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Supervisory Board

In accordance with article 26 of the Company’s articles of association, the remuneration of the Supervisory Board is determined by the general meeting of shareholders. As from the Annual General Meeting held on 29 April 2005, the annual remuneration is set at the amounts included in the table below:

in Euro	Chairman	Member
Supervisory Board	50,000	35,000
Audit Committee	5,000	3,500
Remuneration and Appointment Committee	3,500	2,500
Payment for expenses	4,500	3,500

In 2006, the remuneration of the members of the Supervisory Board amounted to €215,000 compared to €167,000 in 2005. The remuneration of the individual members of the Supervisory Board is set out in the table below:
　

in Euro, unless otherwise stated	Base compensation	Committee compensation	Payment of expenses	Other payments
W.C.J. Angenent – Chairman	50,000	6,000	4,500
R.J. Laan – Vice-Chairman	35,000	3,500	3,500
H.M.E.V. Giscard d’Estaing 1)	23,333	1,667	2,333
B.C. Hodson 1)	23,333	2,333	2,333
P. Kaminsky 2)	11,667	833	1,167	USD 30,000
D. Sinninghe Damsté	35,000	5,000	3,500
Total	178,333	19,333	17,333

¹⁾ Effective 28 April 2006 following appointment to the Supervisory Board
²⁾ Until 28 April 2006 when resigned as a member of the Supervisory Board

In addition to her remuneration as a member of the Supervisory Board, Ms Kaminsky received a fixed annual remuneration of USD 30,000 relating to consulting activities undertaken for Vedior subsidiaries in the United States. The members of the Supervisory Board do not receive any performance or equity related compensation and do not accrue pension rights with Vedior N.V.

Number of (depositary receipts of) ordinary Vedior shares held by members of the Supervisory Board

Supervisory Board		Number of (depositary receipts of) ordinary shares
	2006	2005
W.C.J. Angenent	22,608	22,608
H.M.E.V. Giscard d’Estaing	500
P. Kaminsky		1,018
Total	23,108	23,626

　

  Board of Management

In 2006, the total remuneration (including pension and social security contributions) of the members of the Board of Management amounted to €5.2 million, including severance payment for Mr Preisig, compared to €4.8 million in 2005.

Effective 1 January 2006, base salaries of members of the Board of Management have been increased from between 7%-18% to set them at a median level relative to a reference group, based on a comparison with the December 2005 figures of a reference group.

Following Mr Preisig’s resignation as a member of the Board of Management, his responsibilities have been reassigned to the other operational members of the Board of Management. Taking their new responsibilities into account, their base salaries have been increased by €25,000 for Mr Salle and Mr Valks and by €50,000 for Mr Wilkinson, effective 1 May 2006.

Effective 1 January 2007, base salaries of members of the Board of Management have been increased by 3.3%, which increase reflects the correction for inflation and economic trends at the time.

The base salaries of the members of the Board of Management are set out in the table below:

in thousands of Euro	2006	2005
C.K.Z. Miles	655	601
A.J. Preisig 1)	115	357
P. Salle	482	425
P. Valks	402	325
F. Vervoort	385	330
B. Wilkinson	421	342
Total	2,460	2,380

　
¹⁾ Until resignation as a member of the Board of Management on 28 April 2006.

Annual cash bonus
Based on the level of achievement of the budgeted operating income of the Group or the budgeted operating income of the companies for which a member of the Board is responsible, the cash bonuses paid are set out in the table below:

			Bonus paid as % of base
in thousands of Euro	2006	2005	salary 2005
C.K.Z. Miles	373	571	62%
A.J. Preisig	81	352	24%
P. Salle	317	281	75%
P. Valks	325	285	100%
F. Vervoort	201	320	62%
B. Wilkinson		128
Total	1,297	1,937

Cash bonuses paid in any year relate to the performance in the previous year.

Stock options and restricted shares
In 2006, no options were allocated under the Company’s stock option plan and a total of 332,766 (2005: 380,995) (depositary receipts of) ordinary shares under the Company’s restricted share plan were allocated to members of the Board of Management. Mr Salle received a final cash payment of €151,598 (2005: €148,693) relating to the performance share plan of a Group subsidiary, for which he was formerly directly responsible.

Pensions
The Company incurred the following charges for pension schemes of members of the Board of Management.

in thousands of Euro	2006	2005
C.K.Z. Miles	79	72
A.J. Preisig 1)	17	26
P. Salle
P. Valks	317	168
F. Vervoort	257	82
B. Wilkinson	44	34
Total	714	382

¹⁾ Until resignation as a member of the Board of Management on 28 April 2006.

Additional benefits
Members of the Board of Management receive additional benefits including medical and life insurance, accident insurance, a company car or a car allowance. All of these benefits are in line with local practice in the country of residence of each Board member. The Company also provides Directors and Officers liability insurance.

Severance pay
As of May 2006, Mr Preisig has left the Company. He is receiving severance payment amounting to €563,000. Part of the restricted shares that we granted to Mr Preisig in 2005 vested based on the achievement of the performance targets measured over the relevant period.

Directors’ interests in Vedior shares

The tables showed on  this page show the number of outstanding options and restricted shares granted to the Board of Management.

The table below shows the number of (depositary receipts of) ordinary Vedior shares held by the members of the Board of Management at the end of the year, in addition to their interests in Vedior options and restricted shares.

Number of (depositary receipts of) ordinary Vedior shares held by members of the Board of Management

Board of Management		Number of (depositary receipts of) ordinary shares
at year-end	2006	2005
C.K.Z. Miles	160,563	150,563
P. Valks	11,401
F. Vervoort	25,346	214
B. Wilkinson	34,881	4,479
Total	232,191	155,256