Remuneration report.

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Directors’ share interests /

The interests of the directors, including the interests of “connected persons” of the directors (as defined in the Disclosure and Transparency Rules), in the ordinary shares of the Company were as follows:

  14 March
2012*		 31 December
2011*		 1 January
2011
John Brady 27,272 27,272 30,000
Jerry Buhlmann 331,235 331,235 265,890
Simon Laffin 9,090 9,090 10,000
Harold Mitchell 43,751,127 43,751,127 48,125,266
John Napier 90,909 90,909 100,000
Robert Philpott (retired 31.12.11) – 1,160,885 186,572
Nick Priday 19,503 19,503 2,046
Martin Read 13,636 13,636 15,000
Charles Strauss 36,363 36,363 40,000
Lorraine Trainer 30,181 30,181 33,200
*
The figures shown reflect the impact of the 10 for 11 share consolidation effected on 24 October 2011 as well as movements in shareholdings since 1 January 2011.

As at 13 March 2012 Jerry Buhlmann and Nick Priday were also deemed to have an interest in the 23,333,438 ordinary shares held by the Trustee of the Aegis Group Employee Share Trust, as potential beneficiaries under that Trust.

Dilution /

Investor guidelines recommend that the number of newly-issued shares used to satisfy awards under all share plans over any ten year period should be limited to 10% of a company’s issued share capital. If all options granted had become exercisable on 31 December 2011 and new issue shares had been used to satisfy all exercises, the dilution would have been 2.62% of issued share capital.

Audited directors’ share option interests /

Ordinary shares for which directors have, or had during the year, beneficial options to subscribe are as follows (all such options were granted for nil consideration). The 10 for 11 share consolidation effected on 24 October 2011 did not result in any change in the number of shares under option, however the shares under option changed on that date from ordinary shares of 5p to ordinary shares of 5.5p.

Director Options
held at
01.01.11		 Granted
during
2011		 Lapsed
during
2011		 Exercised
during
2011		 Options
held at
31.12.11		 Exercise
price		 Date from
which
exercisable		 Expiry
Date
Jerry Buhlmann 43,995 – – – 43,995 94.00p 18.06.05 17.06.12
  96,033 – – 96,033 – 119.75p 23.03.04 22.03.11
  300,000* – – – 300,000 101.75p 31.03.08 30.03.15
  293,154* – – – 293,154 134.00p 20.03.09 19.03.16
  271,646* – – – 271,646 147.50p 23.03.10 22.03.17
Robert Philpott 266,000 – – – 266,000 101.75p 31.03.08 30.03.15
  215,000 – – – 215,000 134.00p 20.03.09 19.03.16
  195,585 – – – 195,585 147.50p 23.03.10 22.03.17
Total 1,681,413 – – 96,033 1,585,380      

All options granted to Robert Philpott and those options granted to Jerry Buhlmann and marked with an asterisk were granted under the 2003 Executive Share Option Scheme and had the following performance conditions attached:–

Average annual EPS growth in excess of RPI Proportion of option grants exercisable
3% Up to 0.5x salary
3% to 5% 0.5 to 1x salary (pro rata on a straight-line basis)
5% to 10% 1 to 2x salary (pro rata on a straight-line basis)
10% to 15% 2 to 3x salary (pro rata on a straight-line basis)

The other options granted to Jerry Buhlmann were granted under the closed 1995 Executive Share Option Scheme (whose performance condition required that EPS growth over the performance period exceeded RPI plus 5% per annum and that the Company’s TSR performance be greater than that of the FTSE 100 company ranked 33rd over the performance period). It was possible to re-test the conditions annually over the life of the option if they were not achieved after three years, in each case measuring from the same base point.

On 18 March 2011 Jerry Buhlmann exercised 96,033 options granted to him under the 1995 Executive Share Option Scheme. Details are given in the following table.

Name Number
exercised		 Date of
grant		 Option
price		 Market
price at date
of exercise		 Gross gain
Jerry Buhlmann 96,033 23.03.01 119.75p 137.75p £17,285.94

Other than as noted above, no options have been granted, expired or lapsed during the year in respect of the directors.

The middle market price of the ordinary 5.5p shares of the Company as derived from the Stock Exchange Daily Official List on 31 December 2011 was 144.40p and (adjusting for the 10 for 11 share consolidation undertaken on 24 October 2011) the range during the year was 116.17p to 159.08p. The share price on 13 March 2012, the latest practicable date prior to signing of the Annual Report and Accounts, was 180.5p.

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