10)	(10)	(10)	—	—
Other derivatives	17	32	5	15	12
Total	(28,033)	(31,587)	(14,481)	(7,476)	(9,630)

For more information on the derivative assets and liabilities, refer to note 11.6.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates,

commodity prices and equity prices, will adversely affect HEINEKEN’s income or the value of its

financial instruments. In 2024, HEINEKEN continued to witness volatility in financial and commodity

markets. The objective of HEINEKEN's market risk management is to manage and control market risk

exposures within acceptable boundaries.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	100

HEINEKEN enters into derivatives and other financial liabilities to manage market risks. Generally,

HEINEKEN seeks to apply hedge accounting or establish natural hedges to minimise the impact of

market risks in profit or loss. Foreign currency, interest rate and commodity hedging operations are

governed by internal policies and rules.

Foreign currency risk

HEINEKEN is exposed to:

■ Transactional risk on (future) sales, working capital, (future) purchases, deposits, borrowings and

dividends denominated in a currency other than the respective functional currencies of HEINEKEN

entities

■ Translational risk, which is the risk resulting from the translation of foreign operations into the

reporting currency of HEINEKEN

The main currencies that give rise to this risk are the US Dollar, Mexican Peso, Brazilian Real, British

Pound, Vietnamese Dong, South African Rand, Ethiopian Birr, Nigerian Naira and Euro. In 2024, the

transactional foreign exchange risk was hedged in line with the hedging policy to the extent possible.

The overall transactional and translational impact on the reported numbers of HEINEKEN was

negative.

In managing foreign currency risk, HEINEKEN aims to ensure the availability of foreign currencies

and to reduce the impact of short-term fluctuations on earnings. Over the longer term, however,

permanent changes in foreign exchange rates and the availability of foreign currencies, especially in

emerging markets, will have an impact on profit.

HEINEKEN hedges up to 90% of its net US Dollar export cash flows on the basis of rolling cash flow

forecasts of sales and purchases. Material cash flows in other foreign currencies are also hedged on

the basis of rolling cash flow forecasts. For this hedging, HEINEKEN mainly uses forward exchange

contracts. The majority of the forward exchange contracts have maturities of less than one year

after the balance sheet date.

HEINEKEN has a clear policy on hedging transactional exchange risks. Translation exchange risks are

hedged to a limited extent, as the underlying currency positions are generally considered to be long-

term in nature. The result of the hedging of translation risk, using net investment hedges is

recognised in the translation reserve, as can be seen in the consolidated statement of

comprehensive income.

HEINEKEN's policy is to hedge material recognised transactional exposure like trade payables,

receivables, borrowings and declared dividends. For material unrecognised transactional exposures

like forecasted sales in foreign currencies, HEINEKEN hedges the exposure between agreed

percentages according to the policy.

It is HEINEKEN’s policy to provide intra-HEINEKEN financing in the functional currency of

subsidiaries where possible to prevent foreign currency exposure on a subsidiary level. The resulting

exposure at Group level is hedged by means of foreign-currency denominated external debts and by

forward exchange contracts. Intra-HEINEKEN financing in foreign currencies is mainly in British

Pound, US Dollar and Swiss Franc. In some cases, HEINEKEN elects to treat intra-HEINEKEN

financing with a permanent character as equity and does not hedge the foreign currency exposure.

HEINEKEN has financial liabilities in foreign currencies like US Dollar and British Pound to hedge

local operations, which generate cash flows that have the same or closely correlated functional

currencies. The corresponding interest on these liabilities is also denominated in currencies that

match the cash flows generated by the underlying operations of HEINEKEN.

In respect of other monetary assets and liabilities denominated in currencies other than the

functional currencies of HEINEKEN, HEINEKEN ensures that its net exposure is kept to an acceptable

level by buying or selling foreign currencies at spot rates when necessary to address short-term

imbalances.

Exposure to foreign currency risk

Based on notional amounts, HEINEKEN's transactional exposure to the US Dollar and Euro as at

31 December is as follows. The Euro column relates to transactional exposure to the Euro within

subsidiaries which are reporting in other currencies. The amounts below include intra-HEINEKEN

cash flows.


		2024		2023
In millions	EUR	USD	EUR	USD
Financial assets	227	3,240	146	3,506
Financial liabilities	(2,217)	(3,433)	(2,373)	(3,323)
Gross balance sheet exposure	(1,990)	(193)	(2,227)	183
Estimated forecast sales next year	421	1,189	180	1,221
Estimated forecast purchases next year	(2,593)	(2,406)	(2,559)	(2,590)
Gross exposure	(4,162)	(1,410)	(4,606)	(1,186)
Net notional amounts foreign exchange contracts	598	669	573	697
Net exposure	(3,564)	(741)	(4,033)	(489)
Sensitivity analysis
Equity	(115)	38	(136)	66
Profit/(Loss)	(34)	(11)	(37)	(13)

The sensitivity analysis above shows the impact on equity and profit of a 10% strengthening of the

US Dollar against the Euro or, in the case of the Euro, a strengthening of the Euro against all other

currencies as at 31 December 2024. This analysis assumes that all other variables, in particular

interest rates, remain constant. In the case of a 10% weakening, the effects are equal but with an

opposite effect.

Interest rate risk

Interest rate risk is the risk that changes in market interest rates affect the fair value or cash flows of

a financial instrument. The most significant interest rate risk for HEINEKEN relates to borrowings

(note 11.3). The higher interest rate environment in certain emerging markets during 2024 resulted

in a higher average effective interest rate on the net debt position of HEINEKEN (note 11.3).

By managing interest rate risk, HEINEKEN aims to reduce the impact of short-term fluctuations on

earnings. Over the longer term, however, permanent changes in interest rates will have an impact on

profit.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	101

HEINEKEN opts for a mix of fixed and variable interest rate financial instruments like bonds,

commercial paper and bank loans, combined with the use of derivative interest rate instruments.

Currently, HEINEKEN’s interest rate position is more weighted towards fixed than floating. Interest

rate derivative instruments that can be used are (cross-currency) interest rate swaps, forward rate

agreements, caps and floors.

Interest rate risk – profile

At the reporting date, the interest rate profile of HEINEKEN’s interest-bearing financial instruments

is as follows:


In millions of €	2024	2023
Fixed rate instruments
Financial assets	391	222
Financial liabilities	(14,698)	(16,304)
	(14,307)	(16,082)

Variable rate instruments
Financial assets	2,690	2,765
Financial liabilities	(2,352)	(1,935)
	338	830

Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points in interest rates constantly applied during the reporting period would

not have a material impact on equity and profit or loss.

Commodity price risk

Commodity price risk is the risk that changes in the prices of commodities will affect HEINEKEN’s

cost. The objective of commodity price risk management is to manage and control commodity risk

exposures within acceptable parameters, giving forward guidance of key input costs to allow for

business planning. The main commodity exposure relates to the purchase of aluminium cans, glass

bottles, malt and utilities. Commodity price risk is in principle mitigated by negotiating fixed prices in

supplier contracts with various contract durations.

Another method to mitigate commodity price risk is by entering into commodity derivatives.

HEINEKEN enters into commodity derivatives for hedging aluminium and natural gas, and to a

certain extent other derivatives for commodities like fuel, corn and sugar. HEINEKEN does not enter

into commodity contracts other than to meet HEINEKEN’s expected usage and sale requirements.

Sensitivity analysis for aluminium hedges

Despite the increased prices of aluminium, a 10% change in the market price of aluminium would

not have a material impact on equity.

11.6 Derivative financial instruments

HEINEKEN uses derivatives in order to manage market risks. Refer to the table below for the fair

value of derivatives recorded on the balance sheet of HEINEKEN as per reporting date:


		2024		2023
In millions of €	Asset	Liability	Asset	Liability
Current	169	(52)	58	(132)
Non-current1	18	(7)	33	(4)
	187	(59)	91	(136)

1 Non-current derivative assets and liabilities are part of 'Other non-current assets' (note 8.5) and 'Other non-current liabilities'

respectively.

Generally, HEINEKEN seeks to apply hedge accounting or make use of natural hedges in order to

minimise profit and loss or cash flow volatility. Refer to the table below for derivatives that are used

in hedge accounting:


		2024		2023
In millions of €	Asset	Liability	Asset	Liability
No hedge accounting - Other	28	(14)	40	(32)
Cash flow hedge - Forwards	123	(27)	25	(71)
Cash flow hedge - Commodity forwards	36	(11)	23	(33)
Net investment hedge - CCIRS	—	(7)	3	—
	187	(59)	91	(136)

Cash flow hedges

The hedging of future, highly probable forecasted transactions are designated as cash flow hedges.

Cash flow hedges are entered into to cover commodity price risk and transactional foreign exchange

risk.

Net investment hedges

HEINEKEN hedges its investments in certain subsidiaries by entering into local currency-

denominated borrowings, forward contracts and cross-currency interest rate swaps, which mitigate

the foreign currency translation risk arising from the subsidiaries net assets. These borrowings,

forward contracts and swaps are designated as net investment hedges and fully effective, as such,

there was no ineffectiveness recognised in profit and loss in 2024 (2023: nil). As at 31 December

2024, the fair value of these borrowings was €123 million (2023: €120 million), the market value of

forward contracts was €0 million (2023: nil ) and the market value of these swaps was €7 million

negative (2023: €3 million positive).

Hedge effectiveness

Hedge effectiveness is determined at the start of the hedge relationship and periodically through a

prospective effectiveness assessment to ensure that an economic relationship exists between the

hedged item and the hedging instrument. This assessment is done qualitatively by comparing the


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	102

critical terms, and if needed quantitative assessments are done using hypothetical derivatives. For

the current hedges, no hedge ineffectiveness is expected.

Accounting policies

Derivative financial instruments are recognised initially at fair value. Subsequent accounting for

derivatives depends on whether or not the derivatives are designated as hedging instruments in a

cash flow, fair value or net investment hedge. Derivatives with positive fair values are recorded as

assets and negative fair values as liabilities. Refer to note 13.1 for fair value measurements.

Virtual power purchase agreements

Virtual power purchase agreements (such as power purchase agreements with a net settlement

mechanism and no physical delivery of energy) are accounted for at fair value and are included as

part of derivatives assets and liabilities. Reference is made to note 6.3 for the accounting policy on

power purchase agreements where the own-use exemption can be applied.

Cash flow hedge

Changes in the fair value of the hedging instrument are recognised in other comprehensive income

and presented in the hedging reserve within equity to the extent that the hedge is effective. The

ineffective part is recognised as other net finance income/(expense). When the hedged risk impacts

the profit or loss, the amounts previously recognised in other comprehensive income are recycled

through other comprehensive income and transferred to the same item in the profit or loss as the

hedged item. When the hedged risk subsequently results in a non-financial asset or liability (e.g.

inventory or P,P&E), the amount previously recognised in the cash flow hedge reserve is directly

included in its carrying amount and does not affect other comprehensive income.

Net investment hedge

The fair value changes of derivatives used in net investment hedges are recognised in other

comprehensive income and presented within equity in the translation reserve. Any ineffectiveness is

recognised in profit or loss.

12. Tax

12.1 Income tax expense

Recognised in profit or loss


In millions of €	2024	2023
Current tax expense
Current year1	963	982
Under/(over) provided in prior years	52	(10)
	1,015	972
Deferred tax expense
Origination and reversal of temporary differences, tax losses and tax credits	(132)	(147)
De-recognition/(recognition) of deferred tax assets	1	(674)
Effect of changes in tax rates	2	(4)
Under/(over) provided in prior years	(40)	(26)
	(169)	(851)
Total income tax expense in profit or loss	846	121

1 The group’s current tax expense related to Pillar Two income taxes is €10 million.

Reconciliation of the effective tax rate


In millions of €	2024	2023
Profit before income tax	2,007	2,522
Share of profit of associates and joint ventures	705	(218)
Profit before income tax excluding share of profit of associates and joint ventures	2,712	2,304


	%	2024	%	2023
Income tax using the Company’s domestic tax rate	25.8	700	25.8	594
Effect of tax rates in foreign jurisdictions	0.2	5	(0.7)	(15)
Effect of non-deductible expenses	4.4	118	11.9	275
Effect of tax incentives and exempt income	(3.4)	(92)	(7.8)	(181)
De-recognition/(recognition) of deferred tax assets	—	1	(29.3)	(674)
Effect of unrecognised current year losses	1.5	43	2.4	55
Effect of changes in tax rates	0.1	2	(0.2)	(4)
Withholding taxes	2.3	61	4.0	93
Under/(over) provided in prior years	0.4	12	(1.5)	(36)
Other reconciling items	(0.1)	(4)	0.6	14
	31.2	846	5.2	121


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	103

The higher effective tax rate in 2024 includes the impact of the tax law changes in Brazil that came

into effect on 1 January 2024, as well as additional provisions required for uncertain tax positions.

The significantly lower effective tax rate in 2023 included the benefit from additional DTA

recognition in Brazil. For the income tax impact on items recognised in other comprehensive income

and equity, refer to note 12.3.

