REMUNERATION REPORT  (CONTINUED) D. EXECUTIVE KMP COMPENSATION  (continued) 5. Variable Remuneration — Long Term Incentive (“LTI”)  (continued) 1. Executive Director KMP E. EMPLOYMENT CONTRACTS (iii) 2012 Option Plan for CEO (“2012 OP”)  (continued) 6. Other benefits 2. Executive Committee KMP F. KMP SHARE AND OPTION HOLDINGS 1. Ordinary Shares Held by KMP in Village Roadshow Limited (number) 26 VILLAGE ROADSHOW LIMITED CLOSE FILE X continue to vest subject to the growth hurdles being met. If Mr. Burke  voluntarily terminates his employment with the Company including by way  of resignation or retirement, all options terms continue for 12 months as if  Mr. Burke’s employment had not ceased and on that date all remaining  vested and unvested options shall lapse. If Mr. Burke dies or involuntarily  terminates his employment with the Company including by way of early  retirement due to ill health, permanent disablement or mental incapacity,  the Company retains the right to allow all option terms to continue as if  Mr. Burke’s employment had not ceased and all options will continue to vest  subject to the growth hurdles being met. The terms of the grant of the options provide that should the Board  determine that Mr. Burke has entered into a hedging transaction or other  transaction having the effect of limiting or eliminating the economic risk  associated with the options as a result of the DPS and EPS growth vesting  hurdles to which they are subject, the options will expire. Compensation and other terms of employment for many of the Group’s  Executive KMP and Non-KMP Executives are formalised in service  agreements. The main terms of all major employment contracts and bonus payments  are reviewed by the Remuneration Committee. The major provisions of the  service agreements of these Group officers relating to compensation are as  set out below. Both Mr. Graham Burke and Mr. Robert Kirby, the Company’s Executive  Director KMP, have signed agreements with the Company setting out the  principal terms and remuneration arrangements agreed with the  Company’s Remuneration Committee. These terms include a base salary, CPI adjusted, superannuation and car  allowance, and an annual capped incentive performance bonus is payable  for the Company achieving certain EPS and CFROI targets. In addition both  Mr. Burke and Mr. Kirby may seek a potential loan from the Company of up  to $2 million on terms and conditions to be agreed by the Remuneration  Committee of the Company. The fair value of each option estimated at date of grant on 29 November 2012  was $0.73, $0.74 and $0.75 for Tranches 1, 2 and 3 respectively. The notional  adjusted equity value of the option allotment and the percentage of Mr Burke’s  total remuneration are detailed on pages 19 and 20 of this Report. Mr. Graham Burke also has a service contract with the Company which  expires on 1 December 2017. In addition to the terms outlined above, the  contract provides for the granting of four and a half million options over  ordinary shares with appropriate exercise hurdles, which options were  issued on 29 November 2012. Other than a global twelve month non- compete clause, the contract does not provide for pre-determined  compensation in the event of termination. The Group has other compensation arrangements with some Executive  KMP such as travel and entertainment reimbursement for business only  purposes and either Company maintained vehicles, vehicle leases or car  allowances as part of their remuneration packages. In addition the payment  of superannuation or retirement benefit amounts within prescribed  statutory limits are made, including various ancillary insurance covers.  Where relevant, the grossed up taxable value of these benefits have been  included as a non-monetary benefit, with the details of the value of these  benefits set out on pages 19 and 20 of this Report. With the appointment of Ms. J.E. Raffe as Finance Director of the Company  in May 2012, Ms. Raffe’s proposed ESP allocation was delayed from the  June ESP allotment to KMP, granted at $3.14, to 29 November 2012 to allow  for shareholder approval at the Company’s 2012 annual general meeting,  following which the ESP shares were issued at $3.78. The Company agreed  to compensate Ms. Raffe with an additional bonus at the time of her future  sale of these ESP shares for the additional value, if any, foregone by the  deferred grant date. This potential bonus payment to Ms. Raffe represents a cash-settled  share-based payment estimated to be a maximum of $275,439, to be  re-assessed at each financial year for changes in expected probability of  payment. The fair value of this additional bonus amount was estimated on  the basis of the estimated after-tax impact of $0.64 per share, being the  difference between $3.78 and $3.14, and is accrued for over the 5 years  from date of grant, being $71,920 for the 2014 financial year (2013: $42,167). Payment for termination without cause under these employment contracts  for Executive Committee KMP is equal to twelve months of salary and  reflects the post employment restraints applicable to these Executive  Committee KMP under their relevant employment contracts. The Group  may terminate an employment contract at any time without notice if serious  misconduct has occurred. Where termination with cause occurs, the KMP  is only entitled to that portion of remuneration which is fixed, and only up to  the date of termination. On termination with cause any unexercisable  LTI plan shares are immediately forfeited and all remaining loans over  such LTI shares must be repaid within 6 months of termination. Messrs. D. Kindlen, C.J. Kirby, S.T. Phillipson and Ms. J.E. Raffe have  ongoing employment agreements with the Company with no fixed expiry  dates. In addition to base salary and superannuation, and a Company motor  vehicle provided to Ms. Raffe and a car allowance provided to Mr. C.J. Kirby,  all Executive Committee KMP are eligible to be paid an annual performance  bonus. All Executive Committee KMP have STI performance bonus  arrangements similar to VRL’s Executive Director KMP based on CFROI and  EPS metrics, as well as a discretionary performance bonus based on  annually set personal performance criteria. NAME Balance at the  start of the year Granted as  remuneration¹ On exercise of  options Net change other Balance at the  end of the year Directors Robert G. Kirby² 71,166,999 – – (2,603,863) 68,563,136 Graham W. Burke² 71,166,999 – – (2,603,863) 68,563,136 John R. Kirby² 71,166,999 – – (2,603,863) 68,563,136 David J. Evans 111,971 – – – 111,971 Peter D. Jonson 85,464 5,019 – – 90,483 D. Barry Reardon 28,552 – – – 28,552 Peter M. Harvie 42,900 – 64,350 – 107,250 Robert Le Tet 84,564 19,640 – – 104,204 Tim Antonie 20,714 1,771 – – 22,485 Executives Julie E. Raffe – – – – – Clark J. Kirby 2,500 – – – 2,500 Simon T. Phillipson 200,000 – – – 200,000 David Kindlen 23,025 – – – 23,025 (b) Structure  (continued) 2014