Annual Report 2016

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 an additional 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 and for receiving either restricted

shares with a blocking period of three years or an entitlement to shares with a deferred transfer after

a period of three years. The calculated bonus is multiplied 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 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

positive 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 35 months, if the beneficiaries are then still employed by

an Autoneum company. Due to the 35 month vesting period, the value of the LTI is in strong corre-

lation 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 2016, 1% of Group

net profit has been allocated (2015: 1%).

There are no share options or share purchase plans.

For 2016, the targets for the Head Business Group SAMEA refer to the Group net profit margin (weighted with 52.5%), Group RONA (22.5%) and

individual targets (25%).

For 2016, the full bonus of the Head of Business Group SAMEA is paid out in cash.

For 2016, the Head Business Group SAMEA and the Head Business Group Asia are not entitled to a LTI.

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Autoneum Financial Report 2016

Remuneration Report