12.2 Deferred tax assets and liabilities

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following items:


	Assets		Liabilities		Net
In millions of €	2024	2023	2024	2023	2024	2023
Property, plant and equipment	168	162	(983)	(988)	(815)	(826)
Intangible assets	41	42	(2,113)	(2,166)	(2,072)	(2,124)
Investments	90	81	(7)	(7)	83	74
Inventories	58	63	(34)	(36)	24	27
Borrowings	477	399	(43)	(1)	434	398
Post-retirement obligations	201	209	(31)	(30)	170	179
Provisions	379	396	(19)	(9)	360	387
Other items	247	320	(204)	(210)	43	110
Tax losses carried forward	899	854	(17)	—	882	854
Tax assets/(liabilities)	2,560	2,526	(3,451)	(3,447)	(891)	(921)
Set-off of tax	(1,296)	(1,234)	1,296	1,234	—	—
Net tax assets/(liabilities)	1,264	1,292	(2,155)	(2,213)	(891)	(921)

Of the total net deferred tax assets of €1,264 million as at 31 December 2024 (2023: €1,292

million), €226 million (2023: €72 million) is recognised in respect of subsidiaries in various countries

where there have been losses in the current or preceding period. Management’s projections support

the assumption that it is probable that the results of future operations will generate sufficient

taxable income to utilise these deferred tax assets. This judgement is performed annually and based

on budgets and business plans for the coming years, including planned commercial initiatives.

No deferred tax liability has been recognised in respect of undistributed earnings of subsidiaries,

joint ventures and associates, with an impact of €668 million (2023: €743 million). This is because

HEINEKEN is able to control the timing of the reversal of the temporary differences, and it is

probable that such differences will not reverse in the foreseeable future.

Tax losses carried forward

HEINEKEN has tax losses carried forward of €4,196 million as at 31 December 2024 (2023: €4,011

million), out of which €256 million (2023: €294 million) expires in the following five years, €549

million (2023: €162 million) will expire after five years and €3,391 million (2023: €3,555 million) can

be carried forward indefinitely. Deferred tax assets have not been recognised in respect of tax losses

carried forward of €1,206 million (2023: €1,076 million) as it is not probable that taxable profit will

be available to offset these losses. Out of this €1,206 million (2023: €1,076 million), €163 million

(2023: €142 million) expires in the following five years, €69 million (2023: €13 million) will expire

after five years and €974 million (2023: €921 million) can be carried forward indefinitely.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	104

Movement in deferred tax balances during the year


In millions of €	1 January 2024	Hyperinflation restatement to 1 January 2024	Changes in consolidation	Hyperinflation adjustment	Effect of movements in foreign exchange	Recognised in income	Recognised in OCI/equity	Transfers	31 December 2024
Property, plant and equipment	(826)	—	—	(18)	70	(18)	—	(23)	(815)
Intangible assets	(2,124)	—	—	—	(25)	65	—	12	(2,072)
Investments	74	—	—	—	(9)	17	—	1	83
Inventories	27	—	—	(3)	3	(3)	—	—	24
Borrowings	398	—	—	—	63	1	—	(28)	434
Post-retirement obligations	179	—	—	—	(1)	12	(20)	—	170
Provisions	387	—	—	—	(38)	14	—	(3)	360
Other items	110	—	—	(1)	(44)	(24)	(50)	52	43
Tax losses carried forward	854	—	—	—	(82)	105	(1)	6	882
Net tax assets/(liabilities)	(921)	—	—	(22)	(63)	169	(71)	17	(891)


In millions of €	1 January 2023	Hyperinflation restatement to 1 January 2023	Changes in consolidation	Hyperinflation adjustment	Effect of movements in foreign exchange	Recognised in income	Recognised in OCI/equity	Transfers	31 December 2023
Property, plant and equipment	(688)	(35)	(104)	(17)	46	(46)	(1)	19	(826)
Intangible assets	(2,011)	(2)	(227)	(1)	48	83	—	(14)	(2,124)
Investments	51	—	(3)	—	5	21	—	—	74
Inventories	54	(2)	(39)	(3)	1	15	—	1	27
Borrowings	312	—	—	—	93	(1)	—	(6)	398
Post-retirement obligations	184	—	(6)	—	(4)	(15)	20	—	179
Provisions	287	—	7	—	10	81	—	2	387
Other items	(57)	—	1	—	(12)	192	(11)	(3)	110
Tax losses carried forward	348	—	2	—	(24)	521	(1)	8	854
Net tax assets/(liabilities)	(1,520)	(39)	(369)	(21)	163	851	7	7	(921)


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	105

Accounting estimates and judgements

The tax legislation in the countries in which HEINEKEN operates is often complex and subject to

interpretation. In determining the current and deferred income tax position, judgement is required.

New information may become available that causes HEINEKEN to change its judgement regarding

the adequacy of existing tax liabilities; such changes to tax liabilities will impact the income tax

expense in the period that such a determination is made.

Accounting policies

Income tax comprises current and deferred tax. Current tax is the expected income tax payable or

receivable in respect of taxable income or loss for the year, using tax rates enacted or substantively

enacted at the balance sheet date, and any adjustment to income tax payable in respect of previous

years.

HEINEKEN is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted

in the Netherlands and has come into effect from 1 January 2024. Under the legislation, a top-up

tax for the difference between the Global Anti-Base Erosion Rules (GloBE) effective tax rate per

jurisdiction and the 15% minimum rate is introduced. This top-up tax is considered an income tax in

scope of IAS 12. HEINEKEN applies the exception to recognising and disclosing information about

deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments

to IAS 12 issued in May 2023.

Deferred tax is a tax payable or receivable in the future and is recognised in respect of temporary

differences between the carrying amounts of assets and liabilities for financial reporting purposes

and their tax bases. Deferred tax is not recognised on temporary differences related to:

■ The initial recognition of assets or liabilities in a transaction that is not a business combination

and that affects neither accounting nor taxable profit or loss

■ Investments in subsidiaries, associates and joint ventures to the extent that HEINEKEN is able to

control the timing of the reversal of the temporary differences and it is probable (>50% chance)

that they will not reverse in the foreseeable future

■ The initial recognition of non-deductible goodwill

The amount of deferred tax provided is based on the expected manner of recovery or settlement of

the carrying amount of assets and liabilities, using tax rates (substantively) enacted, at year-end.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be

available against which they can be utilised.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax

liabilities and assets, and they relate to income taxes levied by the same tax authority on the same

taxable entity, or on different taxable entities which intend either to settle current tax liabilities and

assets on a net basis or to realise the assets and settle the liabilities simultaneously.

Current and deferred tax are recognised in the income statement (refer to note 12.1), except when it

relates to a business combination or for items directly recognised in equity or other comprehensive

income (refer to note 12.3).

12.3 Income tax on other comprehensive income and equity


	2024			2023
In millions of €	Amount before tax	Tax	Amount net of tax	Amount before tax	Tax	Amount net of tax
Items that will not be reclassified to profit or loss:
Remeasurement of post- retirement obligations1	88	(20)	68	(85)	19	(66)
Net change in fair value through OCI investments	(11)	2	(9)	(5)	—	(5)
Items that may be subsequently reclassified to profit or loss:
Currency translation differences	(666)	99	(567)	(288)	118	(170)
Change in fair value of net investment hedges	14	—	14	(28)	—	(28)
Change in fair value of cash flow hedges	242	(76)	166	(179)	44	(135)
Cash flow hedges reclassified to profit or loss2	(12)	3	(9)	14	(2)	12
Net change in fair value through OCI investments	1	—	1	2	(1)	1
Cost of hedging	(1)	—	(1)	2	—	2
Share of other comprehensive income of associates/joint ventures	59	—	59	(75)	—	(75)
Other comprehensive income/(loss)	(286)	8	(278)	(642)	178	(464)

1 Refer to note 9.1.

2 An amount of €21 million (2023: €53 million loss) relates to tax on realised hedge results from non-financial assets reported directly

in equity.

13. Other

13.1 Fair value

In this note, more information is disclosed regarding the fair value and the different methods of

determining fair values.

Financial instruments – hierarchy

The financial instruments included on the HEINEKEN statement of financial position are measured

at either fair value or amortised cost. To measure the fair value, HEINEKEN generally uses external

valuations with market inputs. The measurement of fair value can be subjective in some cases and

may be dependent on inputs used in the calculations. The different valuation methods are referred

to as ‘hierarchies’ as described below.

■ Level 1 – The fair value is determined using quoted prices (unadjusted) in active markets for

identical assets or liabilities.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	106

■ Level 2 – The fair value is calculated using inputs other than quoted prices included within level 1

that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is,

derived from prices).

■ Level 3 – The fair value is determined using inputs for the asset or liability that are not based on

observable market data (unobservable inputs).

The following table shows the carrying amounts and fair values of financial assets and liabilities

according to their fair value hierarchy.


		Carrying amount	Fair value
In millions of €	Note		Level 1	Level 2	Level 3
Fair value through OCI investments	8.4, 8.5	181	37	—	144
Non-current derivative assets	11.6	18	—	1	17
Current derivative assets	11.6	169	—	169	—
Total 2024		368	37	170	161
Total 2023		272	34	70	168

Non-current derivative liabilities	11.6	(7)	—	(7)	—
Borrowings1	11.3	(14,405)	(13,088)	(788)	—
Current derivative liabilities	11.6	(52)	—	(52)	—
Total 2024		(14,464)	(13,088)	(847)	—
Total 2023	11.3	(14,871)	(13,465)	(830)	—

1 Borrowings excluding lease liabilities, deposits, bank overdrafts and other interest-bearing liabilities.

Refer to the table below for detail of the determination of level 3 fair value measurements as at

31 December:


In millions of €	2024	2023
Balance as at 1 January	168	158
Fair value adjustments recognised in other comprehensive income	(13)	(5)
Consolidation changes	—	36
Additions	30	—
Disposals	(20)	(4)
Fair value adjustments recognised in profit and loss	(4)	(17)
Balance as at 31 December	161	168

The fair values for the level 3 fair value through OCI investments are based on the financial

performance of the investments and the market multiples of comparable equity securities.

Accounting estimates

The different methods applied by HEINEKEN to determine the fair value require the use of

estimates.

Investments in equity securities

The fair value of financial assets at fair value through profit or loss and fair value through OCI is

determined by reference to their quoted closing bid price at the reporting date or, if unquoted,

determined using an appropriate valuation technique. These valuation techniques maximise the use

of observable market data where available.

Derivative financial instruments

The fair value of derivative financial instruments is based on their listed market price, if available. If

a listed market price is not available, fair value is in general estimated by discounting the difference

between the cash flows based on contractual price and the cash flows based on the current price for

the residual maturity of the contract using observable interest yield curves, basis spread and foreign

exchange rates. These calculations are tested for reasonableness by comparing the outcome of the

internal valuation with the valuation received from the counterparty. Fair values include the

instrument’s credit risk and adjustments to take account of the credit risk of the HEINEKEN entity

and counterparty when appropriate.

Non-derivative financial instruments

Fair value, which is determined for disclosure purposes or when fair value hedge accounting is

applied, is calculated based on the present value of future principal and interest cash flows,

discounted at the market rate of interest at the reporting date. Fair values include the instrument’s

credit risk and adjustments to take account of the credit risk of the HEINEKEN entity and

counterparty when appropriate.

13.2 Off-balance sheet commitments

The raw materials purchase contracts mainly relate to malt, bottles and cans which are used in the

production and sale of finished products.


In millions of €	Total 2024	Less than 1 year	1-5 years	More than 5 years	Total 2023
Property, plant and equipment ordered	471	463	7	1	836
Raw materials purchase contracts	14,260	4,937	8,092	1,231	13,442
Marketing and merchandising commitments	1,450	692	743	15	982
Other off-balance sheet obligations	2,171	477	902	792	2,197
Off-balance sheet obligations	18,352	6,569	9,744	2,039	17,457
Undrawn committed bank facilities	4,317	528	3,789	—	4,188

Other off-balance sheet obligations include energy, distribution and service contracts.

Committed bank facilities are credit facilities on which generally a commitment fee is paid as

compensation for the bank’s requirement to reserve capital. The bank is legally obliged to provide

the facility under the terms and conditions of the agreement.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	107

Accounting policies

Off-balance sheet commitments are reported on an undiscounted basis.

Raw materials purchase contracts

Raw material purchase contracts include long-term purchase contracts with suppliers in which prices

are fixed or will be agreed upon based upon predefined price formulas.

13.3 Related parties

Identification of related parties

The following parties are considered to be related to Heineken Holding N.V.:

■ Its Board of Directors

■ The Executive Board and Supervisory Board of Heineken N.V.

■ L’Arche Green N.V.

■ L'Arche Holding B.V.

■ Stichting Administratiekantoor Priores

■ Associates and Joint ventures of Heineken N.V.

■ HEINEKEN pension funds (refer to note 9.1)

■ Employees of HEINEKEN (refer to note 6.4)

Heineken Holding N.V.'s ultimate controlling party is C.L. de Carvalho-Heineken. For the structure of

HEINEKEN reference is made to the Report of the Board of Directors, page 11.

