Remuneration report

2005 REMUNERATION

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. The Annual General Meeting held on 29 April 2005 approved the proposal to increase the remuneration of the Supervisory Board to reflect the increase in corporate governance responsibilities and to bring it in line with the remuneration of supervisory boards in comparable Dutch companies. Consequently, the annual remuneration as from 29 April 2005, for the Chairman of the Supervisory Board was increased from €35,000 to €50,000 and, for its members, from €27,500 to €35,000. It was also approved that the remuneration of the members and the Chairman of the Audit Committee be set at €3,500 and €5,000 respectively, and of the members and the Chairman of the Remuneration and Appointment Committee at €2,500 and €3,500 respectively. Payments for expenses were increased from €2,270 to €4,500 for the Chairman of the Supervisory Board and from €2,270 to €3,500 for its members.

In 2005, the remuneration of the members of the Supervisory Board amounted to €167,000 compared to €117,500 in 2004. The remuneration of the individual members of the Supervisory Board is set out in the table below:

In addition to her remuneration as a member of the Supervisory Board, Ms Kaminsky receives 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

Board of Management

In 2005, the total remuneration (including pension and social security contributions) of the members of the Board of Management amounted to €4.8 million compared to €3.0 million in 2004.

Effective 1 January 2005, base salaries of members of the Board of Management have been increased by 3% on average, which increase reflects the correction for inflation and economic trends at the time. Two members of the Board of Management received a salary increase higher than 3%: Messrs Valks’ and Wilkinson’s base salaries have been increased by 14% and 9% respectively reflecting their performance and increased operational responsibility.

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.

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

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:

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

Stock option and restricted shares
In 2005, no options were allocated under the Company’s stock option plan and a total of 380,995 (2004: 307,239) 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 cash payment of €148,639 (2004: €245,643) relating to the performance share plan of a Group subsidiary.

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

¹⁾ In previous years, the pension charges were reported on a cash basis. In this report, the pension charges are now reported on an accrual basis. In 2004, pension premiums paid for Mr Valks and Mr Vervoort were €38,000 and €37,000 respectively relating to 2003 pensions.

Additional benefits
Members of the Board of Management receive additional benefits including medical and life insurance, provision of 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.

Directors’ interests in Vedior shares

The table on this page shows 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