Votes on compensation at the 2017 AGM

As illustrated in Exhibit 17, the Board’s proposals to shareholders at the 2017 AGM will relate to maximum aggregate Board compensation for the 2017-2018 term of office and maximum aggregate EC compensation for the calendar year 2018. There will also be a non-binding vote on the 2016 Compensation report.

Exhibit 17: Shareholders will have three separate votes on compensation at the 2017 AGM
Shareholders will have three separate votes on compensation at the 2017 AGM (graphic)Shareholders will have three separate votes on compensation at the 2017 AGM (graphic)

At the 2017 AGM there will be separate binding votes on maximum aggregate Board and EC compensation, and a non-binding vote on the 2016 Compensation report.

Exhibit 18: Overview of key factors affecting the determination of maximum aggregate EC compensation
Overview of key factors affecting the determination of maximum aggregate EC compensation (graphic)Overview of key factors affecting the determination of maximum aggregate EC compensation (graphic)

(1) Numbers will be provided in the AGM invitation.
(2) For full description, see section “Executive Committee compensation” and section “Outlook: changes to compensation system for 2017”.

The Board’s proposal for maximum aggregate EC compensation for 2018 will incorporate assumptions for a normal increase.

In determining the proposed maximum aggregate EC compensation, the Board takes into consideration the criteria mentioned in Exhibit 18. Given the variable nature of some of the compensation components, the proposed maximum aggregate EC compensation will almost always be higher than the actual payout, as it must cover the potential maximum value of each component of compensation.