The shares in Heineken Holding N.V. held by Heineken N.V. are recognised as treasury shares, in the

reserve for own shares (refer to note 11.4).

Board of Directors of Heineken Holding N.V. remuneration

The individual members of the Board of Directors received the following remuneration from

Heineken Holding N.V.:


In thousands of €	2024	2023
C.L. de Carvalho-Heineken	115	90
M.R. de Carvalho	115	90
Total remuneration executive members	230	180
M. Das	150	120
C.M. Kwist	115	90
A.A.C. de Carvalho	115	90
A.M. Fentener van Vlissingen	115	90
L.L.H. Brassey	115	90
J.F.M.L. van Boxmeer	115	90
J.A. Fernández Carbajal1	—	23
C.A.G. de Carvalho2	—	27
Total remuneration non-executive members	725	620
Total remuneration	955	800

1 Resigned on and as per 15 February 2023.

2 Appointed as non-executive director of Heineken Holding N.V. as of 22 April 2022 and resigned as per 20 April 2023.

Refer to the Remuneration Report on page 49 and further.

As at 31 December 2024, the Board of Directors represented 153.334.962 shares in the Company

(31 December 2023: 153.334.962 shares).

Heineken N.V. key management remuneration


In millions of €	2024	2023
Executive Board of Heineken N.V.	14	7
Supervisory Board of Heineken N.V.	2	1
Total	16	8


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	108

Executive Board of Heineken N.V. remuneration

The remuneration of the members of the Executive Board of Heineken N.V. consists of a fixed

component and a variable component. The variable component is made up of a Short-term

Incentive (STI) and a Long-term Incentive (LTI). The STI is based on financial and operational

measures (75%) and on individual leadership measures (25%) as set by the Supervisory Board of

Heineken N.V. at the beginning of the year. Refer to note 6.5 for information related to the LTI

component. Also refer to the separate Remuneration Report in the Heineken N.V. Annual Report

2024.

As at 31 December 2024, Mr. R.G.S. van den Brink held 74,328 Heineken N.V. shares and

Mr. H.P.J van den Broek held 43,681 Heineken N.V. shares (2023: Mr. R.G.S. van den Brink 50,721 and

Mr. H.P.J van den Broek 28,846).


	2024			2023
In thousands of €	R.G.S. van den Brink	H.P.J. van den Broek	Total	R.G.S. van den Brink	H.P.J. van den Broek	Total
Fixed salary	1,398	950	2,348	1,300	884	2,184
Short-term incentive	3,291	1,641	4,932	346	168	514
Matching share entitlement	1,408	702	2,110	155	75	230
Long-term incentive	2,517	1,397	3,914	1,725	1,036	2,761
Extraordinary share award	—	38	38	—	487	487
Pension contributions	355	275	630	323	252	575
Other emoluments	30	—	30	30	—	30
Total	8,999	5,003	14,002	3,879	2,902	6,781

The matching share entitlements for each year are based on the performance in that year. The

Executive Board members of Heineken N.V. receive 25% of their STI pay in (investment) shares. In

addition, they have the opportunity to indicate before year-end whether they wish to receive up to

another 25% of their STI in (investment) shares. All (investment) shares are restricted for sale for five

calendar years, after which they are matched 1:1 by (matching) shares. For 2024 the Executive

Board members of Heineken N.V. elected to receive additional (investment) shares, hence the

‘Matching share entitlement’ in the table above is based on a 50% investment. The corresponding

matching shares vest immediately and as such a fair value of €2.1 million was recognised in the

2024 income statement. The matching share entitlements are not dividend-bearing during the five-

calendar year holding period of the investment shares. Therefore, the fair value of the matching

share entitlements has been adjusted for missed expected dividends by applying a discount based

on the dividend policy and vesting period.

Supervisory Board of Heineken N.V. remuneration

The individual members of the Supervisory Board of Heineken N.V. received the following

remuneration:


In thousands of €	2024	2023
R.J.M.S. Huët	305	231
J.A. Fernández Carbajal1	—	33
M. Das	115	130
M.R. de Carvalho	200	141
P. Mars Wright	215	144
M. Helmes	195	146
R.L. Ripley	220	148
N. Paranjpe	173	119
F.J. Camacho Beltrán1	—	28
I.H. Arnold2	—	55
L.J. Hijmans van den Bergh3	190	83
B. Pardo3	178	91
P.T.F.M. Wennink4	138	—
Total	1,929	1,349

1 Stepped down on 15 February 2023.

2 Stepped down on 20 April 2023.

3 Appointed on 20 April 2023.

4 Appointed on 25 April 2024.

Mr. J.M. Huët held 3,719 shares of Heineken Holding N.V. as at 31 December 2024 (2023: 3,719

shares). Mr. M.R. de Carvalho held 100,008 shares of Heineken N.V. as at 31 December 2024 (2023:

100,008 shares). As at 31 December 2024 and 2023, the Supervisory Board members did not hold

any of the Company’s bonds or option rights. Mr. M.R. de Carvalho held 100,008 shares of Heineken

Holding N.V. as at 31 December 2024 (2023: 100,008 shares).


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	109

Other related party transactions


	Associates & Joint Ventures		FEMSA1		Total
In millions of €	2024	2023	2024	2023	2024	2023
Sales	647	563	—	74	647	637
Purchase	185	198	—	33	185	231

Accounts receivables	205	166	—	—	205	166
Accounts payables and other liabilities	57	19	—	—	57	19

1 Sales and purchases until 17 February 2023 when FEMSA ceased to be a shareholder with significant influence.

There are no significant transactions with L'Arche Green N.V., L'Arche Holding B.V. and Stichting

Administratiekantoor Priores.

13.4 HEINEKEN entities

Control of HEINEKEN

The shares of the Company are traded on Euronext Amsterdam.

Heineken Holding N.V. holds an interest in Heineken N.V. of 50.005% of the issued capital (being

50.966% ( 2023: 50.94%) of the outstanding capital following the purchase of own shares by

Heineken N.V.).

L’Arche Green N.V. holds 53.171% (2023: 53.171%) of the issued capital of Heineken Holding N.V.

shares.

The Heineken family has an interest of 88.98% (2023: 88.98%) in L’Arche Green N.V.

Mrs C.L. de Carvalho-Heineken also owns a direct 0.03% stake in Heineken Holding N.V.

A declaration of joint and several liability pursuant to the provisions of Section 403, Part 9, Book 2, of

the Dutch Civil Code has been issued with respect to legal entities established in the Netherlands.

The list of the legal entities for which the declaration has been issued is disclosed in the Heineken

N.V. stand-alone financial statements.

Pursuant to the provisions of Section 357 of the Republic of Ireland Companies Act 2014,

Heineken N.V. irrevocably guarantees, in respect of the financial year from 1 January 2024 up to and

including 31 December 2024, the liabilities referred to in Schedule 3 of the Republic of Ireland

Companies Act 2014 of the wholly-owned subsidiary companies Heineken Ireland Limited, Heineken

Ireland Sales Limited, Beamish & Crawford Limited and Comans Beverages Limited.

Significant subsidiaries of Heineken N.V.

Set out below are Heineken N.V.’s significant subsidiaries at 31 December 2024. The subsidiaries as

listed below are held by Heineken N.V. and the proportion of ownership interests held equals the

proportion of the voting rights held by HEINEKEN. The disclosed significant subsidiaries represent

the largest subsidiaries and represent an approximate total revenue of €21 billion and total asset

value of €34 billion and are structural contributors to the business.

There were no significant changes to the HEINEKEN structure and ownership interests.


	Percentage of ownership
	Country of incorporation	2024	2023
Heineken International B.V.	The Netherlands	100.0	100.0
Heineken Brouwerijen B.V.	The Netherlands	100.0	100.0
Heineken Nederland B.V.	The Netherlands	100.0	100.0
Cuauhtémoc Moctezuma Holding, S.A. de C.V.	Mexico	100.0	100.0
CKBR Bebidas Ltda.1	Brazil	100.0	—
Cervejarias Kaiser Brasil Ltda.1	Brazil	—	100.0
Bavaria Ltda.1	Brazil	—	100.0
Heineken France S.A.S.	France	100.0	100.0
Nigerian Breweries Plc.	Nigeria	72.9	56.7
Heineken USA Inc.	United States	100.0	100.0
Heineken UK Ltd	United Kingdom	100.0	100.0
Heineken España S.A.	Spain	99.8	99.8
Heineken Italia S.p.A.	Italy	100.0	100.0
Brau Union Österreich AG	Austria	100.0	100.0
Grupa Żywiec S.A.	Poland	100.0	100.0
Heineken Vietnam Brewery Limited Company	Vietnam	60.0	60.0
SCC - Sociedade Central de Cervejas e Bebidas S.A.	Portugal	100.0	100.0
United Breweries Limited	India	61.5	61.5
Heineken Beverages (South Africa) Proprietary Limited	South Africa	65.0	65.0

1 Cervejarias Kaiser Brasil Ltda. and Bavaria Ltda. merged during 2024 and the legal name of the merged entity is CBKR Bebidas Ltda.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	110

13.5 Subsequent events

Heineken Holding N.V. intends to implement a two-year programme to repurchase own shares for an

amount up to circa €750 million. Heineken N.V. intends to simultaneously execute a share buyback

programme for an aggregate amount of €1.5 billion. Heineken Holding N.V. intends to participate pro

rata to its shareholding in Heineken N.V.’s share buyback programme. Heineken Holding N.V.’s share

buyback programme will be executed within the authority granted by the Annual General Meeting of

Shareholders on 25 April 2024 and the authority granted by future general meetings. All shares

repurchased under the programme will be cancelled. The share buyback programme may be

suspended, modified, or discontinued at any time.

Statement of the Board of Directors

The members of the Board of Directors signed the financial statements in order to comply with their

statutory obligation pursuant to Section 101, subsection 2, Book 2, of the Dutch Civil Code and

Article 5.25c, paragraph 2 sub c, of the Financial Markets Supervision Act.

Amsterdam, 11 February 2025

Board of Directors

Mr M. Das , non-executive director (Chair)

Mrs C.L. de Carvalho-Heineken, executive director

Mr M.R. de Carvalho , executive director

Mrs C.M. Kwist, non-executive director

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

Mrs A.M. Fentener van Vlissingen, non-executive director

Mrs L.L.H. Brassey, non-executive director

Mr J.F.M.L. van Boxmeer, non-executive director


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	111

OTHER

INFORMATION


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	112

Appropriation of Results

The relevant provisions of the Articles of Association concerning appropriation of profit are as

follows:

■ Article 10, paragraph 4: Profit distributions may only be made if the shareholders’ equity of the

company exceeds the sum of the paid-up and called portion of the issued capital and the reserves

prescribed by law.

■ Article 10, paragraph 6: Out of the profit as shown by the income statement adopted by the

general meeting, the shareholders shall be paid the same dividend per share as paid by

Heineken N.V. for the year concerned, having due regard to the provisions of paragraph 4. If and

to the extent that the dividend paid by Heineken N.V. is in the form of a stock dividend, the

dividend paid to the shareholders shall also be in the form of a stock dividend. The remainder shall

be appropriated to the reserves. The general meeting shall be authorised to make distributions

from the reserves.

Independent Auditor’s Report

To the Annual General Meeting of Heineken Holding N.V.

Report on the audit of the financial statements for the year ended

December 31, 2024 included in the annual report

We have audited the financial statements for the year ended December 31, 2024 of Heineken

Holding N.V. (“the Company”), based in Amsterdam, the Netherlands. The financial statements

comprise the Consolidated Financial Statements and the Company Financial Statements.

In our opinion:

■ The accompanying Consolidated Financial Statements give a true and fair view of the financial

position of Heineken Holding N.V. as at December 31, 2024, and of its result and its cash flows for

the year ended December 31, 2024 in accordance with International Financial Reporting

Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch

Civil Code.

■ The accompanying Company Financial Statements give a true and fair view of the financial

position of Heineken Holding N.V. as at December 31, 2024, and of its result for the year ended

December 31, 2024 in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The Consolidated Financial Statements comprise:

1. The Consolidated Statement of Financial Position as at December 31, 2024.

2. The following statements for 2024: the Consolidated Income Statement, the Consolidated

Statements of Other Comprehensive Income, the Consolidated Statement of Cash Flows, and the

Consolidated Statement of Changes in Equity.

3. The Notes to the Consolidated Financial Statements comprising material accounting policy

information and other explanatory information.

The Company Financial Statements comprise:

1. The Company Balance Sheet as at December 31, 2024.

2. The Company Income Statement for the year ended December 31, 2024.

3. The Notes comprising a summary of the accounting policies and other explanatory information.

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.

Our responsibilities under those standards are further described in the 'Our responsibilities for the

audit of the financial statements' section of our report.

We are independent of Heineken Holding N.V. in accordance with the EU Regulation on specific

requirements regarding statutory audit of public-interest entities, the Wet toezicht

accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de

onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional

Accountants, a regulation with respect to independence) and other relevant independence

regulations in the Netherlands. Furthermore, we have complied with the Verordening gedrags- en

beroepsregels accountants (VGBA, Dutch Code of Ethics for Professional Accountants).


