Annual Report 2015

companies are considered comparable with Autoneum if they are similar in terms of business

sector, structure, size and international activity.

The Board of Directors may define each year a portion of the basic salary which shall be paid

in Autoneum shares. The number of shares is calculated considering the average trading price

of the first ten trading days of the respective year. The granted shares are delivered in December

of the respective year and blocked for three years.

The members of the Group Executive Board may reach a performance-related remuneration

of up to 80% of their basic salary, subject to the achievement or exceeding of defined minimum

profitability and liquidity targets of the Group or of the Business Groups (BG), as well as to the

achievement of agreed individual targets. The targets for the CEO and the CFO refer to the Group net

profit margin (weighted with 52.5%), Group RONA (22.5%) and individual targets (25%). For

the heads of the BG the targets refer to the Group net profit margin (17.5%), Group RONA (7.5%), BG

EBIT margin (35%), BG free cash flow (15%) and individual targets (25%). Minimum and maximum

limits are defined for the weighted targets. Achievement of the minimum limit is a condition for the

bonus, while maximum bonus is achieved at the maximum limit. Bonus develops linearly between

the two limits. Irrespective of the other targets, a bonus is only earned in case of a positive Group net

profit. At least 40% of the bonus is paid in shares of Autoneum. Each member of the Group Execu

tive Board can opt for receiving up to 100% of the bonus in shares. The calculated bonus is multipli-

ed by 1.4 and then converted into shares considering the average trading price of the first ten

trading days in January of the following year. The resulting shares are blocked for three years.

The long-term incentive plan (LTI) allows the Board of Directors to allocate part of the Group’s

net profit to the beneficiaries defined in advance. Beneficiaries are the upper management of the

Group, including the Group Executive Board. An allocation is only granted if Group net profit is posi-

tive and exceeds a defined threshold. The total amount of Group net profit dedicated to the LTI is

converted into Autoneum shares and the shares are allocated to the beneficiaries at fixed percentage

rates, corresponding to the internal function levels. The shares become property of the beneficiaries

after a vesting period of three years, if the beneficiaries are then still employed by an Autoneum

company. Due to the three-year vesting period, the value of the LTI is in strong correlation to the

Autoneum share price performance. Immediate vesting occurs in case of death or retirement of

a beneficiary. In case of employment termination, shares not yet vested lapse without compensation.

Exceptions are possible at the discretion of the COC. For the year 2015, 1% of Group net profit has