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Note 27. Board remuneration

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

During 2014, 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 2014 amounts to €3,524 (2013: €3,013).

In 2014, the Annual General Meeting of shareholders approved the revision of the Remuneration Policy for the Management Board proposed by the Supervisory Board.

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

 Base compensation 1BonusesPensionsShare based payment expenses 2Fringe benefitsTotal
Management Board
C.D. del Prado
201452066378762602,083
201352052792506601,705
201251017776398591,220
P.A.M. van Bommel
201438641269528461,441
201337539179418451,308
20123671448832559983
  1. 1-An incidental crisis levy of 16% as imposed by the Dutch government amounted to €145 for 2013 and €175 for 2012. This crisis tax levy is payable by the employer and is charged over income of employees exceeding a €150 threshold for both years. These expenses do not form part of the remuneration costs mentioned.
  2. 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 achievement of specific challenging targets. These targets are for 75% based on company financial targets and for 25% based 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.

Long-term incentive (stock options/performance shares)

The members of the Management Board are eligible to receive stock options and performance shares under the ASM International NV 2014 Long-term incentive plan for members of the Management Board ('plan') 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 3 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 2015.

Pension arrangement

The members of the Management Board are offered participation of the pension plan of the industry wide pension fund ('Pensioenfonds van de Metalektro') for the base salary up to the predetermined ceiling. For the base salary above the ceiling, the members of the Management Board are offered participation of a defined contribution plan, insured by Nationale Nederlanden. Due to the changes in Dutch pension legislation, the pension arrangement for members of the Management Board will change in 2015.

Fringe benefits

Fringe benefits are covering compensation relative to 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 ASM International NV common shares held by current members of the Management Board, and changes in such holdings during 2014:

 Year of grantOutstanding January 1, 2014Granted in 2014Exercised in 2014Outstanding December 31, 2014Exercise priceEnd date
C.D. del Prado 1200723,16823,168€ 16.51May 23, 2015
C.D. del Prado 12008147,416147,416€ 10.78Mar 1, 2016
C.D. del Prado 2200958,96758,967€ 12.79Nov 30, 2017
C.D. del Prado 3201188,45088,450€ 18.93Dec 31, 2018
C.D. del Prado 3201270,76070,760€ 22.93Dec 31, 2019
C.D. del Prado 3201375,00075,000€ 23.73Dec 31, 2020
P.A.M. van Bommel 2201029,48329,483€ 13.80July 1, 2017
P.A.M. van Bommel 3201162,50462,504€ 18.93Dec 31, 2018
P.A.M. van Bommel 3201247,17347,173€ 22.93Dec 31, 2019
P.A.M. van Bommel 3201353,00053,000€ 23.73Dec 31, 2020
655,921655,921
  1. The vesting of these options was conditional. A percentage, not exceeding 150%, of the options which have been granted conditionally will become unconditional after three years, based on the total return of the Company's shares for the three years after the options are granted compared to the average total return of the shares of a relevant number of companies which are similar to the Company during the same three-year period. The options are granted for a term of eight years.
  2. These options are granted for a term of eight years, and become exercisable after a three years vesting period.
  3. These options are granted for a term of seven years and become exercisable after a three years vesting period.

The fair value per option of options granted to current members of the Management Board was €10.22 in 2013.

In 2013, no options to purchase ASM International NV common shares were exercised and as no new shares were issued for the exercise of these options.

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

 Year ended December 31,
 20132014
Supervisory Board
J.C. Lobbezoo6170
J.M.R. Danneels5050
H.W. Kreutzer5153
M.C.J. van Pernis5153
U.H.R. Schumacher5050
G.J. Kramer 125
288276
  1. 1) For the period January 1 through May 16, 2013

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

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

Welcome to our 2014 Corporate reporting site

ASMI has a dual listing on Nasdaq (North America) and Euronext (the Netherlands). Our full 2014 Annual report is prepared in accordance with International Financial Reporting Standards ('IFRS'), as endorsed by the European Union and can be viewed online conveniently. We also file the Annual report on Form 20-F with the US Securities and Exchange Commission, which is available as a PDF. All our 2014 reports can be downloaded quickly and easily.

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STATUTORY
ANNUAL REPORT 2014

Our Statutory annual report provides a comprehensive overview of company developments in 2014. It has been prepared in accordance with International Financial Reporting Standards ('IFRS') as endorsed by the European Union.

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ANNUAL REPORT ON
FORM 20-F 2014

Form 20-F 2014, which is compiled based on US GAAP, has been filed with the Securities and Exchange Commission. It may contain information additional to the Statutory annual report.

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CR REPORT
2014

Our goal is to create better products and add value to the company, our stakeholders and society at large in a responsible, sustainable manner. Our CS report covers all aspects of our efforts to manage our business responsibly.

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REMUNERATION
REPORT 2014

The Remuneration report 2014 provides a breakdown
of our Management Board and Supervisory Board remuneration.

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RECONCILIATION
US GAAP-IFRS 2014

With dual listing in North America and the Netherlands, we report in US GAAP and IFRS. This document outlines the main differences for ASMI relating to US GAAP and IFRS.

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