Votes on compensation at the 2019 AGM

As illustrated in Exhibit 19, the Board’s proposals to shareholders at the 2019 AGM will relate to Board compensation for the 2019–2020 term of office and EC compensation for the calendar year 2020. There will also be a non-binding vote on the 2018 Compensation Report.

In determining the proposed maximum aggregate EC compensation, the Board takes into consideration the criteria illustrated in Exhibit 20. Given the variable nature of a major portion of the compensation components, the proposed maximum aggregate EC compensation will almost always be higher than the actual award, as it must cover the potential maximum value of each component of compensation.

Exhibit 19: Authority levels in compensation matters
Shareholders will have three separate votes on compensation at the 2019 AGM (graphic)
Exhibit 20: 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)

(1) Numbers will be provided in the AGM invitation.
(2) For full description, see section “Executive Committee compensation”.
(3) This 12.5 percent applied on the entire LTIP is equivalent to 25 percent applied to the P1 component in the design of the 2017 LTIP.