Board of Directors

The annual general meeting of shareholders determines the remuneration of the members of the Board of Directors for attending board and committee meetings. In 2009, the shareholders approved the board’s proposal to maintain the fees paid to the directors at the previous year’s level. Directors receive a fixed fee of EUR 40,000 per year, whereas the Vice Chairmen receive an annual fixed fee of EUR 48,000 and the Chairman receives EUR 100,000 per year. The Chairman of the Audit Committee receives an additional EUR 8,000 per year for chairing the Audit Committee.

The shareholders also maintained the fees per meeting at EUR 1,600 for each meeting of the board or a committee of the board attended. Half of that fee will be paid if the director participates via telephone or videoconference in the meeting. All these fees are net of any Luxembourgish withholding taxes. The total net remuneration fees paid for the year 2009 to the members of the Board of Directors (net of the Luxembourgish withholding tax) amounted to EUR 1,023,200 of which EUR 259,200 were paid as variable fees, with the remaining EUR 764,000 representing the fixed part of the board fees. The gross overall figure for the year 2009 was EUR 1,279,000.

Company stock owned by members of the Board of Directors

On December 31, 2009, the members of the Board of Directors owned a combined total of 641,205 shares and FDRs (representing 0.13% of the company’s share capital), and 9,320 options. These options were granted at the time of the company’s IPO in 1998. No additional options have been granted to directors since.