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	113

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

Information in support of our opinion

We designed our audit procedures in the context of our audit of the financial statements as a whole

and in forming our opinion thereon. The following information in support of our opinion was

addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

Materiality

Based on our professional judgement we determined the materiality for the financial statements as

a whole at EUR 240 million (2023: EUR 220 million). The materiality is based on 7% of normalized

profit before tax (2023: 6,5%). In this respect, profit before tax was normalized for restructuring

provisions, losses on disposals and impairments, including the EUR 874 million impairment

recognized against investments in associates and joint ventures (Note 10.3). We have also taken

into account misstatements and/or possible misstatements that in our opinion are material for the

users of the financial statements for qualitative reasons.

Audits of group entities (components) were performed using materiality levels determined by the

judgement of the group audit team, having regard to the materiality of the Consolidated Financial

Statements. Component materiality for our two largest components was EUR 84 million (2023: EUR

77 million), and our materiality for the other components did not exceed EUR 75 million (2023: EUR

69 million).

We agreed with the Board of Directors that misstatements in excess of EUR 12 million, which are

identified during the audit, would be reported to them, as well as smaller misstatements that in our

view must be reported on qualitative grounds.

Scope of the group audit

Heineken Holding N.V. is at the head of a group of entities. The financial information of this group is

included in the Consolidated Financial Statements of Heineken Holding N.V.

Because we are ultimately responsible for the opinion, we are responsible for directing, supervising,

and performing the group audit. In this respect we have determined the nature and extent of the

audit procedures to be carried out on the entities. Our group audit is mainly focused on significant

group entities in terms of size and financial interest or where significant risks or complex activities

were present, leading to full audits performed for 27 (2023: 27 components) components, including

2 non-consolidated components.

We have performed audit procedures ourselves at Heineken Holding N.V., corporate entities, and

certain operations in the Netherlands. Furthermore, we performed audit procedures at group level on

areas such as consolidation, disclosures, impairment testing for intangible assets (including goodwill)

and non-current assets held for sale, joint ventures, financial instruments, acquisitions, and

divestments. Specialists were involved amongst others in the areas of treasury, information

technology, forensics, tax, accounting, pensions, and valuations. For the selected component audit

teams, the group audit team provided detailed written instructions, which, in addition to

communicating our requirements of component audit teams, also detailed significant audit areas

and information obtained centrally relevant to the audit of individual components, including

awareness for risks related to management override of controls.

Furthermore, we developed a plan for directing, supervising and reviewing each component audit

team based on its relative significance and specific risk characteristics. Our directing, supervising and

reviewing procedures included (virtual) meetings with the component auditor and component

management and physical or remote working paper reviews for The Netherlands, United Kingdom,

France, Spain, Italy, Austria, Poland, Brazil, Mexico, USA, Nigeria, Vietnam, South Africa (Heineken

Beverages), India (UBL), Greece, Ethiopia, Burundi, DRC, Indonesia, Portugal, Jamaica and Malaysia.

We also reviewed component audit team deliverables for the countries listed above and the

additional countries in scope to gain a sufficient understanding of the work performed based on our

instructions. The nature, timing and extent of our directing, supervising and reviewing procedures

varied based on both quantitative and qualitative considerations. For smaller components, we have

performed review procedures or specific audit procedures.

By performing the procedures mentioned above at group entities, together with additional

procedures at group level, we have been able to obtain sufficient and appropriate audit evidence

about the group's financial information to provide an opinion on the Consolidated Financial

Statements.


	Net Revenue		PBT		Assets

2024: 20%

2023: 15%

2024: 80%

2023: 85%

2024: 80%

2023: 76%

2024: 20%

2023: 24%

2024: 13%

2023: 11%

2024: 87%

2023: 89%


		Tier 1/2/3

		Remaining

Audit approach fraud risks

In accordance with Dutch Standards on Auditing, we are responsible for obtaining reasonable

assurance that the financial statements taken as a whole are free from material misstatements,

whether due to fraud or error. Inherent to our responsibilities for the audit of the financial

statements, there is an unavoidable risk that material misstatements go undetected, even though

the audit is planned and performed in accordance with Dutch law. The risk of undetected material

misstatements due to fraud is even higher, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control. Also, we are not responsible for the

prevention and detection of fraud and non-compliance with all laws and regulations. Our audit

procedures differ from a forensic or legal investigation, which often has a more in-depth character.

We identified and assessed the risks of material misstatements of the financial statements due to

fraud. During our audit we obtained an understanding of the entity and its environment and the


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	114

components of the system of internal control, including the risk assessment process and

management's process for responding to the risks of fraud and monitoring the system of internal

control and how the Board of Directors exercises oversight, as well as the outcomes. We refer to

section Risk Management of the Board of Directors report for the Board of Directors’ fraud risk

assessment. We note that management regularly updates its risk assessment including fraud and

updates its risk and control framework.

We evaluated the design and relevant aspects of the system of internal control and in particular the

fraud risk assessment, as well as the Code of Business Conduct, Speak Up policy, third party

screening and incident registrations. We evaluated the design and the implementation and, where

considered appropriate, tested the operating effectiveness, of internal controls designed to mitigate

fraud risks. Further, for certain selected speak up cases, we evaluated management’s response and

remedial actions and measures.

As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to

financial reporting fraud, misappropriation of assets and bribery and corruption in close co-operation

with our forensic specialists. We evaluated whether these factors indicate that a risk of material

misstatement due to fraud is present.

Following these procedures, and the presumed risks under the prevailing audit standards, we

considered fraud risks related to management override of controls and the occurrence of revenue

recognition for specific components. Our audit procedures to respond to fraud risks include, amongst

others, an evaluation of relevant internal controls, supplementary substantive audit procedures,

detailed testing of journal entries and post-closing adjustments based on supporting

documentation. Data analytics, including selection of journal entries based on risk-based

characteristics, form part of our audit approach to address the identified fraud risk.

Additionally, we performed further procedures including, among others, the following:

• We incorporated elements of unpredictability in our audit. We also considered the outcome of our

other audit procedures and evaluated whether any findings were indicative of fraud or non-

compliance.

• We considered available information and made enquiries of relevant key management personnel

and the Board of Directors.

• We tested the appropriateness of journal entries recorded in the general ledger and other

adjustments made in the preparation of the financial statements.

• We evaluated whether the selection and application of accounting policies by the group,

particularly those related to subjective measurements and complex transactions, may be

indicative of fraudulent financial reporting.

• We evaluated whether the judgments and decisions made by the Board of Directors in making the

accounting estimates included in the financial statements indicate a possible bias that may

represent a risk of material misstatement due to fraud. The Board of Directors’ insights, estimates

and assumptions that might have a major impact on the financial statements are disclosed in

note 3 of the Financial Statements.

• We performed a retrospective review of management judgments and assumptions related to

significant accounting estimates reflected in prior year financial statements.

• We performed direction, supervision and review procedures on the instructed procedures

performed by the component audit team on revenue recognition.

Certain management estimates and judgements are considered most significant to our audit.

Reference is made to the section 'Our key audit matters' for further details on those estimates and

judgements.

Audit approach compliance with laws and regulations

We assessed the laws and regulations relevant to the entity through discussion with, amongst

others, the Board of Directors, Group Legal Counsel, and those charged with governance, reading

minutes of board meetings and reports of internal audit.

We involved our forensic specialists in this evaluation.

As a result of our risk assessment procedures, and while realizing that the effects from non-

compliance could considerably vary, we considered the following laws and regulations: adherence to

(corporate) tax laws and financial reporting regulations, the requirements under the International

Financial Reporting Standards as adopted by the European Union (EU-IFRS) and Part 9 of Book 2 of

the Dutch Civil Code with a direct effect on the financial statements as an integrated part of our

audit procedures, to the extent material for the financial statements from a quantitative and

qualitative perspective.

We obtained sufficient appropriate audit evidence regarding provisions of those laws and

regulations generally recognized to have a direct effect on the financial statements.

Apart from these, Heineken Holding N.V. is subject to other laws and regulations where the

consequences of non-compliance could have a material effect on amounts and/or disclosures in the

financial statements, for instance, through imposing fines or litigation.

Given the nature and complexity of Heineken Holding N.V.’s business, we considered the risk of non-

compliance in the areas of competition, data protection, human rights, tax and other applicable laws

and regulations. In addition, we considered major laws and regulations applicable to listed

companies.

Our procedures are more limited with respect to laws and regulations that do not have a direct effect

on the determination of the amounts and disclosures in the financial statements. Compliance with

these laws and regulations may be fundamental to the operating aspects of the business, to

Heineken Holding N.V.’s ability to continue its business, or to avoid material penalties (e.g.,

compliance with the terms of operating licenses and permits or compliance with environmental

regulations, anti-competition laws, sanctions and trade laws) and therefore non-compliance with

such laws and regulations may have a material effect on the financial statements. Our responsibility

is limited to undertaking specified audit procedures to help identify non-compliance with those laws

and regulations that may have a material effect on the financial statements.

Our procedures are limited to (i) inquiry of key management personnel, the Board of Directors and

others within Heineken Holding N.V. as to whether Heineken Holding N.V is in compliance with such

laws and regulations and (ii) inspecting correspondence, if any, with the relevant licensing or

regulatory authorities to help identify non-compliance with those laws and regulations that may

have a material effect on the financial statements.

Naturally, we remained alert to indications of (suspected) non-compliance throughout the audit.

Finally, we obtained written representations that all known instances of (suspected) fraud or non-

compliance with laws and regulations have been disclosed to us.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	115

Audit approach going concern

Our responsibilities, as well as the responsibilities of the Board of Directors, related to going concern

under the prevailing standards are outlined in the “Description of responsibilities regarding the

financial statements” section below. In fulfilling our responsibilities, we performed procedures

including evaluating management’s assessment of the Company’s ability to continue as a going

concern and considering the impact of financial, operational, and other conditions. Based on these

procedures, we did not identify any reportable findings related to the entity’s ability to continue as a

going concern.

Our key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance

in our audit of the financial statements. We have communicated the key audit matters to the Board

of Directors. The key audit matters are not a comprehensive reflection of all matters discussed.

The below identified key audit matters were addressed in the context of our audit of the financial

statements as a whole and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.


Impairment testing for intangible assets, property, plant and equipment and investments in associates and joint ventures – Refer to Notes 8.1, 8.2 and 10.3 to the financial statements
Key Audit Matter		Intangible assets (including goodwill), property, plant and equipment and investments in associates and joint ventures amounted to EUR 39,878 million on 31 December 2024 and represented 74 percent of the consolidated total assets.
		For purposes of impairment testing, goodwill is allocated and monitored on a (group of) Cash Generating Unit ('CGU') level. Other intangibles and property, plant, and equipment, are grouped to CGUs. For goodwill, management is required to assess the recoverable amount of the respective CGUs (or groups of CGUs). Recoverable amounts of other non- current assets are assessed upon the existence of a triggering event.
		Investments in associates are accounted for using the equity method of accounting, meaning they are initially recognized at cost. Subsequently the Consolidated Financial Statements include HEINEKEN’s share of the net profit or loss of the associates and joint ventures whereby the result is determined using the accounting policies of HEINEKEN. Triggers for the impairment of investments in associates, are amongst others, a prolonged or significant decline in fair value of the equity instrument. If triggered, the net investments are tested as a single asset by comparing the carrying amount to the recoverable amount.


	As a result of impairment testing for the current year, management concluded on impairment losses of EUR 1,224 million, of which EUR 874 million is related to the impairment loss recorded for the investment in CR Beer following a significant and prolonged decline in the quoted share price. Further details on the accounting and disclosure of (goodwill) impairment losses are included in notes 8.1 and 8.2 to the financial statements. Further details on the accounting and disclosure of Associates and Joint Ventures are included in note 10.3 to the financial statements.
	Given the high level of judgement made by management to estimate the recoverable amounts used in management’s impairment tests, procedures to evaluate the reasonableness of projected sales volumes, revenue and discount rates required a high degree of auditor judgement and an increased extent of effort, including the need to involve our valuation specialists.
How the scope of our audit responded to the key audit matter	Our audit procedures related to the projection of sales volumes, revenue, margins, and discount rates used by management included the following, amongst others:
	■	For investments in associates, we assessed whether a decline in available quoted market price is either prolonged or significant and any impairment loss should be recognized.
	■	We obtained an understanding of management's process over the impairment trigger tests and the resulting impairment tests.
	■	We evaluated management's ability to accurately forecast by comparing actual results to management's historical forecasts.
	■	We evaluated sensitivities in management's projections, which could cause a substantial change to the impairments recorded, and or cause headroom to change in an impairment.
	■	We evaluated projected cash flows by:
		–	comparing the projections to historical forecasts, historical growth rates, including assessing the effects of the current macro-economic and geopolitical climate, and information included in HEINEKEN's internal communications to the management and the Executive Board; and
		–	challenging management’s ability to price adjust for expected inflation rates and comparing projected sales volumes, revenue, and margins to, for example, external economic outlook data, analyst reports and external market data on the beer market.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	116


	■	With the assistance of our valuation specialists, we evaluated the reasonableness of discount rates, including testing the source information underlying the determination of the discount rates, testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing those to the discount rates selected by management.
Observation	Applying the aforementioned materiality, we did not identify any reportable findings in management's assessment of the recoverability of intangible assets, property, plant and equipment and investments in associates and joint ventures, the impairments recorded and the disclosures in Notes 8.1, 8.2 and 10.3.


