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A GLOBAL AMBITION ANNuAL REPORT 2006 - Dufry

A GLOBAL AMBITION ANNuAL REPORT 2006 - Dufry

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<strong>Dufry</strong> Annual Report <strong>2006</strong> — Corporate Governance<br />

. Compensation for acting members of governing bodies<br />

The following compensations were paid in <strong>2006</strong>:<br />

board of Directors<br />

The members of the Board of Directors (all non-executive) received aggregate<br />

compensation including bonuses amounting to a total of CHF 300,000 in fiscal<br />

year <strong>2006</strong>. Three of the current members of the Board of Directors receive no<br />

compensation. The compensation during fiscal year <strong>2006</strong> to three members of<br />

the Board of Directors, who ended their function as an active member during<br />

<strong>2006</strong>, amounted to CHF 89,672.<br />

Group Executive Committee<br />

The members of the Group Executive Committee received an aggregate compensation<br />

amounting to CHF 8,722,917 in fiscal year <strong>2006</strong>, of which CHF 549,256<br />

correspond to post-employment pension and other benefits. In addition, the<br />

expense in the fiscal year <strong>2006</strong> related to the Restricted Share Unit plan of<br />

members of the Group Executive Committee amounted to CHF 1,488,000.<br />

No additional severance payments were made during fiscal year <strong>2006</strong> to members<br />

of governing bodies, who ended their functions during <strong>2006</strong>.<br />

. Compensations for former members of governing bodies<br />

During fiscal year <strong>2006</strong>, no compensation was paid to any members of governing<br />

bodies, who ended their function in 2005 or at an earlier date.<br />

. Share allotment in the year under review<br />

No shares were allotted in fiscal year <strong>2006</strong>.<br />

. Share ownership<br />

As of December 31, <strong>2006</strong>, non-executive Board members and parties closely<br />

linked to them held a total of 58,133 shares in <strong>Dufry</strong> Ltd. Mr Luis Andrés Holzer<br />

Neumann, and certain of his family members are also the beneficiaries of a<br />

trust that controls Petrus PTE Ltd.<br />

The members of the Group Executive Committee and parties closely linked to<br />

such persons, held no shares in <strong>Dufry</strong> Ltd as of December 31, <strong>2006</strong>.<br />

.6 options<br />

The Company has no traditional option plans outstanding. However, it has approved<br />

a Restricted Stock Unit (RSU) plan. Beneficiaries of this plan are certain<br />

members of the <strong>Dufry</strong> Group management. From an economic point of view, the<br />

Restricted Stock Units are stock options with an exercise price of nil.

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