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EVALUACIÓN DEL MANTENIMIENTO CONSIDERANDO EL SISTEMA DE MONITOREO SATELIT AL

CAPÍTULO IV MARCO TEÓRICO

MONITOREO SATELIT AL

5.6.4 EVALUACIÓN DEL MANTENIMIENTO CONSIDERANDO EL SISTEMA DE MONITOREO SATELIT AL

Fixed salary in 2013

Salary levels are reviewed annually. Adjustment of the fi xed salary is at the discretion of the Supervisory Board, taking account of external and internal developments. The fi xed salaries of the Board of Management did not change in 2013.

Annual bonus

2012

The details of the annual bonus for the year 2012 (which was paid in 2013) are described in the remuneration report 2012 and in the 2012 annual report (both available on Fugro’s website).

2013

The elements of the fi nancial targets were: earnings per share (EPS) 60%, net profi t margin 20% and return on capital employed (ROCE) 20%. These fi nancial elements were based upon Fugro’s annual budget (‘profi t plan’) for 2013. The non-fi nancial (personal) targets were derived from Fugro’s strategic agenda.

The Committee has evaluated the predetermined 2013 annual bonus targets in February 2014. Based on the results for the fi nancial and the non-fi nancial targets, the Supervisory Board has established the extent to which the targets for 2013 were achieved.

The fi nancial performance compared to the fi nancial targets results in four months of annual fi xed salary. Regarding the non-fi nancial targets the Supervisory Board concluded that these were achieved for 100%, also taking into account the successful sale of the majority of the Geoscience division and the completion of the strategy process. As a result the Supervisory Board has decided to award to each of the members of the Board of

Management an annual bonus for the year 2013 (taking into account the months of service) of eight months annual fi xed salary. The payment of the bonus is subject to the correctness of the relevant (fi nancial) data.

Remuneration of the members of the Board of Management in 2013

(in EUR) Fixed salary

Annual bonus (for 2012, paid in 2013) Pension costs including disability

insurance Crisis tax Total

Current members Board of Management

P. van Riel (CEO) 460,000 320,083 284,952 154,412 1,219,447

A. Jonkman (CFO) 350,000 243,542 284,831 77,377 955,750

W.S. Rainey 350,000 243,542 275,000 – 868,542

S.J. Thomson* 233,334 160,000 188,184 28,830 610,348

Former member Board of Management

J. Rüegg** 116,667 272,708 6,000 25,752 421,127

A. Steenbakker*** 232,326 232,326

* Appointed to the Board of Management on 8 May 2013. The information shown above covers the period from the date of appointment. ** Mr. Rüegg retired on 8 May 2013. His employment ended on 24 June 2013. The information shown above covers the period until 24 June 2013. *** The crisis tax relates to benefi ts in connection with the exercised options in 2013.

FUGRO N.V. ANNUAL REPORT 2013 Remuneration report 91

Pension

The pension provisions with the members of the Board of Management are based upon a defi ned contribution system, with the exception of the pension of Mr. Verhagen who joined Fugro as of 1 January 2014. It has been agreed with Mr. Verhagen that he participates in Fugro’s

(collective) pension scheme. The payment of the premium is on Fugro’s account.

Stock options and restricted shares

On 31 December 2013, a total of 196,000 stock options were granted to the members of the Board of

Management. The exercise price of these options is EUR 43.312 (the closing price of the shares at NYSE Euronext Amsterdam on the last trading day of 2013). Further details on options that were granted to (former) members of the Board of Management are specifi ed in Note 5.61 to the fi nancial statements.

There are no personal loans, guarantees or the like granted to members of the Board of Management.

Fringe benefi ts

The customary fringe benefi ts remained unchanged in 2013 and include a company car.

Terms of appointment

The members of the Board of Management are each (re)appointed for a maximum period of four years. Their appointments expire as follows:

P. van Riel: May 2014 (nominated for

reappointment)

A. Jonkman: May 2014 (will step down)

W.S. Rainey: May 2015

S.J. Thomson: May 2017

P.A.H. Verhagen: May 2018

Severance pay

The employment/service agreements with the members of the Board of Management do – in accordance with the Code – provide for a general severance compensation amounting to a maximum of one year’s base salary which in principle is applicable in the event of termination or annulment of the agreement. This severance

compensation is also applicable when the termination is justifi ed by such change of circumstances that the members of the Board of Management cannot reasonably be expected to continue the performance of their function/services as a statutory director of Fugro. This may be the case, for example, if Fugro is liquidated, is merged with or taken over by a third party, is subject to

Stock option overview members

of the Board of Management P. van Riel (CEO) A. Jonkman (CFO) W.S. Rainey S.J. Thomson J. Rüegg* P.A.H. Verhagen

Number of options outstanding on

31 December 2012 418,400 411,400 207,700 200,700 301,400

Options granted on 31 December 2013

and vesting on 31 December 2016 55,000 47,000 47,000 47,000 n/a 30,000

Value of the options granted on

31 December 2013 according to IFRS (EUR) 748,550 639,670 639,670 639,670 n/a 408,300

Number of options exercised in 2013 (50,000) (35,000) (45,000) n/a

Number of options expired with

no value on 31 December 2013 (75,000) (85,000) (35,000) (35,000) (45,000) n/a

Number of options outstanding

on 31 December 2013 348,400 338,400 219,700 212,700 211,400 30,000

* Mr. Rüegg was member Board of Management until 8 May 2013.

Mr. Verhagen, who was appointed to the Board of Management on 27 November 2013 as of 1 January 2014, received upon his appointment, and eff ectively as of 31 December 2013, a one-off compensation award of 15,000 restricted (certifi cates of) shares as well as of 30,000 options for shares to compensate for rights with his former employer that he would lose as a result of him joining Fugro. Further details on this compensation award are available in the explanatory to the agenda of the extraordinary general meeting of shareholders which was held on 27 November 2013 and available on Fugro’s website.

Share overview members

of the Board of Management P. van Riel (CEO) A. Jonkman (CFO) W.S. Rainey S.J. Thomson P.A.H. Verhagen

Remuneration report

92 FUGRO N.V. ANNUAL REPORT 2013

an important reorganisation or to a major change of policy.

REMUNERATION OF THE SUPERVISORY

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