Management judgement related to the provisions for uncertain tax positions and the recoverability of deferred tax assets – Refer to Notes 9.2 and 12 to the financial statements
Key Audit Matter		HEINEKEN operates across several tax jurisdictions and is subject to periodic challenges by local tax authorities during the normal course of business. In those cases where the amount of tax payable is uncertain, management establishes provisions based on its judgement of the probable amount of the related tax liability. Deferred tax assets are only recognized to the extent that it is probable that future taxable income will be available, against which unused tax losses can be utilized. This assessment is performed annually and based on budgets and business plans for the coming years, including planned commercial initiatives and the impact of macro-economic uncertainties. HEINEKEN reported provisions for uncertain tax positions and deferred tax assets for an amount of EUR 416 million and EUR 1,264 million, respectively, as of 31 December 2024.
		The accounting for uncertain tax positions and deferred tax assets, as detailed in Notes 9.2 and 12 to the financial statements, inherently requires management to apply judgement in quantifying appropriate provisions (including assessing probable outcomes) for uncertain tax positions, and in determining the recoverability of deferred tax assets.
		Given the significant judgement applied by management, performing procedures to evaluate the reasonableness of probable outcomes for uncertain tax positions and the recoverability of deferred tax assets based on budgets and business plans, required a higher degree of auditor judgement, an increased extent of effort and a need to involve our in- country tax specialists.


How the scope of our audit responded to the key audit matter	Our audit procedures to address management's judgements related to the provisions for uncertain tax positions and recoverability of deferred tax assets included the following, amongst others:
	■	We obtained an understanding of management’s tax process related to the assessment of uncertain tax positions and the recoverability of deferred tax assets.
	■	We involved our in-country tax specialists to assess tax risks, tax carry forward facilities, legislative developments, and the status of ongoing local tax authority audits.
	■	We challenged, with the help of our tax specialists, management’s judgement applied in quantifying provisions for tax uncertainties and assessing probable outcomes based on correspondence with tax authorities, case law and opinions from management’s tax experts.
	■	We evaluated management’s ability to forecast taxable income accurately by comparing prior forecasts on future taxable income with the actual income for the year.
	■	We evaluated management’s recoverability assessment, including the likelihood of generating sufficient future taxable income based on budgets, business plans, and tax losses carry forward facilities in the various tax jurisdictions (including expiry dates).
	■	We challenged, with the support of our tax specialist and local component team, management’s judgement applied in the timing of deferred tax recognition, the underlying profit forecast, and the effects of Pillar Two.
Observation	Applying the aforementioned materiality, we did not identify any reportable findings in the provisions for uncertain tax positions and the valuation of deferred tax assets as well as the related disclosure in Notes 9.2 and 12.

Report on the other information included in the annual report

The annual report contains other information, in addition to the financial statements and our

auditor's report thereon.

The other information consists of:

■ Report of the Board of Directors (including Sustainability Statements).

■ Other Information as required by Part 9 of Book 2 of the Dutch Civil Code.

■ Other Information included in the Annual Report.

Based on the following procedures performed, we conclude that the other information:

■ Is consistent with the financial statements and does not contain material misstatements.

■ Contains all the information regarding the management report and the other information as

required by Part 9 of Book 2 of the Dutch Civil Code.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	117

We have read the other information. Based on our knowledge and understanding obtained through

our audit of the financial statements or otherwise, we have considered whether the other

information contains material misstatements.

By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch

Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less

than the scope of those performed in our audit of the financial statements.

The Board of Directors is responsible for the preparation of the other information, including the

report of the Board of Directors in accordance with Part 9 of Book 2 of the Dutch Civil Code, and the

other information as required by Part 9 of Book 2 of the Dutch Civil Code.

Report on other legal and regulatory requirements and ESEF

Engagement

We were engaged by the Board of Directors as auditor of Heineken Holding N.V. on April 24, 2014,

as of the audit for the year 2015 and have operated as statutory auditor ever since that financial

year.

No prohibited non-audit services

We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU

Regulation on specific requirements regarding statutory audit of public-interest entities.

European Single Electronic Format (ESEF)

Heineken Holding N.V. has prepared its annual report in ESEF. The requirements for this are set out

in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the

specification of a single electronic reporting format (hereinafter: the RTS on ESEF).

In our opinion, the annual report, prepared in XHTML format, including the (partly) marked-up

Consolidated Financial Statements, as included in the reporting package by Heineken Holding N.V.

complies in all material respects with the RTS on ESEF.

The Board of Directors is responsible for preparing the annual report including the financial

statements in accordance with the RTS on ESEF, whereby the Board of Directors combines the

various components into one single reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this

reporting package complies with the RTS on ESEF.

We performed our examination in accordance with Dutch law, including Dutch Standard 3950N

'Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal

verantwoordingsdocument' (assurance engagements relating to compliance with criteria for digital

reporting).

Our examination included amongst others:

■ Obtaining an understanding of the Company's financial reporting process, including the

preparation of the reporting package.

■ Identifying and assessing the risks that the annual report does not comply in all material respects

with the RTS on ESEF and designing and performing further assurance procedures responsive to

those risks to provide a basis for our opinion, including:

— obtaining the reporting package and performing validations to determine whether the

reporting package containing the Inline XBRL instance and the XBRL extension taxonomy files

has been prepared in accordance with the technical specifications as included in the RTS on

ESEF;

— examining the information related to the Consolidated Financial Statements in the reporting

package to determine whether all required mark-ups have been applied and whether these are

in accordance with the RTS on ESEF.

Description of responsibilities regarding the financial statements

Responsibilities of the Board of Directors for the financial statements

The Board of Directors is responsible for the preparation and fair presentation of the financial

statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore,

the Board of Directors is responsible for such internal control as the Board determines is necessary to

enable the preparation of the financial statements that are free from material misstatement,

whether due to fraud or error.

As part of the preparation of the financial statements, the Board of Directors is responsible for

assessing the Company's ability to continue as a going concern. Based on the financial reporting

frameworks mentioned, the Board of Directors should prepare the financial statements using the

going concern basis of accounting unless the Board of Directors either intends to liquidate the

Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors should disclose events and circumstances that may cast significant doubt on

the Company's ability to continue as a going concern in the financial statements.

The Board of Directors is responsible for overseeing the Company's financial reporting process.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit assignment in a manner that allows us to obtain

sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may

not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of these financial statements. The materiality affects the nature, timing and extent of our

audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgement and have maintained professional scepticism throughout

the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence

requirements. Our audit included among others:

■ Identifying and assessing the risks of material misstatement of the financial statements, whether

due to fraud or error, designing and performing audit procedures responsive to those risks, and

obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The

risk of not detecting a material misstatement resulting from fraud is higher than for one resulting

from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or

the override of internal control.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	118

■ Obtaining an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Company's internal control.

■ Evaluating the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the Board of Directors.

■ Concluding on the appropriateness of the Board of Directors' use of the going concern basis of

accounting, and based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the Company's ability to

continue as a going concern. If we conclude that a material uncertainty exists, we are required to

draw attention in our auditor's report to the related disclosures in the financial statements or, if

such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit

evidence obtained up to the date of our auditor's report. However, future events or conditions may

cause the Company to cease to continue as a going concern.

■ Evaluating the overall presentation, structure and content of the financial statements, including

the disclosures.

■ Evaluating whether the financial statements represent the underlying transactions and events in

a manner that achieves fair presentation.

We are responsible for planning and performing the group audit to obtain sufficient appropriate

audit evidence regarding the financial information of the entities or business units within the group

as a basis for forming an opinion on the financial statements. We are also responsible for the

direction, supervision and review of the audit work performed for purposes of the group audit. We

bear the full responsibility for the auditor’s report.

We communicate with the Board of Directors regarding, among other matters, the planned scope

and timing of the audit and significant audit findings, including any significant findings in internal

control that we identified during our audit. In this respect we also submit an additional report to the

audit committee in accordance with Article 11 of the EU Regulation on specific requirements

regarding statutory audit of public-interest entities. The information included in this additional

report is consistent with our audit opinion in this auditor's report.

We provide the Board of Directors with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, related

safeguards.

From the matters communicated with the Board of Directors, we determine the key audit matters:

those matters that were of most significance in the audit of the financial statements. We describe

these matters in our auditor's report unless law or regulation precludes public disclosure about the

matter or when, in extremely rare circumstances, not communicating the matter is in the public

interest.

Amsterdam, February 11, 2025

Deloitte Accountants B.V.

C. Binkhorst


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	119

Limited assurance report of the

independent auditor on the

sustainability statements

To: the shareholders and the Board of Directors of Heineken Holding N.V.

Our conclusion

We have performed a limited assurance engagement on the consolidated sustainability statements

for 2024 of Heineken Holding N.V. based in Amsterdam (“the company” or “HEINEKEN”) in the

section “Sustainability statements” of the accompanying management report including the

information incorporated in the sustainability statements by reference (hereinafter: the

sustainability statements).

Based on our procedures performed and the assurance evidence obtained, nothing has come to our

attention that causes us to believe that the sustainability statements are not, in all material

respects:

■ Prepared in accordance with the European Sustainability Reporting Standards (ESRS) as adopted

by the European Commission and in accordance with the double materiality assessment process

carried out by the company to identify the information reported pursuant to the ESRS.

■ Compliant with the reporting requirements provided for in Article 8 of Regulation (EU) 2020/852

(Taxonomy Regulation).

Basis for our conclusion

We have performed our limited assurance engagement on the sustainability statements in

accordance with Dutch law, including Dutch Standard 3810N, 'Assurance-opdrachten inzake

duurzaamheidsverslaggeving' (Assurance engagements relating to sustainability reporting) which is

a specified Dutch standard that is based on the International Standard on Assurance Engagements

(ISAE) 3000 (Revised) ’Assurance engagements other than audits or reviews of historical financial

information’.

Our responsibilities in this regard are further described in the section ‘Our responsibilities for the

limited assurance engagement on the sustainability statements’ of our report.

We are independent of Heineken Holding N.V. in accordance with the ‘Verordening inzake de

onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for Professional

Accountants, a regulation with respect to independence) and other relevant independence

regulations in the Netherlands. Furthermore, we have complied with the ‘Verordening gedrags- en

beroepsregels accountants’ (VGBA, Dutch Code of Ethics for Professional Accountants).

The ViO and VGBA are at least as demanding as the International code of ethics for professional

accountants (including International independence standards) of the International Ethics Standards

Board for Accountants (the IESBA Code).

We believe that the assurance evidence we have obtained is sufficient and appropriate to provide a

basis for our conclusion.

Emphasis of matter

Emphasis on the most significant uncertainties affecting the quantitative metrics and

monetary amounts

We draw attention to section “Sources of estimation and outcome uncertainty” in the sustainability

statements that identify the quantitative metrics and monetary amounts that are subject to a high

level of measurement uncertainty and discloses information about the sources of measurement

uncertainty and the assumptions, approximations and judgements the company has made in

measuring these in compliance with the ESRS. The comparability of sustainability information

between entities and over time may be affected by the lack of historical sustainability information in

accordance with the ESRS and by the absence of a uniform practice on which to draw, to evaluate

and measure this information. This allows for the application of different, but acceptable,

measurement techniques, especially in the initial years.

Emphasis on the use of third-party information

We draw attention to section “Sources of estimation and outcome uncertainty” in the sustainability

statements that indicate that certain metrics and calculations are (partly) based on assumptions

and sources from third parties. The assumptions and sources (“third-party information”) used are

disclosed in the basis of preparation of the respective metric. Validation of such third-party

information and certifications is not common market practice.

Our conclusion is not modified in respect of these matters.

Comparative information not subject to assurance procedures

No limited assurance procedures have been performed on the GHG emissions as disclosed in the

“Climate change” section, Co-products and waste hierarchy as disclosed in the “Resource use and

circular economy – Metrics and targets” section, and the injuries as disclosed in the “Own workforce –

Voluntary disclosure” section in the years 2023 and 2022 (all incorporated by reference to the

Heineken N.V. sustainability statements). Consequently, the respective comparative period

information related to these metrics have not been subject to limited assurance procedures.

Our conclusion is not modified in respect of this matter.

Limitations to the scope of our assurance engagement

Forward-looking information

In reporting forward-looking information in accordance with the ESRS, management of the company

is required to prepare the forward-looking information on the basis of disclosed assumptions about

events that may occur in the future and possible future actions by the company. The actual outcome

is likely to be different since anticipated events frequently do not occur as expected. Forward-looking

information relates to events and actions that have not yet occurred and may never occur. We do

not provide assurance on the achievability of this forward-looking information.

Our conclusion is not modified in respect of this matter.

