Compensation 2017

(audited by the external auditor)

With regard to the 2017 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.

The disclosed compensation amounts are for the services rendered in the year under review. Thus, the following tables comprise all compensation claims relating to the 2017 financial year. Compensation that has not yet been disbursed is accrued in the financial year concerned, even when the disbursement is made in the subsequent year.

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, Chairman (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 Committee (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.

Compensation of the members of the board of directors for the financial year 2016

in CHF
	Fixed Compensation	Variable compensation	Other payments		Total 2016
	in cash	in cash	Special allowances	Social security expenses
Heinrich Fischer, Chairman Compensation Committee (Member)	163,336	–	–	9,279	172,615
Dr Caren Genthner-Kappesz (as of 29.04.2016) Member of the Board to Directors	36,667	–	–	2,691	39,358
Gonpo Tsering, Vice Chairman (until 28.04.2016) Compensation Committee (Chairman)	15,000	–	–	1,101	16,101
Dieter Widmer, Audit Committee (Chairman)	70,000	–	–	5,137	75,137
Dr Thomas Moser, Compensation Committee (Chairman)	51,667	–	–	3,791	55,458
Peter Stiefenhofer, Audit Committee (Member)	55,000	–	–	4,036	59,036
Dr Anton Bleikolm, Member of the Board of Directors¹⁾	51,667	–	–	–	51,667
Total	443,337	–	–	26,035	469,372
¹⁾ 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 2017

in CHF
	Fixed compensation	Short term variable compensation incl. bonus share plan²⁾		Long term variable compensation (vested benefits)	Other payments	Social security and penson fund expenses	Total 2017
	in cash (CHF)	in cash (CHF)	in shares (CHF)	in shares (CHF)³⁾
Martin Buyle, CEO Orell Füssli Group¹⁾	350,000	135,450	-	50,672	29,275	91,621	657,018
Other members of the Executive Board¹⁾	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-term variable compensation component is paid out in the following year. With regard to variable compensation components, 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.

Compensation of the members of the executive board for the financial year 2016

in CHF
	Fixed compensation	Short term variable compensation incl. bonus share plan²⁾		Long term variable compensation (vested benefits)	Other payments	Social security and pension fund expenses	Total 2016
	in cash (CHF)	in cash (CHF)	in shares (CHF)³⁾	in shares (CHF)⁴⁾
Martin Buyle, CEO Orell Füssli Group¹⁾	350,000	208,250	-	51,072	29,633	103,539	742,494
Other members of the Executive Board¹⁾	311,004	110,760	12,667	-	48,976	87,268	570,675
Total	661,004	319,010	12,667	51,072	78,609	190,807	1,313,169
¹⁾ The Executive Board consisted of three members as of December 12 2016 (incl. CEO)
²⁾ The short-term variable compensation component is paid out in the following year. With regard to variable componsation components, the members of the Group Management can choose to receive it entirely in cash of 2/3 in cash and 1/3 in shares.
³⁾ 3-year vesting period, valued in accordance with the market price at the time of allocation (December 2016) at CHF 122.98. The transfer took place on 10.04.2017.
⁴⁾ Valued in accordance with the market price on the day of allocation (1.1.2016) at CHF 114.00.

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.orellfuessli.com/articles_of_incorporation).

In the 2017 and 2016 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 2017, 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.

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