29. Share-based payments

The Group operates equity-settled share-based plans. The fair value of the employee services received in exchange for the grant of the shares is recognised as cost with a corresponding credit entry of equity. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. The total amount to be expensed is determined by reference to the fair value of the shares granted:

  • including a market performance condition based on the Company’s share price;

  • excluding the impact of any service and non-market performance vesting conditions; and

  • including the impact of any non-vesting conditions.

At the end of each reporting period, the Group revises its estimates of the number of shares that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the impact of the revision to original estimates, if any, in the income statement within ‘personnel expenses’, with a corresponding adjustment to equity. In addition, in some circumstances employees may provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognising the expense during the period between service commencement period and grant date.

The Group operates a Performance Share Plan for members of the Executive Board and for a limited group of senior management positions below the Executive Board. Under the Performance Share Plan, each year performance shares are conditionally awarded subject to performance over a vesting period of three years and, for members of the Executive Board, followed by a lock-up period of two years. Further information about the Performance Share Plan is included in the remuneration report.

In principle, conditionally awarded shares are forfeited if the participant is no longer employed by the company, unless agreed upon otherwise. However upon termination of employment due to retirement, disability or death the participant (or his or her heirs) reserves the right on the pro rata number of conditionally awarded shares to become unconditionally pursuant to the same vesting conditions as described above (pro rata means the number of full months that the participant was engaged by the Group during the performance period divided by 36 months). For the performance shares, the most recent expected results of the Group were included to calculate the expected vesting of performance shares.

Conditional shares in the Performance Share Plan include a dividend right like ordinary shares, however these dividends will be paid out in shares at the vesting date. Therefore, the dividend yield on the conditional shares equals nil. 

In 2025, an amount of €2.6 million was charged (2024: €2.7 million) to the income statement arising from the share plans.

The movement of the Performance Share Plan (in number of conditionally awarded shares) during 2025 for the members of the Executive Board and for other participants is as follows:

(in # of shares)

As at 1 January 2025

Awarded

Dividend rights

Vested (including dividend)

Unvested

Forfeited

As at 31 December 2025

R.J.M. Joosten

869,872

181,521

22,748

(262,318)

(23,847)

-

787,976

H. de Pater

76,141

111,033

2,116

(20,023)

(1,820)

-

167,447

L.F. den Houter

403,651

-

8,651

(166,529)

(15,139)

-

230,634

Other participants

1,971,887

709,767

50,620

(430,010)

(41,073)

(263,939)

1,997,252

3,321,551

1,002,321

84,135

(878,880)

(81,879)

(263,939)

3,183,309

The movements per plan for 2025 are as follows:

(in # of shares)

As at 1 January 2025

Awarded

Dividend rights

Vested (including dividend)

Unvested

Forfeited

As at 31 December 2025

2022-2024

960,759

-

-

(878,880)

(81,879)

-

0

2023-2025

1,252,256

-

45,646

-

-

(80,986)

1,216,916

2024-2026

1,108,536

-

38,489

-

-

(120,902)

1,026,124

2025-2027

-

1,002,321

-

-

-

(62,051)

940,270

3,321,551

1,002,321

84,135

(878,880)

(81,879)

(263,939)

3,183,309

In 2025, the Performance Share Plan 2022-2024 vested at 91%. 

The fair value per share of the 2025 award in connection with the TSR performance part amounted to €6.76 per share and is determined using a Monte Carlo simulation model. For the other (non) financial performance measures, the fair value equals the share price at the grant date. The key assumptions used in the valuations of the fair values were as follows:

2025

Share price at grant date (in €)

6.38

Risk-free interest rate (in %)

1.82

Volatility (in %)

33.82

Expected volatility has been determined based on historical volatilities for a period of five years.