Employee Share Ownership Plan

(1) Shares purchased within context of Group employee savings plan PEG
(2) Direct ownership

In June 2013, the Company offered to qualifying employees a maximum of 0.45% of its total issued share capital before the offering. This employee offering was for up to 3,200,000 shares of a nominal value of €1 each.
The employee offering was open only to employees who:

• had at least five months’ seniority;
• were employed by (i) the Company or (ii) one of its subsidiaries or (iii) companies in which the Company holds at least 50% of the share capital and over whose management it has a determining influence.

Non-Executive Members of the Board were not eligible to participate in the ESOP offer.
The employee offering was divided into two tranches:

• shares subscribed for by qualifying employees as part of a Group employee savings plan were offered for a price of €42.02 per share;
• shares subscribed for by qualifying employees directly were offered for a price of €44.20 per share.

The 2013 ESOP was structured as a share matching plan, whereby the Company matched a certain number of shares purchased at fair market value with a grant of free shares based on a defined ratio. This ratio varied depending on the number of shares purchased, representing a maximum discount of 50% for 10 purchased shares and a minimum discount of 21% for 400 purchased shares (the maximum number of shares available for purchase by a single employee).

The employees are generally restricted from selling the shares offered in this employee offering for one year and sometimes longer in certain countries. A total number of 2,113,245 shares were issued in the employee offering. Shares were delivered on 29 July 2013.

Following the Annual General Meeting on 29 May 2013, 10 free shares were granted to all eligible employees of the Group to reward them for their engagement and commitment to the Company with an effective date of 15 November 2013.
Group Executive Committee Members, Group Non-Executive Members of the Board and all Group Executives were not eligible to receive these 10 free shares.