NOTE 24. BOARD REMUNERATION

The remuneration of members of the Management Board has been determined by the Supervisory Board.

During 2017, the Company considered the members of the Management Board and the Supervisory Board to be the key management personnel. Total remuneration for key management personnel in 2017 amounts to €3,637 (2016: €3,315).

The following table sets information concerning all remuneration from the Company (including its subsidiaries) for services in all capacities to all current members of the Management Board of the Company:

1. These amounts represent the vesting expenses related to the financial year.

SHORT-TERM INCENTIVE (CASH BONUS)

Each year, a short-term incentive can be earned, based on achieving specific challenging targets. These targets are based for 75% on company financial targets and for 25% on non-financial targets. The on-target bonus percentage for the CEO is 100% of base salary, with a maximum pay-out of 150% of base salary. The on-target bonus percentage for the other members of the Management Board is 75% of base salary, with a maximum pay-out of 125% of base salary. For the year 2017, the Management Board partially met the company financial targets and met the non-financial targets.

LONG-TERM INCENTIVE (STOCK OPTIONS/PERFORMANCE SHARES)

The members of the Management Board are eligible to receive stock options and performance shares under the ASMI 2014 long-term incentive plan for members of the Management Board in order to focus on the long-term interest of the company. Stock options vest after three years subject to continued employment and expire after seven years. Performance shares vest after three years subject to meeting certain conditions. The members of the Management Board are required to hold the vested performance shares for an additional two years; however, they are allowed to sell a part of the unconditional shares after three years for tax purposes. The next grant of stock options and restricted shares will take place in April 2018.

PENSION ARRANGEMENT

As of 2015, the members of the Management Board no longer participate in the industry wide pension fund. They are offered participation in a defined contribution plan for their salary up to €103,317. For their salary above €103,317, the members of the Management Board are compensated with an amount equal to the employer pension contribution. The members of the Management Board have the option to participate in a net pension plan offered by the company or to have the compensation paid out in cash.

FRINGE BENEFITS

Fringe benefits cover compensation related to the use of a (company) car, a representation and expense allowance, social security premium and premium for health and disability insurance.

OUTSTANDING OPTIONS

The following table shows the outstanding options to purchase ASMI common shares held by current members of the Management Board, and changes in such holdings during 2017:

1. Options are granted for a term of eight years, and become exercisable after a three year vesting period.
2. Options are granted for a term of seven years and become exercisable after a three year vesting period.
3. Options of C.D. del Prado were exercised on November 28, 2017 at a share price of €60.53 and options of P.A.M. van Bommel were exercised on April 25, 2017 at a share price of €55.22.

The fair value of options granted to current members of the Management Board was €14.57 in 2017.

In 2017, 88,450 options to purchase ASMI common shares were exercised and 88,450 treasury shares were sold for the exercise of these options.

OUTSTANDING PERFORMANCE SHARES

The following table shows the outstanding performance shares granted to members of the Management Board in 2017 and held by members of the Management Board per December 31, 2017:

The shares will become unconditional after three years, depending on the achievement of predetermined targets. The financial targets to be achieved are measured over a three-year performance period and relate to a sales growth compared to market and an average EBIT percentage performance measure. The Management Board members will hold the unconditional shares for at least an additional two years; however, they are allowed to sell a part of the unconditional shares after three years for tax purposes.

The following table sets forth information concerning all remuneration (base compensation, no bonuses or pensions were paid) from the Company (including its subsidiaries) for services in all capacities to all current and former members of the Supervisory Board of the Company:

1. Period January 1 to May 25, 2016
2. Period as of May 22, 2017

The remuneration of members of the Supervisory Board has been determined by the Annual General Meeting of Shareholders.

No stock options or performance shares have been granted to members of the Supervisory Board.

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