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Annual Report 2006 ISS Global A/S

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NOTES TO THE FINANCIAL STATEMENTS OF THE PARENT COMPANY<br />

1 January - 31 December. Amounts in DKK millions<br />

3. Share-based payments<br />

Warrant programmes<br />

At 1 January <strong>2006</strong>, certain members of Key Management of <strong>ISS</strong> <strong>Global</strong> A/S held warrants issued under two warrant programmes.<br />

1999 warrant programme<br />

At 1 January <strong>2006</strong>, current members of Key Management held 28,000 warrants under the 1999 warrant programme. All of these<br />

warrants expired out-of-the money on 6 May <strong>2006</strong>.<br />

2000 warrant programme<br />

At 1 January <strong>2006</strong>, current members of Key Management held 16,000 warrants under the 2000 warrant programme. The subscription<br />

price ranged from DKK 514 to DKK 522 and the warrants were exercisable for a period of 30 days following the announcement of the<br />

annual results for the years 2003-<strong>2006</strong>. The outstanding warrants are exercisable within a period of 30 days following the<br />

announcement of <strong>ISS</strong> A/S’s <strong>Annual</strong> <strong>Report</strong> <strong>2006</strong>. The warrants expire on 10 May 2007. <strong>ISS</strong> <strong>Global</strong> A/S believes that the value of the<br />

outstanding warrants under the 2000 warrant programme was insignificant at 31 December <strong>2006</strong>.<br />

FS Invest warrant programme<br />

In July <strong>2006</strong>, funds advised by EQT Partners and Goldman Sachs Capital Partners (the “Principal Shareholders”) established a<br />

management participation programme.<br />

As part of the programme, Key Management, the Board of Directors of <strong>ISS</strong> <strong>Global</strong> A/S and senior managers of the <strong>ISS</strong> <strong>Global</strong> Group<br />

were granted a total of 784,272 warrants in FS Invest S.á.r.l (“FS Invest”), <strong>ISS</strong> <strong>Global</strong> A/S’s ultimate parent. The warrants were<br />

issued in two series, A and B, both expiring on 1 June 2014. The estimated FS Invest share price at the time of the grant was DKK<br />

1,019 per share. The warrants entitle the holder to subscribe for FS Invest shares at an exercise price of DKK 2,039 and DKK 2,549<br />

per share for warrants in series A and series B, respectively, in a proportion which is determined by the exercise restrictions set out<br />

below. The warrants are exercisable for a period of 30 business days prior to and ending on 1 June 2014.<br />

The warrants under the above-mentioned programmes are non-transferable.<br />

As all senior managers of the <strong>ISS</strong> <strong>Global</strong> Group is employed by <strong>ISS</strong> Management A/S the table below only contains warrants granted<br />

to Key Management of <strong>ISS</strong> <strong>Global</strong> A/S.<br />

FS Invest warrants granted to Key Management of <strong>ISS</strong> <strong>Global</strong> A/S in <strong>2006</strong><br />

Series A Series B<br />

Warrants granted in <strong>2006</strong> 3,030 125,424<br />

Warrants forfeited in <strong>2006</strong> - -<br />

Outstanding at 31 December <strong>2006</strong><br />

Key Management<br />

3,030 125,424<br />

In total, 128,454 warrants were granted to Key Management of <strong>ISS</strong> <strong>Global</strong> A/S under series A and B. No warrants were forfeited in<br />

<strong>2006</strong> and at 31 December <strong>2006</strong>, the number of outstanding warrants was unchanged at 128,454.<br />

Accounting<br />

In accordance with the provisions of IFRS 2 Share-based Payment, <strong>ISS</strong> <strong>Global</strong> applies IFRS 2 to grants of warrants that were granted<br />

after 7 November 2002, and had not yet vested at 1 January 2005.<br />

Share-based payments not within the scope of IFRS 2<br />

The outstanding warrants issued by <strong>ISS</strong> A/S are not within the scope of IFRS 2, and the fair value of these instruments has not been<br />

expensed in the income statement.<br />

Share-based payments within the scope of IFRS 2<br />

The FS Invest warrants granted to Key Management, the Board of Directors of <strong>ISS</strong> <strong>Global</strong> A/S and senior managers of the <strong>ISS</strong> <strong>Global</strong><br />

Group are within the scope of IFRS 2. The share-based payment transactions including FS Invest warrant grants to Key Management<br />

of <strong>ISS</strong> <strong>Global</strong> A/S are accounted for as equity-settled transactions.<br />

Continues<br />

_____________________________________________________________________________________________________________<br />

ANNUAL REPORT <strong>2006</strong> / Parent Company Financial Statements<br />

111

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