Pallet-Management-Services - AFM

the shares resulting from this option exercise at EUR 2.75 per share. The Executive
Management team used the net proceeds from these transactions, along with private funds, to
acquire an investment in Island LP, which represents an aggregate indirect shareholding of
approximately 8.4% of the share capital of IFCO SYSTEMS as of December 31, 2006. The
remaining unexercised 1.2 million stock options under the MSIP were cancelled. During 2006
and 2005, IFCO SYSTEMS recorded total stock based compensation expense of EUR 0.4
million and EUR 1.0 million, respectively. Fair value was estimated using the Black-Scholes
option-pricing model.
10. Subsequent events
No subsequent events occurred between December 31, 2006 and the authorization date of our
2006 separate financial statements which the Company believes would have a material effect on
the separate financial statements or footnotes herein.
11. Profit distribution
Articles of incorporation with respect to profit distributions
According to Article 20 of the articles of association of the Company:
1. The allocation of profits accrued in a financial year shall be determined by the General
Meeting;
2. Distribution of profits shall be made after adoption of the Annual Accounts showing that
making such distribution is permissible;
3. The General Meeting may resolve to make an interim distribution of profits and to make
distributions at the expense of any reserve;
4. Distributions may be made only up to an amount which does not exceed the amount of
Distributable Reserves and, if concerns an interim distribution, the compliance with this
requirement is evidenced by an interim statement of assets and liabilities as referred to in
Section 2:105 subsection 4 of the Dutch Civil Code. The Company shall deposit the
statement of assets and liabilities at the office of the Trade Register within eight days
after the day on which the resolution to distribute is published.
Proposed appropriation with respect to profit distributions
Prior to the decision of the General meeting the net loss of financial year 2006 has been added
to accumulated deficits.
Amsterdam, February 20, 2007
Karl Pohler Michael W. Nimtsch
CEO CFO
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