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Hydro Annual Report 2011b

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Name<br />

Base<br />

salary<br />

1) 2)<br />

Maximum<br />

bonus<br />

potential<br />

1) 2)<br />

Salary<br />

1) 3)<br />

Remuneration paid in 2011<br />

In kind<br />

1) 3)<br />

Bonus<br />

1) 3)<br />

Long­term<br />

incentive<br />

plan (LTI)<br />

1) 3)<br />

Pension<br />

benefits<br />

1) 4)<br />

Outstanding<br />

loans<br />

1) 5)<br />

LTIshares<br />

allocated<br />

<strong>Hydro</strong><br />

share<br />

ownership 6)<br />

Svein Richard Brandtzæg 5 500 2 750 5 632 225 1 937 1 545 5 667 449 16 454 62 847<br />

Jørgen C. Arentz Rostrup 3 015 1 206 3 075 170 828 725 3 541 ­ 7 564 22 902<br />

Johnny Undeli 6 040 1 236 6 136 215 876 750 2 117 ­ 8 150 13 132<br />

Hilde Aasheim 2 870 1 148 2 962 230 835 690 2 451 ­ 7 048 11 112<br />

Kjetil Ebbesberg 2 560 1 024 2 643 184 766 618 1 534 ­ 6 979 8 033<br />

Oliver Bell 3 962 1 585 3 980 166 1 307 988 1 509 ­ 11 415 14 415<br />

Hans­Joachim Kock 4 880 1 357 5 008 1 457 1 211 497 1 359 ­ 5 825 13 325<br />

Arvid Moss 2 665 1 066 2 705 209 764 644 3 042 ­ 7 136 75 957<br />

Tom Røtjer 2 668 1 067 2 808 178 730 648 3 177 ­ 6 896 29 846<br />

Wenche Agerup 2 570 1 028 2 603 182 645 489 2 785 230 5 100 20 637<br />

1) Amounts in NOK thousand. Amounts paid by subsidiaries outside Norway have been translated to NOK at average exchange rates for 2011.<br />

2) Base salary is per December 31, 2011. Maximum bonus potential is for 2011. Bonus, if any, will be paid in 2012.<br />

FINANCIAL STATEMENTS<br />

Note 11 - Employee and management remuneration F31<br />

3) Salary is the amount paid to the individual during 2011, and includes vacation pay. Remuneration-in-kind is the total of all non-cash related benefits<br />

received by the individual during 2011 and includes such items as the taxable portion of insurance premiums, car and mileage allowances and electronic<br />

communication items. Bonus is the amount paid in 2011 based on performance achieved and bonus potential for 2010, including bonus earned before the<br />

individuals joined the Corporate Management Board. The LTI plan benefit reflects gross (pre-tax) amounts. For corporate management board members on<br />

net salary employment contracts, benefits have been converted to the gross (pre-tax) amounts.<br />

4) The estimated change in the value of pension benefits reflects both the effect of earning an additional year's pension benefit and the adjustment to present<br />

value of previously earned pension rights. It is calculated as the increase in Projected Benefit Obligations (PBO) calculated with stable assumptions. As such,<br />

the number includes both the annual accrual of pension benefits and the interest element related to the total accrued pension benefit. For all individuals listed<br />

in the table, this is the estimated change from January 1, 2011 to December 31, 2011.<br />

5) The loans to corporate management board members, including close familiy members, were extended under an employee benefit scheme applicable to all<br />

employees in Norway. The loans to Svein Richard Brandtzæg have interest rates of 3.75 and 3.9 percent and repayment periods of six and eight years. The<br />

loan to Wenche Agerup has an interest rate of 7.25 percent and a repayment period of two years. Payments have been made in a timely fashion and the<br />

loans are not in default.<br />

6) <strong>Hydro</strong> share ownership is the number of shares held directly by the corporate management board member and any shares held by close family members<br />

and controlled entities. <strong>Hydro</strong> share ownership for all corporate management board members is as of December 31, 2011.<br />

Under the long term incentive for 2010 settled in 2011, former corporate management board members Ola Sæter and Odd<br />

Ivar Biller received 3,741 and 2,222 shares with a gross (pre-tax) value of NOK 338 thousand and NOK 196 thousand,<br />

respectively.<br />

Effective March 30, 2009, Eivind Reiten stepped down as President and CEO, and left <strong>Hydro</strong>. He has a termination<br />

agreement with right to certain benefits (excluding bonus) for a three-year period, beginning March 30, 2009. In 2011, Reiten<br />

received a total remuneration of NOK 6,404 thousand. The estimated change in value of his pension benefits increased by<br />

NOK 3,392 thousand.<br />

United Kingdom employee share-based compensation<br />

In 1988, <strong>Hydro</strong> established a stock option share purchase program for employees in the United Kingdom. The stock option<br />

purchase program is organized in an independent trust. The trust acquired shares in the market at the time the options were<br />

granted. The last options were granted in July 2002 and the program will be operational until July 2012, when the last<br />

remaining options expire. No further options will be granted.<br />

Each year the employees were given the option to acquire a limited number of shares at a fixed price during a period from the<br />

third to the tenth year from the grant date. The exercise price of the options originally equaled the share price at the time the<br />

options were granted. On October 1, 2007, in connection with the demerger of <strong>Hydro</strong>'s oil and gas business to Statoil, the<br />

value of the options was reduced. The options remain options over <strong>Hydro</strong> shares only and do not give an option to purchase<br />

the Statoil shares which were issued for each <strong>Hydro</strong> share to the trust.<br />

At January 1, 2010, 19,813 options were outstanding and the trust's balance of shares was 407,908 <strong>Hydro</strong> shares and 271,768<br />

Statoil shares. During 2010 no options were exercised and 3,860 options expired. As of December 31, 2010 the trust's balance<br />

of <strong>Hydro</strong> shares was 423,813 and of Statoil shares was 271,687. There were 15,953 options outstanding as of December 31,<br />

2010, with an average strike price equivalent to NOK 56.34 per share.

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