Responsibilities of the Board of Directors for the sustainability statements

Management is responsible for the preparation of the sustainability statements in accordance with

the ESRS, including the double materiality assessment process carried out by the company as the

basis for the sustainability statements and disclosure of material impacts, risks and opportunities in


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	120

accordance with the ESRS. As part of the preparation of the sustainability statements, management

is responsible for compliance with the reporting requirements provided for in Article 8 of Regulation

(EU) 2020/852 (Taxonomy Regulation).

Management is also responsible for selecting and applying additional entity-specific disclosures to

enable users to understand the company’s sustainability-related impacts, risks or opportunities and

for determining that these additional entity-specific disclosures are suitable in the circumstances

and in accordance with the ESRS.

Furthermore, management is responsible for such internal control as it determines is necessary to

enable the preparation of the sustainability statements that is free from material misstatement,

whether due to fraud or error.

The Board of Directors is responsible for overseeing the sustainability reporting process including the

double materiality assessment process carried out by the company.

Our responsibilities for the limited assurance engagement on the sustainability

statements

Our responsibility is to plan and perform the limited assurance engagement in a manner that allows

us to obtain sufficient appropriate assurance evidence for our conclusion.

Our assurance engagement is aimed to obtain a limited level of assurance that the sustainability

statements are free from material misstatements. The procedures vary in nature and timing from

and are less in extent than for a reasonable assurance engagement. Consequently, the level of

assurance obtained in a limited assurance engagement is substantially lower than the assurance

that would have been obtained had a reasonable assurance engagement been performed.

We apply the applicable quality management requirements pursuant to the ‘Nadere voorschriften

kwaliteitsmanagement’ (NV KM, regulations for quality management) and the International

Standard on Quality Management (ISQM) 1, and accordingly maintain a comprehensive system of

quality management including documented policies and procedures regarding compliance with

ethical requirements, professional standards and other relevant legal and regulatory requirements.

Our limited assurance engagement included among others:

■ Performing inquiries and an analysis of the external environment and obtaining an understanding

of relevant sustainability themes and issues, the characteristics of the company, its activities and

the value chain and its key intangible resources in order to assess the double materiality

assessment process carried out by the company as the basis for the sustainability statements and

disclosure of all material sustainability-related impacts, risks and opportunities in accordance with

the ESRS.

■ Obtaining through inquiries a general understanding of the internal control environment, the

company’s processes for gathering and reporting entity-related and value chain information, the

information systems and the company’s risk assessment process relevant to the preparation of

the sustainability statements and for identifying the company’s activities, determining eligible

and aligned economic activities and prepare the disclosures provided for in Article 8 of Regulation

(EU) 2020/852 (Taxonomy Regulation), without testing the operating effectiveness of controls.

■ Assessing the double materiality assessment process carried out by the company and identifying

and assessing areas of the sustainability statements, including the disclosures provided for in

Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) where misleading or unbalanced

information or material misstatements, whether due to fraud or error, are likely to arise (‘selected

disclosures’). We designed and performed further assurance procedures aimed at assessing that

the sustainability statements are free from material misstatements responsive to this risk analysis.

■ Considering whether the description of the double materiality assessment process in the

sustainability statements made by management appears consistent with the process carried out

by the company.

■ Determining the nature and extent of the procedures to be performed for the group components

and locations. For this, the nature, extent and/or risk profile of these components are decisive.

■ Performing analytical review procedures on quantitative information in the sustainability

statements, including consideration of data and trends in the information submitted for

consolidation at corporate level.

■ Assessing whether the company’s methods for developing estimates are appropriate and have

been consistently applied for selected disclosures. We considered data and trends; however, our

procedures did not include testing the data on which the estimates are based or separately

developing our own estimates against which to evaluate management’s estimates.

■ Analysing, on a limited sample basis, relevant internal and external documentation available to

the company (including publicly available information or information from actors throughout its

value chain) for selected disclosures.

■ Reading the other information in the annual report to identify material inconsistencies, if any,

with the sustainability statements.

■ Considering whether:

— the disclosures provided to address the reporting requirements provided for in Article 8 of

Regulation (EU) 2020/852 (Taxonomy Regulation) for each of the environmental objectives,

reconcile with the underlying records of the company and are consistent or coherent with the

sustainability statements and appear reasonable, in particular whether the eligible economic

activities meet the cumulative conditions to qualify as aligned and whether the technical

screening criteria are met; and

— the key performance indicators disclosures have been defined and calculated in accordance

with the Taxonomy reference framework as defined in Appendix 1 Glossary of Terms of the

CEAOB Guidelines on limited assurance on sustainability reporting adopted on 30 September

2024 and in compliance with the reporting requirements provided for in Article 8 of Regulation

(EU) 2020/852 (Taxonomy Regulation), including the format in which the activities are

presented.

■ Considering the overall presentation, structure and the fundamental qualitative characteristics of

information (relevance and faithful representation: complete, neutral and accurate) reported in

the sustainability statements, including the reporting requirements provided for in Article 8 of

Regulation (EU) 2020/852 (Taxonomy Regulation).

■ Considering, based on our limited assurance procedures and evaluation of the assurance evidence

obtained, whether the sustainability statements as a whole are free from material misstatements

and prepared in accordance with the ESRS.

Amsterdam, 11 February 2025

Deloitte Accountants B.V.

C. Binkhorst


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	121

Shareholder Information Heineken Holding N.V.

Heineken Holding N.V. shares

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

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

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

In 2024, the average daily trading volume of Heineken Holding N.V. shares was 123,270 shares

(2023: 138,852 shares).

Market capitalisation

Shares outstanding as at 31 December 2024 : 282,873,387 shares of €1.60 nominal value (excluding

Heineken Holding N.V. shares held by Heineken N.V.).

At a year-end price of €57.85 on 31 December 2024, the market capitalisation of Heineken

Holding N.V. as at the balance sheet date was €16.4 billion.

Substantial shareholdings

Pursuant to the Financial Supervision Act (Wet op het financieel toezicht) and the Decree on

Disclosure of Major Holdings and Capital Interests in Issuing Institutions (Besluit melding

zeggenschap en kapitaalbelang in uitgevende instellingen Wft), the Netherlands Authority for the

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

more) regarding Heineken Holding N.V.:

■ 20 April 2018: Mrs C.L. de Carvalho-Heineken (0.03%, held directly; 52.60%, held indirectly through

L'Arche Green N.V., L’Arche Holding B.V. and Stichting Administratiekantoor Priores).

■ 31 May 2023: Mr W.H. Gates III (2.31% directly; 3,25% held indirectly through Bill & Melinda

Gates Foundation Trust) (initial notification 17 February 2023).

* The AFM register for substantial shareholdings is no longer up-to-date. For the situation as at 31 December 2024 reference is made

to the organisation chart on page 11.



Year-end-price 31 December 2024 €57.85	Highest closing price 8 February 2024 €79.15		Lowest closing price 23 December 2024 €57.53
Year-end-price 31 December 2024 €57.85	Highest closing price 8 February 2024 €79.15		Lowest closing price 23 December 2024 €57.53

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


				Year-end price				The 2024 dividend proposal is subject to shareholder approval.
				Year-end price
				Share price range
				Share price range

Nationality Heineken Holding N.V. shareholders

in %

Based on 129.7 million shares in free float (excluding Heineken Holding N.V. shares held by L’Arche Green N.V. and Heineken N.V. )

2024



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


	Source: CMi2i estimate based on available information December 2024.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	122

Shareholder Information Heineken N.V.

Heineken N.V. shares and options

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

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

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

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

In 2024, the average daily trading volume of Heineken N.V. shares was 614,811 shares (2023:

647,245 shares).

Market capitalisation

Shares outstanding as at 31 December 2024: 565,138,630 shares of €1.60 nominal value (excluding

own shares held by Heineken N.V.).

At a year-end price of €68.70 on 31 December 2024, the market capitalisation of Heineken N.V. as

at the balance sheet date was €38.8 billion.

Substantial shareholdings

Pursuant to the Financial Supervision Act (Wet op het financieel toezicht) and the Decree on

Disclosure of Major Holdings and Capital Interests in Issuing Institutions (Besluit melding

zeggenschap en kapitaalbelang in uitgevende instellingen Wft), the Netherlands Authority for the

Financial Markets (AFM) has been notified about substantial shareholdings regarding Heineken N.V.

Based on such filings, and to the best of the Heineken N.V.’s knowledge, as applicable at 31

December 2024 the following shareholders held a substantial shareholding in the Heineken N.V.:

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

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

■ 20 May 2024: Massachusetts Financial Services Company holds (directly and indirectly combined)

2.09% of the issued share capital of Heineken N.V. and holds (directly and indirectly combined)

3.07% of the voting rights in the share capital of Heineken N.V. .

* The AFM register for substantial shareholdings is no longer up-to-date. For the situation as at 31 December 2024 reference is made

to the organisation chart on page 11.



Year-end-price 31 December 2024 €68.70	Highest closing price 20 May 2024 €96.70		Lowest closing price 23 December 2024 €68.24
Year-end-price 31 December 2024 €68.70	Highest closing price 20 May 2024 €96.70		Lowest closing price 23 December 2024 €68.24

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


				Year-end price				The 2024 dividend proposal is subject to shareholder approval.
				Year-end price
				Share price range
				Share price range

Nationality Heineken N.V. shareholders

in %

Based on 277.1 million shares in free float (excluding the shares held by Heineken Holding N.V. and own shares held by Heineken N.V.)

2024



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


	Source: CMi2i estimate based on available information December 2024.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	123

American Depositary Receipts

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

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

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

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

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

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


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

ADR contact information

Deutsche Bank Shareholder Services

c/o Equiniti Trust Company LLC

Peck Slip Station

PO Box 2050 New York, NY 10272-2050, USA

E-mail: adr@equiniti.com

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

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

www.equiniti.com

Bondholder Information

HEINEKEN has a Euro Medium Term Note (EMTN) Programme which was last updated in April 2024.

The programme allows Heineken N.V. to issue Notes for a total amount of up to €20 billion.

Approximately €11.7 billion is outstanding under the programme as at 31 December 2024.


Traded Heineken N.V. Notes	Issue date		Total face value	Interest rate	Maturity	ISIN code
EUR EMTN 2025	25 Mar 2020	CHF	100 million	0.638%	25 Mar 2025	XS2145099201
EUR EMTN 2025	30 Mar 2020	EUR	600 million	1.625%	30 Mar 2025	XS2147977479
EUR EMTN 2025	2 Aug 2012	EUR	750 million	2.875%	4 Aug 2025	XS0811555183
EUR EMTN 2025	20 Oct 2015	EUR	225 million	2.000%	20 Oct 2025	XS1309072020
EUR EMTN 2026	4 May 2016	EUR	1,000 million1	1.000%	4 May 2026	XS1401174633
EUR EMTN 2026	15 Nov 2023	EUR	600 million	3.625%	15 Nov 2026	XS2719096831
EUR EMTN 2027	29 Nov 2016	EUR	500 million	1.375%	29 Jan 2027	XS1527192485
EUR EMTN 2027	17 Sep 2018	EUR	600 million	1.250%	17 Mar 2027	XS1877595444
144A/RegS 2028	29 Mar 2017	USD	1,100 million	3.500%	29 Jan 2028	US423012AF03
EUR EMTN 2029	30 Jan 2014	EUR	200 million	3.500%	30 Jul 2029	XS1024136282
EUR EMTN 2029	3 Oct 2017	EUR	800 million	1.500%	3 Oct 2029	XS1691781865
EUR EMTN 2030	30 Mar 2020	EUR	800 million	2.250%	30 Mar 2030	XS2147977636
EUR EMTN 2030	23 Mar 2023	EUR	750 million	3.875%	23 Sept 2030	XS2599730822
EUR EMTN 2031	17 Sep 2018	EUR	750 million2	1.750%	17 Mar 2031	XS1877595014
EUR EMTN 2032	12 May 2017	EUR	500 million	2.020%	12 May 2032	XS1611855237
EUR EMTN 2033	15 Apr 2013	EUR	180 million	3.250%	15 Apr 2033	XS0916345621
EUR EMTN 2033	19 Apr 2013	EUR	100 million	2.562%	19 Apr 2033	XS0920838371
EUR EMTN 2033	7 May 2020	EUR	650 million	1.250%	7 May 2033	XS2168629967
EUR EMTN 2035	23 Mar 2023	EUR	750 million	4.125%	23 Mar 2035	XS2599169922
EUR EMTN 2036	4 July 2024	EUR	900 million	0.03812	49860	XS2852894679
EUR EMTN 2040	7 May 2020	EUR	850 million	0.0175	51263	XS2168630205
144A/RegS 2042	10 Oct 2012	USD	500 million	4.000%	1 Oct 2042	US423012AE38
144A/RegS 2047	29 Mar 2017	USD	650 million	4.350%	29 Mar 2047	US423012AG85

1 Includes EUR 200 million tap issued on 15 July 2019.

2 Includes EUR 100 million tap issued on 5 June 2019.

The EMTN programme and the above Heineken N.V. Notes issued thereunder are listed on the

Luxembourg Stock Exchange.

