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Compensation 2018

(audited by the external auditor)

With regard to the 2018 equity bonus plan, the Board of Directors has determined that the members of the Executive Board may receive 1/3 of their bonus in the form of shares with a vesting period of three years and at a preferential price of +20% of that part of the bonus they are entitled to receive in shares.

The entitlements for employee shares allocated under the equity participation plan are subject to a three-year vesting period.

In accordance with the termination agreement with Martin Buyle, CEO of the Orell Füssli Group, his outstanding share entitlements were reduced to reflect the fact that he will not remain in his position for the entire vesting period of the awarded shares. For the entitlements allocated in 2016 and 2017, this has no impact on the present compensation report, as those entitlements were already fully disclosed in the 2016 and 2017 compensation reports. For the entitlements allocated at the start of 2018, the amount reduced in accordance with the termination agreement is disclosed in the 2018 compensation table below. Additionally, the termination agreement stipulates that no share awards shall be made at the end of the qualifying period. Instead, the equivalent value based on the share price at that time will be paid out in cash. This has no impact on the compensation value of the entitlements as disclosed.

In 2018, within the framework of the bonus regulations of the Orell Füssli Group, a one-off, individual bonus for extraordinary performance was paid in cash to the CEO of the Orell Füssli Group. This is disclosed in the table below as part of the variable cash compensation in 2018.

Within the framework of the pension fund regulations of the Orell Füssli Group, a one-off bridging payment was made in 2018 to the employees concerned to cover (partially) the decline in the amount of the pension due to the reduction of the conversion rate. This also concerned two members of the Executive Board. The related amounts are included in the table below of the compensation of the members of the Executive Board in the column labelled ‘Social security and pension fund expenses’.

The disclosed compensation amounts are for the services rendered in the year under review. The following tables therefore include all entitlements to compensation relating to the 2018 financial year in full. Compensation that has not yet been paid is accrued in the financial year in question, even when the payment will only be made in the following year.

Compensation of the members of the board of directors for the financial year 2018

in CHF                    
  Fixed
compensation
  Variable
compensation
 
Other payments
 
Total 2018
   
in cash
 
in cash
  Special
allowances
  Social security
expenses
   
Dr Anton Bleikolm, Chairman   170,004       9,530   179,534
Dr Caren Genthner-Kappesz, Member of the Board of Directors   55,000         55,000
Dieter Widmer, Audit Committee (Chairman)   75,000       5,491   80,491
Dr Thomas Moser, Compensation Committee (Member)   55,000       4,027   59,027
Peter Stiefenhofer, Audit Committee (Member) 1)   60,000     34,000   3,824   97,824
Dr Beat Lüthi, Vice Chairman Compensation Commitee (Chaiman)   55,000       4,027   59,027
Total   470,004     34,000   26,899   530,903
1) Compensation paid against invoice excl. VAT for special task in the project Atlantic Zeiser.

Compensation of the members of the board of directors for the financial year 2017

in CHF                    
  Fixed
Compensation
  Variable
compensation
 
Other payments
 
Total 2017
   
in cash
 
in cash
  Special
allowances
  Social security
expenses
   
Dr Anton Bleikolm, Member of the Board of Directors (until 12.05.2017) Chairman (as of 13.05.2017) 1)   126,185       5,885   132,070
Heinrich Fischer, Chaiman (until 12.05.2017) Compensation Committee (Member)   62,152           3,531   65,683
Dr Caren Genthner-Kappesz, Member of the Board of Directors   55,000         55,000
Dieter Widmer, Audit Committee (Chairman)   75,000       5,445   80,445
Dr Thomas Moser, Compensation Committee (Chairman)   55,000       3,993   58,993
Peter Stiefenhofer, Audit Committee (Member)   60,000       4,356   64,356
Dr Beat Lüthi, Vice Chairman (as of 13.05.2017) Compensation Commitee (Member)   36,667       2,648   39,315
Total   470,004       25,858   495,862
1) Until 12.05.2017 Member of the Board of Directors. Compensation paid against invoice excl. VAT.

The social security expenses include the mandatory employer’s contributions. No pension fund contributions were made.

Compensation of the members of the executive board for the financial year 2018

in CHF                            
 

Fixed
compensation
 

Short term variable compensation
incl. bonus share plan 2)
  Long term
variable
compensation
(vested benefits)
 


Other payments
  Social
security and
penson fund
expenses
 


Total 2018
    in cash (CHF)   in cash (CHF)   in shares (CHF) 3)   in shares (CHF) 4)         5)    
Martin Buyle, CEO Orell Füssli Group 1)   370,002   235,000   -   25,868   30,938   113,811   775,619
Other members of the Executive Board 1)   553,404   154,680   14,240   -   19,625   203,532   945,481
Total   923,406   389,680   14,240   25,868   50,563   317,343   1,721,100
1) The Executive Board consisted of four members as of 31 December 2018 (incl. CEO).
2) The termvariable compensation component is paid out in the following year. With regard to variable compensation coponents, the members of the Group Management can choose to receive it entirely in cash or 2/3 in cash and 1/3 in shares. For the CEO, the disclosed variable compensation in cash for 2018 includes the annual variable compensations payable in the following year and a one-off, individual performance bonus in the amount of CHF 50,000.00, which was paid in cash during the year.
3) Three-year vesting period, valued in accordance with the market price as at the allocation period (December 2018) at CHF 86.30. Planned transfer date: 15 April 2019.
4) Valued in accordance with the market price as at the transfer date of 1 January 2018 at CHF 116.00. Reduced payment to the CEO in accordance with the termination agreement.
5) Including additional pension fund contribution as a bridging payment for the "transitional generation" (due to the decline in the conversion rate) for a total amount of CHF 50,610.00.

Compensation of the members of the executive board for the financial year 2017

in CHF                            
 

Fixed
compensation
 

Short term variable compensation
incl. bonus share plan 2)
  Long term
variable
compensation
(vested benefits)
 


Other payments
  Social
security and
pension fund
expenses
 


Total 2017
    in cash (CHF)   in cash (CHF)   in shares (CHF)   in shares (CHF) 3)            
Martin Buyle, CEO Orell Füssli Group 1)   350,000   135,450   -   50,672   29,275   91,621   657,018
Other members of the Executive Board 1)   386,009   71,703   -   -   43,480   99,814   601,006
Total   736,009   207,153     50,672   72,755   191,435   1,258,024
1) The Executive Board consisted of four members as of 31 December 2017 (incl. CEO). The fourth Member of the Executive Board started his work on 01.08.2017
2) The short-termvariable compensation component is paid out in the following year. With regard to variable compensation coponents, the members of the Group Management can choose to receive it entirely in cash or 2/3 in cash and 1/3 in shares. No bonus shares were allocated for the financial year 2017.
3) Valued in accordance with the market price on the day of allocation (01.01.2017) at CHF 124.50.

The social security and pension fund expenses include the mandatory and voluntary employer’s contributions. The pension fund contributions are made jointly by the employer and the employee.

Loans and other payments

The provisions applicable to loans and other payments are set out in article 18i of the articles of incorporation (www.ofh.ch/en/investors).

In the 2018 and 2017 financial years, no loans were granted to the current or past members of the Board of Directors and the Executive Board. Additionally, no guarantees were given on behalf of the members of these bodies for loans granted by third parties. As of 31 December 2018, no such loan receivables were disclosed on the balance sheet.

Further disclosure

The Orell Füssli Group did not make any other payments to current or previous members of the Board of Directors, the Executive Board or any related parties thereof and did not waive any claims that it had against such persons.