Report of the directors.

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Directors /

The names of the directors at the date of this report and their biographical details are given in the Board of directors.

The only change to the Board during the year was the retirement of Robert Philpott on 31 December 2011.

The interests of the directors in the shares and share incentives of the Company are shown in the Remuneration report.

Re-election of directors /

The Board notes that the UK Corporate Governance Code issued by the Financial Reporting Council (the “Corporate Governance Code”) provides for the annual re-election of all directors. As explained in the Directors’ report last year this is not without risk, and the Company chose not to implement this provision at the 2011 Annual General Meeting. The Board continues to have this view and believes it is in the interests of the Company’s shareholders as a whole not to put up all directors simultaneously in 2012. John Napier, Chairman, Jerry Buhlmann, CEO and Nick Priday, CFO will all offer themselves for re-election at the Annual General Meeting.

Details of all the directors’ service agreements, including notice periods, are given in the Remuneration report.

Directors’ indemnities /

A qualifying third party indemnity (“QTPI”), as permitted by the Articles of Association and sections 232 and 234 of the Companies Act 2006, has been granted by the Company to each of its directors. Under the QTPIs the Company undertakes to indemnify each director against liability to third parties (excluding criminal and regulatory penalties) and to pay directors’ costs as incurred, provided that they are reimbursed to the Company if the director is convicted or, in an action that is brought by the Company, judgement is given against the director. Directors resigning from the Board continue to have the benefit of the QTPI for potential liability to third parties that occurred prior to their resignation.

Substantial shareholdings /

  As at 31 December 2011 Notifications received
between 1 January 2012
and 13 March 2012
Shareholder Number of shares % Number of shares %
Bolloré Group 309,919,927 26.46 – –
Fidelity (FMR LLC) –   58,831,354 5.01*
BlackRock 59,446,307 5.08 58,357,136 4.98**
BlackRock     58,724,187 5.01*
Mitchell family 48,965,019 4.18 – –
Norges Bank 46,436,386*** 3.96 – –
Legal & General Group 42,363,387*** 3.62 – –
Standard Life 39,495,036*** 3.37 – –
*
notification received on 7 March 2012
**
notification received on 9 January 2012
***
based on notifications made prior to, and then adjusted for, the 10 for 11 share consolidation effected in October 2011 (referred to below)

At the dates indicated above the Company had been notified of interests of 3% or more in its ordinary shares as indicated above, in accordance with chapter five of the Disclosure and Transparency Rules, or understood such interests to exist as a result of enquiries made on its behalf.

Except as set out in the table above, no interests have been disclosed to the Company in accordance with chapter five of the Disclosure and Transparency Rules between 1 January 2012 and 13 March 2012.

Share capital /

Details of the authorised and issued share capital, together with details of movements in the Company’s issued share capital during the year, are shown in Note 23 to the financial statements.

On 24 October 2011 the Company undertook a 10 for 11 share consolidation, as a result of which the number of shares in issue was reduced by 117,087,928 and the nominal value of the Company’s ordinary shares was increased from 5p per share to 5.5p per share. This share consolidation took effect following the declaration of a special dividend of 15.53p per share to shareholders on the register at close of business on 21 October 2011. The dividend was paid on 2 November 2011 and was funded out of the proceeds from the sale of Synovate. The special dividend is equivalent to 17.08p per share on a post-consolidation basis.

The Company has one class of share capital that is divided into ordinary shares of 5.5p each and that carry no right to fixed income. Each ordinary share carries the right to one vote at general meetings of the Company.

There are no specific restrictions on the size of a shareholding or the transfer of shares or voting rights, which are governed by the general provisions of the Articles of Association and prevailing legislation. The directors are not aware of any agreements between shareholders that may result in restrictions on the transfer of shares or on voting rights, although the Company has entered into an agreement with Harold Mitchell, one of the executive directors, restricting his ability to sell shares in the Company prior to November 2012, as described more fully in Note 33.

The trustees of the Aegis Group Employee Share Trust (the “Trust”) have agreed to waive any right to dividend payments on shares held within the Trust. This waiver was applied in respect of all dividends paid during the year, including the special dividend paid on 2 November 2011 following the disposal of Synovate.

Details of the shares held by the Trust are set out in Note 24 to the financial statements. The trustees of the Trust may vote or abstain from voting on shares held in the Trust in any way they think fit and in doing so may take into account both financial and non-financial interests of the beneficiaries of the Trust.

No person has any special rights of control over the Company’s share capital and all issued shares are fully paid.

The directors are authorised to allot unissued shares in the Company up to a maximum nominal amount of £21,435,020. No shares have been issued or allotted during the year under the authority held by the directors, nor is there any current intention to do so, save for shares issued to satisfy existing obligations, including the exercise of share options. This authority is valid until the date of the forthcoming Annual General Meeting at which time a resolution will be proposed to renew the authority as detailed in the accompanying circular.

The Company has not purchased, or created any charges over, its own shares in the year ended 31 December 2011. The Company has not had the authority to allot shares without regard to the pre-emption provisions of the Companies Acts, or to purchase its own shares, since the 2008 Annual General Meeting.

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