HEINEKEN has a €3.0 billion Euro Commercial Paper (ECP) programme to facilitate its cash

management operations and to further diversify its funding sources. There was no ECP in issue per

31 December 2024.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	124

Investor Relations

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

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

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

be relevant to investors’ decisions.

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

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

and by telephone on +31 20 622 11 52. Further information on Heineken N.V. is available on the

website www.theheinekencompany.com. Information on Heineken Holding N.V. and Heineken N.V. is

also available from the Investor Relations department, telephone +31 20 523 95 90, or by e-mail:

investors@heineken.com.


Financial calendar in 2025 for both Heineken Holding N.V. and Heineken N.V.
Announcement of 2024 results	12 February
Publication of Annual Report 2024	20 February
Trading update first quarter 2025	16 April
Annual General Meeting of Shareholders*	17 April
Quotation ex-final dividend 2024	23 April
Final dividend 2024 payable	2 May
Announcement of half-year results 2025	28 July
Quotation ex-interim dividend 2025	30 July
Interim dividend 2025 payable	7 August
Trading update third quarter 2025	22 October
Capital Markets Event	23 - 24 October

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

meetings and to participate in the discussions.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	125

Historical Summary



Revenue and profit						Cash flow statement
In millions of €	2024	2023	2022	2021	2020	In millions of €	2024	2023	2022	2021	2020
Revenue	35,955	36,375	34,676	26,583	23,770	Cash flow from operations	6,903	5,949	5,660	5,127	4,232
Net revenue	29,821	30,362	28,719	21,941	19,715	Cash flow related to interest, dividend and income tax	(1,400)	(1,519)	(1,164)	(946)	(1,096)
Net revenue (beia)	29,964	30,308	28,694	21,901	19,724	Cash flow from operating activities	5,503	4,430	4,496	4,181	3,136
Operating profit	3,517	3,229	4,283	4,483	778	Cash flow used in operational investing activities	(2,445)	(2,671)	(2,087)	(1,667)	(1,623)
Operating profit (beia)	4,512	4,443	4,502	3,414	2,421	Free operating cash flow	3,058	1,759	2,409	2,514	1,513
as % of net revenue	15.1	14.6	15.7	15.6	12.3	Cash flow (used in)/from acquisitions and disposals	10	(905)	(199)	(610)	185
as % of total assets	8.4	8.1	8.6	7.0	5.7	Dividends paid	(1,199)	(1,335)	(1,099)	(796)	(811)
Net profit/(loss) attributable to the shareholders of the Company						Cash flow (used in)/from financing activities, excluding dividend	(1,375)	519	(2,028)	(2,087)	2,049
	498	1,174	1,343	1,663	(102)	Net cash flow	494	38	(917)	(979)	2,936
Non-controlling interests in Heineken N.V.	480	1,130	1,339	1,661	(102)
	978	2,304	2,682	3,324	(204)	Cash conversion ratio	102.6%	61.4%	75.3%	110.0%	111.3%
Net profit (beia)	2,739	2,632	2,836	2,041	1,154
as % of shareholders’ equity	28.7	27.0	29.3	23.8	17.5	Financing ratios
Dividend (proposed)	526	489	498	357	202	Net debt/EBITDA (beia)	2.2	2.4	2.1	2.6	3.4
as % of net profit (beia)	19.2	18.6	17.6	17.5	17.5

Per share
In €	2024	2023	2022	2021	2020
Cash flow from operating activities	19.46	15.60	15.61	14.52	10.89
Net profit (beia) – basic	9.69	9.27	9.85	7.09	4.01
Net profit (beia) – diluted	9.69	9.27	9.85	7.09	4.01
Dividend (proposed)	1.86	1.73	1.73	1.24	0.70
Shareholders’ equity	33.76	34.28	33.66	29.83	22.93


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	126


	2024	2023	2022	2021	2020
Operating profit (beia)/net interest expense (beia)	8.3	8.0	11.8	8.5	5.2
Free operating cash flow/net debt	20.9%	11.1%	17.8%	18.4%	11.0%
Net debt/shareholders’ equity	1.53	1.63	1.40	1.59	2.15

Financing
In millions of €
Share capital	461	461	461	461	461
Reserves and retained earnings	9,085	9,272	9,233	8,132	6,143
Heineken Holding N.V. shareholders' equity	9,546	9,733	9,694	8,593	6,604
Non-controlling interests in Heineken N.V.	9,737	9,928	9,857	8,763	6,788
Non-controlling interests in Heineken N.V. group companies	2,821	2,733	2,369	2,344	1,000
Total equity	22,104	22,394	21,920	19,700	14,392
Post-retirement obligations	519	586	568	668	938
Provisions (including deferred tax liabilities)	2,917	3,046	2,936	2,908	2,103
Non-current borrowings	13,783	14,046	12,893	13,640	14,616
Other liabilities (excluding provisions)	14,152	14,686	14,089	11,934	10,583
Liabilities (excluding provisions and post-retirement obligations)	27,935	28,732	26,982	25,574	25,199
Total equity and liabilities	53,475	54,758	52,406	48,850	42,632
Shareholders’ equity/ Total liabilities	0.30	0.30	0.32	0.29	0.23


Employment of capital	2024	2023	2022	2021	2020
In millions of €	2024	2023	2022	2021	2020
Property, plant and equipment	14,677	14,772	13,623	12,401	11,551
Intangible assets	21,701	21,781	21,408	20,762	15,767
Other non-current assets	6,198	6,806	6,360	6,109	6,294
Total non-current assets	42,576	43,359	41,391	39,272	33,612

Inventories	3,572	3,721	3,250	2,438	1,958
Trade and other current assets	4,977	5,301	5,000	3,892	3,062
Cash, cash equivalents and current other investments	2,350	2,377	2,765	3,248	4,000
Total current assets	10,899	11,399	11,015	9,578	9,020
Total assets	53,475	54,758	52,406	48,850	42,632

Total equity/total non-current assets	0.52	0.52	0.53	0.50	0.43
Current assets/current liabilities (excluding provisions)	0.78	0.78	0.79	0.81	0.86


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	127


Key figures1	2023			2024
(in € million unless otherwise stated)	Reported	Eia	Beia	Reported	Total growth %	Eia	Beia	Currency translation	Consolidation impact	Organic growth	Organic growth %
Revenue	36,375	(65)	36,310	35,955	(1.2)%	122	36,077	(1,718)	(313)	1,799	5.0%
Excise tax expense	(6,013)	12	(6,001)	(6,134)	(2.0)%	21	(6,113)	62	120	(294)	(4.9)%
Net revenue	30,362	(54)	30,308	29,821	(1.8)%	143	29,964	(1,656)	(193)	1,505	5.0%
Variable cost	(12,028)	73	(11,955)	(11,089)	7.8%	(17)	(11,106)	866	81	(98)	(0.8)%
Marketing and selling expenses	(2,767)	1	(2,766)	(2,940)	(6.3)%	2	(2,938)	115	8	(295)	(10.7)%
Personnel expenses	(4,353)	139	(4,214)	(4,466)	(2.6)%	44	(4,422)	117	—	(325)	(7.7)%
Amortisation, depreciation and impairments	(3,096)	1,268	(1,828)	(2,605)	15.9%	744	(1,861)	94	(11)	(116)	(6.3)%
Other net (expenses)/income	(4,888)	(215)	(5,103)	(5,204)	(6.5)%	79	(5,126)	229	52	(304)	(6.0)%
Total net other (expenses)/income	(27,133)	1,268	(25,865)	(26,304)	3.1%	853	(25,452)	1,420	131	(1,138)	(4.4)%
Operating profit	3,229	1,214	4,443	3,517	8.9%	995	4,512	(236)	(62)	367	8.3%
Interest income	90	—	90	110	22.2%	—	110	(11)	—	30	33.7%
Interest expense	(640)	(4)	(644)	(680)	(6.3)%	27	(653)	99	(7)	(101)	(15.7)%
Net interest income/(expenses)	(550)	(4)	(554)	(570)	(3.6)%	27	(543)	88	(7)	(71)	(12.7)%
Other net finance income/(expenses)	(375)	34	(343)	(235)	37.3%	(36)	(271)	94	19	(42)	(12.1)%
Share of profit of associates and joint ventures	218	52	270	(705)	(423.4)%	1,017	312	(4)	1	45	16.7%
Income tax expense	(121)	(831)	(952)	(846)	(599.2)%	(184)	(1,031)	21	17	(117)	(12.3)%
Non-controlling interests	(97)	(136)	(233)	(183)	(88.7)%	(59)	(241)	(18)	—	9	3.8%
Net profit	2,304	329	2,632	978	(57.6)%	1,761	2,739	(54)	(32)	192	7.3%
Net profit attributable to shareholders of the Company	1,174	167	1,341	498	(57.5)%	897	1,396	(27)	(16)	98	7.3%
EBITDA2	6,543	(2)	6,541	5,417	(17.2)%	1,268	6,685

1 This table will not always cast due to rounding.

2 EBITDA is derived from ‘Operating profit’ less ‘Amortisation, depreciation and impairments’ plus ‘Share of profit of associates and

joint ventures’.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	128


Key figures1	2022			2023
(in € million unless otherwise stated)	Reported	Eia	Beia	Reported	Total growth %	Eia	Beia	Currency translation	Consolidation impact	Organic growth	Organic growth %
Revenue	34,676	(33)	34,643	36,375	4.9%	(65)	36,310	(1,168)	1,253	1,582	4.6%
Excise tax expense	(5,957)	8	(5,949)	(6,013)	(0.9)%	12	(6,001)	305	(366)	9	0.1%
Net revenue	28,719	(25)	28,694	30,362	5.7%	(54)	30,308	(864)	887	1,591	5.5%
Variable cost	(11,260)	56	(11,204)	(12,028)	(6.8)%	73	(11,955)	463	(409)	(805)	(7.2)%
Marketing and selling expenses	(2,692)	(43)	(2,735)	(2,767)	(2.8)%	1	(2,766)	76	(52)	(54)	(2.0)%
Personnel expenses	(4,079)	74	(4,005)	(4,353)	(6.7)%	139	(4,214)	69	(150)	(128)	(3.2)%
Amortisation, depreciation and impairments	(1,886)	207	(1,679)	(3,096)	(64.2)%	1,268	(1,828)	41	(64)	(126)	(7.5)%
Other net (expenses)/income	(4,519)	(50)	(4,569)	(4,888)	(8.2)%	(215)	(5,103)	112	(247)	(399)	(8.7)%
Total net other (expenses)/income	(24,436)	244	(24,192)	(27,133)	(11.0)%	1,268	(25,865)	762	(922)	(1,513)	(6.3)%
Operating profit	4,283	219	4,502	3,229	(24.6)%	1,214	4,443	(102)	(35)	78	1.7%
Interest income	74	(1)	73	90	21.6%	—	90	(6)	—	23	31.8%
Interest expense	(458)	6	(452)	(640)	(39.7)%	(4)	(644)	57	(55)	(193)	(42.7)%
Net interest income/(expenses)	(384)	5	(380)	(550)	(43.2)%	(4)	(554)	51	(55)	(170)	(44.8)%
Other net finance income/(expenses)	48	(111)	(63)	(375)	(881.3)%	34	(343)	68	(12)	(336)	(537.3)%
Share of profit of associates and joint ventures	223	40	263	218	(2.2)%	52	270	(7)	3	11	4.3%
Income tax expense	(1,131)	8	(1,124)	(121)	89.3%	(831)	(952)	(2)	26	148	13.2%
Non-controlling interests	(357)	(6)	(363)	(97)	72.8%	(136)	(233)	(2)	(14)	146	40.2%
Net profit	2,682	155	2,836	2,304	(14.1)%	329	2,632	6	(87)	(123)	(4.3)%
Net profit attributable to shareholders of the Company	1,343	78	1,420	1,174	(12.6)%	167	1,341	3	(44)	(63)	(4.4)%
EBITDA2	6,392	52	6,444	6,543	2.4%	(2)	6,541

1 This table will not always cast due to rounding.

2 EBITDA is derived from ‘Operating profit’ less ‘Amortisation, depreciation and impairments’ plus ‘Share of profit of associates and

joint ventures’.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	129

Glossary

Acquisition-related intangible assets

Acquisition-related intangible assets are assets

that HEINEKEN only recognises as part of a

purchase price allocation following an

acquisition. This includes, among others,

brands, customer-related and certain contract-

based intangibles.

Average effective interest rate

Net interest income and expenses related to

the net debt position divided by the average

net debt position calculated on a quarterly

basis.

Beia

Before exceptional items and amortisation of

acquisition-related intangible assets.

Whenever used in this report, the term “beia”

refers to performance measures (EBITDA, net

profit, effective tax rate, etc) before

exceptional items and amortisation of

acquisition related intangible assets. Next to

the reported figures, management evaluates

the performance of the business on a beia

basis across several performance measures as

it considers this enhances their understanding

of the underlying performance. Managerial

incentives are set mostly on beia performance

measures and the dividend is set relative to the

net profit (beia).

Beyond Beer

Alcoholic and non-alcoholic beverage

propositions beyond core beer, which leverage

natural ingredients and/or beer production

process. This includes for example flavoured

beer, Ciders, RTDs (Ready-To-Drinks) and malt

based drinks.

