Remuneration report

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 2007, the remuneration of the members of the Supervisory Board amounted to €219,000 compared to €215,000 in 2006. 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
W.C.J. Angenent – Chairman	50,000	6,000	4,500
R.J. Laan – Vice Chairman 1)	26,923	2,692	2,692
D. Sinninghe Damsté – Vice Chairman 2)	35,000	5,000	3,500
H.M.E.V. Giscard d’Estaing	35,000	2,500	3,500
H.M.E.V. Giscard d’Estaing	35,000	3,500	3,500
Total	181,923	19,692	17,692

¹⁾ Until 9 October 2007 upon resignation as a member of the Supervisory Board
²⁾ Vice Chairman effective November 2007

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 Vedior shares held by members of the Supervisory Board

Supervisory Board	Number of shares
	2007	2006
W.C.J. Angenent	22,608	22,608
H.M.E.V. Giscard d’Estaing	500	500
Total	23,108	23,108

Board of Management

In 2007, the total remuneration (including pension and social security contributions) of the members of the Board of Management amounted to €6.9 million, compared to €5.2 million in 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. In relation to his appointment as a member of the Board of Management, Mr Netland’s base salary was increased by 15%. Effective 1 April 2007, Mr Vervoort’s base salary was increased by 4.3% to set it at a median level relative to a reference group, based on a comparison with the relevant figures of a reference group.

Effective 1 January 2008, base salaries of members of the Board of Management have been increased by 5%, which increase reflects the correction for inflation and economic trends at the time.

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

in thousands of Euro	2007	2006
L.W. Gunning 1)	750	-
C.K.Z. Miles 2)	673	655
G. Netland 3)	438	-
P. Salle 4)	506	482
P. Valks	424	402
F. Vervoort 5)	415	385
B. Wilkinson	446	421

1)	Effective 19 September 2007 following appointment to the Board of Management
2)	Until resignation as a member of the Board of Management on 19 September 2007
3)	Effective 27 April 2007 following appointment to the Board of Management
4)	Until resignation as a member of the Board of Management on 27 April 2007
5)	Effective 1 April 2007

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:

in thousands of Euro	2007	2006	Bonus paid as % of base salary 2006
C.K.Z. Miles	550	373	83%
A.J. Preisig	-	81	-
P. Salle	482	317	100%
P. Valks	402	325	100%
F. Vervoort	320	201	83%
B. Wilkinson	137	-	32%
Total	1,891	1,297

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

Stock options and restricted shares
In 2007, no options were allocated under the Company’s stock option plan and a total of 334,365 (2006: 332,766) shares under the Company’s restricted share plan were allocated to members of the Board of Management.

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

in thousands of Euro	2007	2006
L.W. Gunning 1)	52	-
C.K.Z. Miles 2)	61	79
A.J. Preisig 3)	-	17
P. Valks	90	317
F. Vervoort	67	257
B. Wilkinson	45	44
Total	315	714

¹⁾ Effective 19 September 2007 following appointment to the Board of Management
²⁾ Until resignation as a member of the Board of Management on 19 September 2007
³⁾ Until resignation as a member of the Board of Management on 1 May 2006

Additional payments
As already disclosed in July 2007 when announcing his proposed appointment to the Board of Management, Mr Gunning received an exceptional one-off amount of €400,000 gross for the loss of existing long term incentive rights at his previous employer and an amount of €100,000 gross as compensation for the costs of relocation to the Netherlands.

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
On 19 September 2007, Mr Miles resigned as Chairman of the Board of Management and Chief Executive Officer. He is receiving severance payment amounting to €1.7 million. The restricted shares that were granted to Mr Miles will vest in full.

Directors’ interests in Vedior shares

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

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The table below shows the number of 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 shares held by members of the Board of Management:

Board of Management	Number of shares
at year-end	2007	2006
G. Netland	3,412	2,858
P. Valks	42,322	11,401
F. Vervoort	50,397	25,346
B. Wilkinson	54,675	34,881
Total	150,806	74,486