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48

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Furthermore, the Company has agreed

to grant an additional incentive of annual

variable remuneration to the management

team, to be determined by the Remuneration

and Nomination Committee, linked to

the Company’s shares which rewards the

management team depending on the returns

achieved by the Company’s shareholders

(the “Management Stock Plan”).

The members of the management team

will be entitled to the delivery of the shares

stemming from the Management Stock Plan

if the following two key hurdles are met:

• The Shareholder Return Rate (defined as

the Shareholder Return for a given year

divided by the EPRA NAV of the Company

as of 31 December of the immediately

preceding year) for such year exceeds 8%.

• The sum of (i) the EPRA NAV of the

company on 31 December of the fiscal year

and (ii) the total dividends (or any other

form of remuneration or distribution to the

shareholders) that has been distributed

in that fiscal year, or in any preceding

fiscal year since the most recent fiscal

year in respect of which a payment under

the Management Stock Plan was made,

exceeds the Relevant High Watermark

If the above hurdles are met, the

Management Stock Plan is awarded. In 2015,

MERLIN Properties does not comply with

exceeding both limits and consequently no

incentive related to the Management Stock

Plan is awarded.

(€ thousand)

Relevant High Watermark

(a)

1,354,970

EPRA NAV end of period + dividends paid

(b)

1,410,600

High Watermark Outperformance

(c) = (b) - (a)

55,630

Key Hurdles Test:

Shareholder Return above 8%

NO

High Watermark Ourperformance

YES

Promote calculation. It is the lower of the following:

8% of the Total Shareholder Return

-

16% of the excess return on Relevant High Watermark

(e) = (c) *0.16

8,901

Applicable Stock Plan

-