In item 4, shareholders are called to an advisory vote on the Annual Remuneration Report. The overall remuneration amounts are reasonable, the cash bonus is capped at 50% of the fixed remuneration and severance payments are equal to 2 years of cash remuneration (fixed plus bonus). However, we strongly regret that the Company has adopted a stock option plan not depending on any performance conditions, and 60% of the annual cash bonus depends on a qualitative assessment of the Nominations and Remuneration Committee. Furthermore, the CEO's variable remuneration depends more on annual than long-term results, and in our opinion it is not properly aligned with the interests of shareholders. Therefore, we recommend opposition.
In item 7, the Board asks the authorization to distribute up to maximum € 100 million to shareholders. The distribution will correspond to the dividend payments in the third and fourth quarter of 2018. The authorization only refers to the maximum amount to be distributed. The actual dividend distribution will be defined by the Board after the AGM. We strongly regret that shareholders are not allowed to vote on the actual dividend distribution, but only to authorize the maximum amount. Furthermore, we have serious concerns over the excessive debt of the Company: net debt almost doubled in the last 3 years, from € 722.9 million in 2015 to € 1'423.1 in 2017, and the net debt-on-market capitalization ratio was 177.8% at the end of last year. Also taking into account that dividends were not covered by consolidated net earnings or cash generation in the last
2 years, we recommend opposition.