Capital expenditure related to PP&E and

intangible assets (capex)

Sum of ‘Purchase of property, plant and

equipment’ and ‘Purchase of intangible assets’

as included in the consolidated statement of

cash flows.

Cash conversion ratio

Free operating cash flow/net profit (beia)

before deduction of non-controlling interests,

calculated on an annual basis.

Cash flow (used in)/from operational

investing activities

This represents the total of cash flow from sale

and purchase of Property, plant and equipment

and Intangible assets, proceeds and receipts of

Loans to customers and Other investments.

Centrally available cash

Represents cash after the deduction of

overdraft balances in the group cash pooling

structure and other cash and cash equivalents

owned at group level.

Centrally available financing headroom

This consists of the undrawn part of the

committed €3.5 billion revolving credit facility

and centrally available cash, minus centrally

issued commercial paper and short-term bank

borrowings at group level.

Consolidation changes

Changes as a result of acquisitions and

disposals.

Depletions

Sales by distributors to the retail trade.

Dividend payout

Proposed dividend as percentage of net profit

(beia).

Earnings per share (EPS)

Basic

Net profit/(loss) divided by the weighted

average number of shares – basic – during the

year.

Diluted

Net profit/(loss) divided by the weighted

average number of shares – diluted – during

the year.

EBITDA

Earnings before interest, taxes, net finance

expenses, depreciation, amortisation and

impairment. EBITDA includes HEINEKEN’s

share in net profit of joint ventures and

associates.

Effective tax rate

Income tax expense expressed as a percentage

of the profit before income tax, adjusted for

share of profit of associates and joint ventures.

Eia

Exceptional items and amortisation of

acquisition-related intangible assets.

Exceptional items

Items of income and expense of such size,

nature or incidence, that in the view of

management their disclosure is relevant to

explain the performance of HEINEKEN for the

period.

Free operating cash flow

Total of cash flow from operating activities and

cash flow from operational investing activities.

Gross merchandise value

Value of all products sold via our eB2B

platforms. This includes our own and third-

party products, including all duties and taxes.

As part of its objective to become the best

connected brewer, management has set as a

key priority to scale up its eB2B platforms to

better serve customers and improve sales force

productivity. External stakeholders can assess

the progress relative to this ambition and to

the scale of other eB2B platforms.

Gross savings

Structural cost reductions resulting from

targeted initiatives to improve efficiency and

productivity, relative to the baseline of

expenses of a previous period adjusted for

inflation. The gross savings exclude cost-to-

achieve, consolidation changes and decisions

to reinvest. Gross savings is the leading metric

used by management to measure productivity

gains across the business in line with one of the

top priorities of the EverGreen strategy and

provide evidence to our external stakeholders

of the progress at HEINEKEN to build a cost-

conscious capability

Group net revenue (beia)

Consolidated net revenue (beia) plus

attributable share of net revenue (beia) from

joint ventures and associates.

Group operating profit (beia)

Consolidated operating profit (beia) plus

attributable share of operating profit (beia)

from joint ventures and associates, excluding

Heineken N.V. Head Office and eliminations.

Group operating profit margin

Operating profit represented as a percentage

of net revenue.

HEINEKEN

Heineken Holding N.V., Heineken N.V., its

subsidiaries and interests in joint ventures and

associates.

Net debt

Non-current and current interest-bearing

borrowings (incl. lease liabilities), bank

overdrafts and market value of cross-currency

interest rate swaps less cash, cash equivalents

and other investments.

Net interest expense

Total interest expense incurred minus interest

income earned.

Net profit

Profit after deduction of non-controlling

interests (profit attributable to shareholders of

Heineken Holding N.V.).

Net revenue

Revenue as defined in IFRS 15 (after discounts)

minus the excise tax expense for those

countries where the excise is borne by

HEINEKEN.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	130

Net revenue per hectolitre

Net revenue divided by total consolidated

volume.

Organic growth

Growth excluding the effect of foreign currency

translational effects and consolidation

changes. Whenever used in this report, the

term refers to the organic growth of the related

performance measures (revenue, operating

profit, net profit etc.). Management evaluates

the organic performance of operating

companies as it reflects their performance in

local currency. External stakeholders can

separately assess the performance in local

currency, the translational effects into euros

and the consolidation changes.

Organic Growth %

Organic growth divided by the related prior

year beia amount. Whenever used in this

report, the term “organically” refers to the

organic growth % of the related performance

measures (revenue, operating profit, net profit

etc.).

Organic volume growth

Growth in volume, excluding the effect of

consolidation changes.

Other net expenses

Includes other income, goods for resale,

inventory movements (fixed), repair and

maintenance and other expenses.

Price mix on a constant geographic basis

Refers to the different components that

influence net revenue per hectolitre, namely

the changes in the absolute price of each

individual SKU and their weight in the portfolio.

The weight of the countries in the total revenue

in the base year is kept constant. The metric

allows management and external stakeholders

a clearer understanding of the underlying

development of price-mix, a lever of value

creation, which can be affected at a segment-

level when combining operations that have

structurally different net revenue per hectolitre,

due to differences in value chains, business

models and economic conditions.

Profit

Total profit of HEINEKEN before deduction of

non-controlling interests.

Pro-forma 12-month rolling net debt/

EBITDA (beia) ratio

Net debt divided by the 12-month rolling pro-

forma EBITDA (beia), which includes

acquisitions and excludes disposals on a 12-

month pro-forma basis. Reconciliations of net

debt and EBITDA (beia) are provided

separately in the release, but it's impracticable

to reconcile the ratio since it's calculated on a

12 month pro-forma basis. Management uses

this ratio to assess the overall levels of net debt

in respect to the cash generation potential

from the business, with the objective to be

below 2.5x. The ratio is useful to external

stakeholders to assess the financial profile of

the business.

All brand names mentioned in this report,

including those brand names not marked by an

®, represent registered trademarks and are

legally protected.

Region

A region is defined as HEINEKEN’s managerial

classification of countries into geographical

units.

Total borrowings

Sum of ‘non-current borrowings’ and ‘current

borrowings’ as included in the consolidated

statement of financial position.

Total net other expenses

The sum of variable cost, marketing and selling

expenses, personnel expenses, amortisation,

depreciation and impairments and other net

expenses.

Variable cost

Includes input costs (raw material, packaging

material and inventory movements (variable)),

transport and energy & water.

Volume

Beer volume

Beer volume produced and sold by

consolidated companies.

Brand specific volume (Heineken® volume,

Amstel® volume etc.)

Brand volume produced and sold by

consolidated companies plus 100% of brand

volume sold under licence agreements by joint

ventures, associates and third parties.

Group beer volume

The sum of beer volume, licensed beer volume

and attributable share of beer volume from

joint ventures and associates.

Licensed volume

100% of volume from HEINEKEN’s beer brands

sold under licence agreements by joint

ventures, associates and third parties.

LONO

Low- and non-alcoholic beer, cider & brewed

soft drinks with an ABV <=3.5%.

Mainstream beer

Beer sold at a price index between 85 and 114

relative to the average market price of beer.

Non-beer volume

Cider, soft drinks and other non-beer volume

produced and sold by consolidated companies.

Premium beer

Beer sold at a price index equal or greater than

115 relative to the average market price of

beer.

Third-party products volume

Volume of third-party products (beer and non-

beer) resold by consolidated companies.

Total consolidated volume

The sum of beer volume, non-beer volume and

third-party products volume.

Weighted average number of shares

Basic

Weighted average number of outstanding

shares.

Diluted

Weighted average number of shares

outstanding, adjusted for the weighted

average number of own shares purchased or

held.

Working capital

The sum of inventories and trade and other

receivables less trade and other payables and

returnable packaging deposits.


Heineken Holding N.V. Annual Report 2024		Report of the Board of Directors	Financial Statements 2024	Other Information	131

Information

Disclaimer

This report contains forward-looking statements based on current expectations and assumptions

regarding the financial and non-financial position of HEINEKEN’s activities, anticipated

developments, and other factors, including HEINEKEN’s Brew a Better World ambitions and goals. All

statements other than statements of historical facts are or may be deemed to be, forward-looking

statements. These forward-looking statements are identified by their use of interchangeable terms

and phrases such as “aim”, “aims to”, “ambition”, “anticipate”, “believe”, “could”, “estimate”, “expect”,

“goals”, “intend”, “is anticipated”, “is predicted”, “it is estimated”, “commit”, “committed to”, “may”,

“might”, “milestones”, “objectives”, “outlook”, “plan”, “potential”, “probably”, “project”, “result”, “risks”,

“schedule”, “seek”, “should”, “target”, “will”, “will continue”, “will likely result”, or other similar

expressions. All forward-looking statements are subject to numerous assumptions, known and

unknown risks and inherent uncertainties, and limits in data quality and integrity which may change

over time, that could cause actual results to differ materially from those expressed or implied in the

forward-looking statements. These statements are not guarantees of future performance and one

should not place undue reliance on these forward-looking statements.

This report contains descriptions of assumptions and estimates where uncertainties and limits in data

or data quality are expressed. Many of these risks and uncertainties relate to factors that are beyond

HEINEKEN’s ability to control or estimate precisely, such as but not limited to future market and

economic conditions, the behaviour of other market participants, climate change, other sustainability

related factors, and legal, regulatory or market measures in response to developments regarding such

factors, including climate change mitigation and adaptation; water stress; financial distress; negative

publicity; our ability to hire and/or retain the best talent; our ability to find sustainable solutions for

our input and output materials and packaging; legal and regulatory developments, including changes

in sustainability reporting requirements and environmental and human rights due diligence

requirements as well as changes in regulations relating to production, distribution, importation,

marketing, advertising, sales, pricing, labelling, packaging, product liability, antitrust, labour,

compliance and control systems, environmental issues and/or data privacy; changes or evolution in

measurement standards, modelling methodology and the level of data granularity, quality and

integrity; reputation of our brands; changes in consumer preferences; the ability to make acquisitions

and/or divest businesses; execution and effectiveness of business transformation projects;

consequences of integrating acquired businesses and/or divestment of divisions; economic, social and

political risks and natural disasters; costs of raw materials and other goods and services; access to

capital and the actions of government regulators. Although we endeavour to provide accurate and

timely information, there can be no guarantee that such information is accurate as of the date it is

received or that it will continue to be accurate in the future, as this is subject to risks and

uncertainties that could cause actual results to differ materially from those expressed in the forward-

looking statements and scenario analyses.

Any forward-looking statements made in this communication are qualified in their entirety by these

cautionary statements, and it cannot be guaranteed that the actual results, targets, ambitions, goals,

commitments, or developments anticipated by HEINEKEN will be realised or, even if substantially

realised, that they will have the expected consequences to, or effects on, HEINEKEN or its business or

operations. While the forward-looking statements in this report are subject to numerous assumptions,

risks, and uncertainties, HEINEKEN remains committed to its anticipated developments including its

sustainability ambitions and goals, outlined in the Brew a Better World strategy and sustainability

statements. HEINEKEN continues to embed sustainability in its business and aims to achieve its

stated sustainability ambitions and goals. Except as required by law, HEINEKEN undertakes no

obligation to publicly update or revise any forward-looking statements, whether as a result of new

information, future events or otherwise.

Published by

Heineken Holding N.V.

Tweede Weteringplantsoen 5

1017 ZD Amsterdam

The Netherlands

Telephone +31 20 622 11 52

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Regulatory Technical Standard on ESEF (Regulation (EU) 2019/815). The ESEF reporting package is

available at www.heinekenholding.com.


EXECUTIVE DIRECTORS

MRS C.L. DE CARVALHO- HEINEKEN Profession: Company director Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: None Other positions*: Board member of L’Arche Green N.V., L’Arche Holding B.V. and Stichting Administratiekantoor Priores (Chair)	MR M.R. DE CARVALHO Profession: Chairman of Capital Generation Partners (CapGen) Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: Heineken N.V. Other positions*: Board member of L’Arche Green N.V., Independent Board Member Koç Holding









NON-EXECUTIVE DIRECTORS

MR M. DAS CHAIR Profession: Lawyer Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: Heineken N.V. Other positions*: Board member of L’Arche Green N.V. (Chair), L’Arche Holding B.V. and Stichting Administratiekantoor Priores	MRS C.M. KWIST Profession: Company director Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: Picnic International B.V. Other positions*: Managing director of Greenfee B.V.; Board member of L’Arche Green N.V.	MR A.A.C. DE CARVALHO Profession: Company director Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: None Other positions*: Board member of Stichting Administratiekantoor Priores

MRS A.M. FENTENER VAN VLISSINGEN Profession: Company director Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: SHV Holdings N.V. (Chair), Van Oord N.V. Other positions*: Board member of Lhoist	MRS L.L.H BRASSEY Profession: Co-founder of Greenwood Place Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: None Other positions*: Board member of Stichting Administratiekantoor Priores	MR J.F.M.L. VAN BOXMEER Profession: Chair of Vodafone Group Plc (non- executive director) Supervisory board seats (or non- executive board memberships) in Large Dutch Entities: None Other positions*: Member Shareholders Committee Henkel AG & Co. KGaA