Dit agenda punt is er niet doorgekomen! 74% voor, terwijl 75% nodig was!
Item 7 – Proposal to amend the 2020 Remuneration Policy (resolution).
Under this agenda item, it is proposed to the General Meeting to approve the proposed amendment to
the 2020 Remuneration Policy as set out below in accordance with article 2:135 (5) Dutch Civil Code.
In order to recognize and reward extraordinary performance and to promote the retention and the
share ownership of the Executive Directors, it is proposed that an Extraordinary Share Award can be
granted to the Executive Directors under an Extraordinary Share Award Plan. The award motivates and
incentivizes the delivery of sustained performance over the long-term, focusing on enterprise value
creation, sustainability and retention of our Executive Directors.
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OCI N.V., Honthorststraat 19, 1071 DC AMSTERDAM, The Netherlands Tel: +31 20 723 4500
Trade Register No. 56821166 VAT No. 852317384B01
Granting an Extraordinary Share Award will be reserved to reward extraordinary performance, being
performance which, because of the dynamics of the Company, is not reflected in targets for the annual
bonus or the PSU Plan. Extraordinary performance shall be measured on the basis of a pre-determined
framework, including value accretive deals (e.g. strategic alliances, acquisitions/divestments, IPOs and
carve outs/spin offs); and (ii) growth in OCI’s green projects, (e.g. development of green product
portfolio, key role in the green hydrogen economy) to reduce carbon intensity while creating value.
Vesting of the Extraordinary Share Awards will be subject to continued engagement as an Executive
Director of the Company for a period of three years. Vesting will not be subject to further performance
conditions. After vesting a holding period of two years applies to the vested shares (net of tax), in line
with the Dutch Corporate Governance Code.
The grant and determination of the size of the Extraordinary Share Award will be at the discretion of the
Board of Directors subject to and within the scope of pre-determined framework as mentioned above.
The maximum annual size of an Extraordinary Share Award is set at 100% of annual base salary. The
Nomination & Remuneration Committee will apply judgement where necessary to ensure approved payout levels are reflective of actual, overall company performance.
Any dividends (or equivalents) paid by the Company to its shareholders will accrue to the Extraordinary
Share Awards granted and be paid upon vesting. The Extraordinary Share Awards will be subject to
malus and clawback provisions as further described in the Remuneration Policy.
Extraordinary Share Awards can be made annually, subject to complying with any closed periods. The
terms and conditions of the Extraordinary Share Awards granted will be based on the PSU Plan (except
for those provisions that relate to vesting being subject to further performance conditions). Any award
made under the Extraordinary Share Award Plan in a given year, will be disclosed in the relevant
Remuneration Report with detailed information on the rationale and considerations of the Nomination
& Remuneration Committee for granting the award.
For the avoidance of doubt, no award under the Extraordinary Share Award Plan shall be made with
regard to the exceptional performance of the Executive Directors over 2021. This is provided for under
agenda item 6.
The proposed amendment to the 2020 Remuneration Policy is subject to a positive vote by 75% of the
total votes cast. The proposal to make this amendment does however not entail a proposal to fully
restate the 2020 Remuneration Policy. Consequently, irrespective of whether this proposal will be
adopted, in accordance with Dutch law, a revision of the 2020 Remuneration Policy will ultimately be
submitted at the General Meeting of the Company to be held in 2024.
Reference is made to the proposed amendment to the 2020 Remuneration Policy and the notification
explanation agenda items 6 and 7 which can be found on the Company’s website (www.oci.nl).