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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 />

15. Related party transactions<br />

The sole shareholder of <strong>ISS</strong> <strong>Global</strong> A/S, <strong>ISS</strong> A/S has controlling influence in <strong>ISS</strong> <strong>Global</strong> A/S. The ultimate controlling company of<br />

<strong>ISS</strong> <strong>Global</strong> A/S is FS Invest S.à.r.l. ("FS Invest"), which is 54% owned by funds advised by EQT Partners and 44% owned by<br />

Goldman Sachs Capital Partners.<br />

Members of the Board of Directors and Managing Directors<br />

Apart from remuneration as described in note 2, Staff Costs, note 3, Share-based payments and the incentive programmes<br />

described below there were no significant transactions with members of the Board of Directors or Managing Directors during the<br />

year.<br />

Incentive Programmes<br />

The Principal Shareholders have offered a management participation programme, under which the Managing Directors, the current<br />

Board of Directors and a number of senior officers of <strong>ISS</strong> <strong>Global</strong> were offered to make an investment. The programme is structured<br />

as a combination of direct and indirect investments in a mix of shares and warrants of FS Invest, <strong>ISS</strong> <strong>Global</strong> A/S's ultimate parent,<br />

amounting to DKK 176 million in total. Furthermore, as described in note 3, Share-based payments, certain officers were granted a<br />

total of 784,272 warrants in FS Invest. The management participation programme was rolled out in July <strong>2006</strong> and from the outset<br />

138 eligible officers participated in the programme.<br />

Non-executive members of the former Board of Directors (except representatives of the Principal Shareholders) have been offered<br />

to participate in a directors participation programme, under which they have invested in a mix of shares and warrants of FS Invest<br />

amounting to approximately DKK 6 million in total. In addition they have co-invested with the Principal Shareholders for<br />

approximately DKK 17.6 million in total.<br />

<strong>ISS</strong> <strong>Global</strong> A/S' Board of Directors' and Managing Directors' external directorships and external executive positions<br />

Board of Directors Board Member Executive Position<br />

Jørgen Lindegaard Telenor ASA and Efsen Engineering A/S None<br />

Flemming Schandorff None None<br />

Jeff Gravenhorst None<br />

None<br />

Managing Directors<br />

Flemming Schandorff None None<br />

Bjørn Raasten None None<br />

Christian Kofoed Jakobsen None None<br />

Affiliates<br />

In <strong>2006</strong>, <strong>ISS</strong> <strong>Global</strong> A/S had the following transactions with affiliates. All transactions were made on market terms.<br />

<strong>ISS</strong> <strong>Global</strong> A/S received/paid interest from/to affiliates, see note 6, Net finance costs.<br />

<strong>ISS</strong> <strong>Global</strong> A/S paid/received joint taxation contribution equal to 28% of taxable income to/from FS Equity A/S (the ultimate parent<br />

company in Denmark), see note 7, Taxes.<br />

<strong>ISS</strong> <strong>Global</strong> A/S has receivables from affiliates and debt to affiliates, see note 10, Financial assets and liabilities.<br />

<strong>ISS</strong> <strong>Global</strong> A/S received dividends from affiliates, see note 9, Non-current assets.<br />

<strong>ISS</strong> <strong>Global</strong> A/S paid dividends to <strong>ISS</strong> A/S.<br />

Apart from the above there were no other material transactions with related parties and shareholder during the year.<br />

________________________________________________________________________________________________<br />

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

121

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