Remuneration for the Management Board in 2014

The remuneration of the Management Board in 2014 is comprised of a fixed and variable part and includes a fixed base salary, a variable remuneration component, post-employment benefits, long-term incentive plan benefits and other long-term benefits. The total aggregate remuneration received by the Management Board in 2014 was €3,382,000. The total aggregate amount of fringe benefits amounted to €101,000 for the financial year ended 31 December 2014.

For more detail on the 2014 remuneration of the members of the Management Board, see note 34.4 to the Consolidated Financial Statements entitled “Remuneration”.

Equity Holdings

The number of shares owned by the Management Board as of 31 December 2014 is set out in the table below.

Shares owned

Th. A. Kiesselbach (CEO)

50,693

P.J. de Castro Fernandes (CFO)

12,551

Shortly before the IPO, the Company’s total share capital was changed, resulting in a factor 20 increase in all outstanding shares. The number of shares owned by the CEO and the CFO as of 20 January 2015 therefore translates to the following:

Adjusted for share issuance

Shares owned

Th. A. Kiesselbach (CEO)

1,013,860

P.J. de Castro Fernandes (CFO)

251,020

In the context of GrandVision’s Initial Public Offering on 6 February 2015, Mr. Kiesselbach agreed to sell 10% of his shares for the offer price to the selling shareholder shortly after settlement. This resulted in a decrease of Mr. Kiesselbach’s ownership of shares from 1,013,860 shares to 912,474 shares as of 10 February 2015. Mr. de Castro has not sold any of his shares in the offering.

Loans

In the past, the CEO and the CFO have been given the opportunity to participate in the capital of the Company based on a participation arrangement, enabling them to purchase shares in the Company for which an interest-bearing loan up to a certain amount could be obtained from the Company. These shares were to be kept by the participant for a certain period (generally three to four years). As a security for the Company in respect of the loan, the purchased shares were pledged. The amounts of the loans, including accrued interest outstanding, as per 31 December 2014 are shown in the table below. In February 2015, the CEO repaid his loans and accrued interest fully. Therefore at the publication date of the Annual Report the balance of loans including accrued interest outstanding of Mr. Kiesselbach has become zero.

Name of key management

Amount of loan
(in thousands of EUR)

2014

Th. A. Kiesselbach

1,157

P.J. de Castro Fernandes

1,494

2013

Th. A. Kiesselbach

1,199

P.J. de Castro Fernandes

1,436

Phantom plan awards

The CEO and the CFO have participated in the wider GrandVision phantom long-term incentive plan. This plan consists of phantom shares and phantom share appreciation rights (SAR’s) which give the participants a right to shares of GrandVision at vesting, typically 3 to 4 years after the award. A wide group of senior management of GrandVision participates in this plan. In 2011 to 2014 the CEO and CFO have received awards, the following table shows the number of awards at 31 December 2014 (adjusted with the factor 20 to reflect the twenty-fold increase of the total share capital of the company on 20 January 2015, without impact on the value of the awards):

Phantom shares

Phantom SAR's

Th. A. Kiesselbach (CEO)

88,166

143,900

P.J. de Castro Fernandes (CFO)

44,564

52,840