Remuneration policy for the year 2022

The remuneration policies for the Board of Management and Supervisory Board were reviewed by the Supervisory Board in 2020/2021 and approved at the in 2021, taking into consideration input from stakeholders, the requirements of the EU Directive on the encouragement of long-term shareholder engagement (SRD II) and the Dutch regulation implementing this Directive.

Remuneration policy for the Board of Management

The Supervisory Board has concluded that the remuneration policy for the Board of Management – approved at the AGM on April 22, 2021 – is in line with the company’s objectives. The remuneration it provides is balanced and adequate and will remain unchanged. The disclosure on the policy has been extended to provide additional insight to comply with SRD II.

For implementation in 2022, the Supervisory Board has decided that:

  • The base salaries of the Board of Management will be increased in line with the salary adjustments applied for AkzoNobel employees in the Netherlands, including those who are covered by a collective agreement. Increases to the value of 2.5% of base salary will be effective as of January 1, 2022:
    • Thierry Vanlancker, CEO: €1,178,750
    • Maarten de Vries, CFO: €727,750
  • Metrics applied for STI in 2021 were adjusted and OCF, as per the remuneration policy, to support the company’s strategy.
  • Going forward, it is being proposed to replace OCF by free cash flow (FCF) as a metric for STI. The reason is that OCF is an internal metric and focuses only on , Capex and working capital. FCF, on the other hand, is externally published and therefore very well recognized by investors. Ultimately, the Board of Management is expected to steer on FCF, as it also includes elements such as interest, tax and cash out from provisions. This suggested change will be submitted to shareholders for their approval
  • Metrics applied for LTI will remain the same, in line with the strategic direction of the company, and will continue to include ESG

Remuneration policy for the Supervisory Board

The Supervisory Board has concluded that the remuneration policy for the Supervisory Board – approved at the AGM on April 22, 2021 – is in line with the objectives of the company. The remuneration it provides is balanced and adequate and will remain unchanged. The disclosure on the policy has been extended to provide additional insight in compliance with SRD II.

AGM or EGM

Annual General Meeting of shareholders; Extraordinary General Meeting of shareholders.

Operating income

Operating income is defined in accordance with IFRS and includes the relevant identified items. Adjusted operating income excludes identified items.

Adjusted EBITDA

Adjusted EBITDA is operating income excluding depreciation, amortization and identified items.