3.4.3Other Remuneration Information

Various tables are included in this section, in compliance with the implemented EU Shareholder Rights’ Directive into Dutch law. These tables are designed to increase transparency and accountability for the execution of RP 2022 and aim to allow shareholders, potential investors and other stakeholders to better assess Management Board remuneration.

The following table includes further details regarding the various (historical) share plans, including the changes throughout 2022.

Conditions of and information regarding share plans

• ¹ Opening balance consists of both shares held and unvested grants for conditional plans at assumed maximum target.
• ² Closing balance consists of the full grant and vesting of the relevant plan, including any sell-to-cover performed to compensate a wage tax impact.
• ³ Performance period always refers to a full year.
• ⁴ Converted at the share price at the date of grant.
• ⁵ Converted at the share price at the date of vesting
• ⁶ Includes additional Value Creation Stake granted due to salary increase
• ⁷ Additional Value Creation Stake granted due to salary increase.
• ⁸ Pro-rata VCS following appointment to Management Board per April 6, 2022
• ⁹ Includes additional Value Creation Stake granted due to salary increase.
• ¹⁰ Two years after retirement date.

The purpose of this table is to show actual total remuneration of Management Board members during the reported financial year. It includes the STI 2022. The relative proportion of fixed and variable remuneration in the reported financial year is also presented, whereas for the purpose of this table, the Value Creation Stake is earmarked as variable remuneration. This table is in line with the current draft Guidelines on the Standardized Presentation of the remuneration report as regards the encouragement of long-term shareholder engagement.

Remuneration of the Management Board by member in thousands of EUR

• ¹ STI based on accrual accounting, taking into consideration that this reflects the STI to be paid over the performance of that year.
• ² The Value Creation Stake does not meet the definition of either fixed or variable remuneration, but for the proportion is considered variable.
• ³ The extra-ordinary items consist of the sign-on RSUs granted to the Management Board member upon joining the Company.
• ⁴ Including unwinding of rights as employee prior to Management Board nomination

In the table below, information on the annual change of remuneration of each individual Management Board member is set out over the five most recent financial years. In addition, the performance of the Company (measured in Directional Underlying EBITDA and TRIFR) is displayed as well as the average remuneration on a full-time equivalent basis of employees of the Company (calculated in the same manner as the internal pay ratio in this section). Under RP 2015, LTI shares vested three years after award. Under RP 2018, the LTI was replaced by the Value Creation Stake, which vests immediately upon award. As a result, for the years 2018, 2019 and 2020, this table includes both the former LTI vesting and the Value Creation Stake.

Comparative table on the change of remuneration and company performance over the last five reported financial years

• ¹ Annual change in percentage is calculated comparative to the amount of the current year.
• ² 2018 – 2020 impacted by transition from RP15 ( delayed LTI vesting) to RP18 (immediate VCS vesting and a holding period)
• ³ Total recordable injury frequency rate trends are positive when downwards.
• ⁴ The average employee expenses of the company are based on the IFRS expenses including share based payments. The average employee expenses are influenced by both the composition of the population both in function as well as geographical location and the related foreign currency impacts. This calculation has a different basis than the pay-ratio calculation in accordance with the Dutch corporate governance code.

For more information on the actual performance of the STI 2022, reference is made to 3.4.2 under Short-Term Incentive.

Performance STI 2022