Remuneration report.

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Audited awards under the 2003 Performance Share Plan /

The table below details awards to executive directors under the 2003 Performance Share Plan:

Name Maximum
potential
award of
shares
at 01.01.11		 Awards
granted
during year		 Awards
lapsed
during year		 Awards
vested
during year		 Maximum
potential
award of
shares
at 31.12.11		 Performance period
Jerry Buhlmann 567,935 – 423,112 144,823 – 01.01.08 to 31.12.10
  96,920 – 72,206 24,714 – 01.01.08 to 31.12.10
  925,657 – – – 925,657 01.01.09 to 31.12.11
  1,918,159 – – – 1,918,159 01.01.10 to 31.12.12
    800,712 – – 800,712 01.01.11 to 31.12.13
Robert Philpott 417,027 – 310,685 106,342 – 01.01.08 to 31.12.10
  618,362 – 309,181 309,181 – 01.01.09 to 31.12.11
  808,751 – 404,376 404,375 – 01.01.10 to 31.12.12
    470,435 235,218 235,217 – 01.01.11 to 31.12.13
Nick Priday 511,509 – – – 511,509 01.01.10 to 31.12.12
    320,285 – – 320,285 01.01.11 to 31.12.13

The 10 for 11 share consolidation effected on 24 October 2011 did not result in any change to the number of shares comprised in any of the unvested awards shown above, however the shares comprised within the unvested awards changed on that date from ordinary shares of 5p to ordinary shares of 5.5p.

The unadjusted market price of Aegis Group plc shares at the date of the 2009, 2010 and 2011 awards was 87.50p, 117.30p and 140.50p respectively. The market price of Aegis Group plc shares at the date of the June 2008 and August 2008 awards was 123.50p and 112.00p respectively.

The number of shares shown in the columns entitled “maximum potential award of shares” represents the maximum number of shares capable of vesting at the end of the performance period, if the performance conditions are satisfied to the fullest extent.

The performance conditions for all outstanding Performance Share Plan awards are set out in the policy section of this report.

As anticipated in the circular issued to shareholders on 29 July 2011, a total of 948,773 shares awarded to Robert Philpott under the Performance Share Plan in 2009, 2010 and 2011 vested during the year following the sale of Synovate to Ipsos SA, in accordance with the rules of the Performance Share Plan. The Remuneration Committee exercised its discretion in relation to the performance conditions attaching to those awards and agreed that the awards should vest at 50% of their maximum amount.

Details of the Performance Share Plan awards vesting in 2011 are as follows:

Name Number
vested		 Date of
award		 Market
price at date
of transfer		 Gross gain
Jerry Buhlmann 144,823 03.06.08 128.80p £186,532.02
  24,714 01.09.08 126.40p £31,238.49
Robert Philpott 106,342 03.06.08 127.90p £136,011.42
  309,181 21.04.09 132.25p £408,891.87
  404,375 28.05.10 132.1499p £534,381.16
  235,217 08.04.11 132.2299p £311,027.20

Audited awards under the 2005 Performance Restricted Stock Plan /

Robert Philpott held, and Nick Priday holds, awards under the 2005 Performance Restricted Stock Plan, granted before their appointment as directors. Details of awards granted under the 2005 Performance Restricted Stock Plan are shown in the table below:

Name Maximum
potential
award of
shares
at 01.01.11		 Awards
granted
during year		 Awards
lapsed
during year		 Awards
vested
during year		 Maximum
potential
award of
shares
at 31.12.11		 Performance period
Robert Philpott 500,000 – – 500,000 – 01.01.09 to 31.12.11
Nick Priday 40,160 – – 40,160 – 01.01.08 to 31.12.10
  85,714 – – – 85,714 01.01.09 to 31.12.11
  250,000 – – – 250,000 01.01.09 to 31.12.11

The 10 for 11 share consolidation effected on 24 October 2011 did not result in any change to the number of shares comprised in any of the unvested awards shown above, however the shares comprised within the unvested awards changed on that date from ordinary shares of 5p to ordinary shares of 5.5p.

As anticipated in the circular issued to shareholders on 29 July 2011, 500,000 shares awarded to Robert Philpott under the Performance Restricted Stock Plan in 2009 vested during the year following the sale of Synovate to Ipsos SA, in accordance with the rules of the Performance Restricted Stock Plan.

Details of the Performance Restricted Stock Plan awards vesting in 2011 are as follows:

Name Number
vested		 Date of
award		 Market
price at date
of transfer		 Gross gain
Robert Philpott 500,000 01.09.09 132.10p £660,500.00
Nick Priday 40,160 23.05.08 126.60p £50,842.56

The market price of Aegis shares at the date of the 2008 awards was 124.50p and for the 2009 awards was respectively 87.50p (April 2009) and 102.90p (August and September 2009). Awards vest in full provided the Company’s average annual EPS growth over a three year performance period reaches 3% (RPI plus 3% in relation to awards granted up to 2010).

The number of shares shown in the columns entitled “maximum potential award of shares” represents the maximum number of shares which is capable of vesting at the end of the performance period if the performance conditions are satisfied.

In 2011 the Performance Restricted Stock Plan changed its name to the Incentive Share Plan and will be referred to by its new name in future reports.

Other share awards /

Part of Jerry Buhlmann’s 2008 bonus was deferred in the form of a grant of an award over 33,591 ordinary 5p shares in March 2009. In common with many other deferred bonus schemes there were no performance conditions other than continued employment. All shares vested on 13 September 2011. Details are given in the following table:

Name Number
vested		 Date of
award		 Market
price at date
of transfer		 Gross gain
Jerry Buhlmann 33,591 25.03.09 122.70p £41,216.15

Shareholding guidelines /

The Company has share ownership guidelines which operate in tandem with the executive share incentive schemes introduced in 2003, namely the Performance Share Plan and the Executive Share Option Scheme. The guidelines, which (as explained last year) were simplified in March 2011, require executive directors and other senior executives to retain in the form of shares for at least 2 years at least 35% of any profit made (after paying the exercise price and any tax liability) on the exercise of 2003 Executive Share Option Scheme options and the vesting of any Performance Share Plan awards. No further Performance Share Plan awards will be granted to executives who fail to retain shares in accordance with these guidelines.

Performance graph /

The following graph illustrates the Company’s TSR between 31 December 2006 and 31 December 2011 relative to the FTSE All Share Media Index (adjusted to reflect the 10 for 11 share consolidation effected by the Company on 24 October 2011). Aegis Group plc is a member of the FTSE All Share Media Index and the Remuneration Committee considers that a comparison of the Company’s TSR relative to similar businesses is more appropriate than a comparison with a general FTSE Index.

Aegis vs FTSE All Share Media Index TSR Performance /

Lorraine Trainer
Chairman of the Remuneration Committee

14 March 2012

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