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Report & Accounts 2005

Directors' Remuneration Report

There were the following changes in the Directors' share interests between 1 January 2006 and 13 March 2006:

The Non-Executive Directors elected to surrender part of their Directors' fees and on 5 January 2006 purchased the following number of shares at a price of £5.59 per share:

Wolfgang Berndt 1,331;
Rick Braddock 1,968;
Roger Carr 2,219;
Lord Patten 1,087;
David Thompson 1,442;
Rosemary Thorne 1,109;
Baroness Wilcox 1,331.

Ken Hanna purchased the following shares through participation in the Company's all-employee share incentive plan:

25 shares on 9 January 2006 at a price of £5.59 per share;
24 shares on 6 February 2006 at a price of £5.60 per share;
24 shares on 6 March 2006 at a price of £5.87 per share.

John Sunderland exercised a 1982 Savings-Related Share Option Scheme option (with an exercise period of 1 February 2006 to 31 July 2006) over 3,117 shares on 1 February 2006. The option price was £3.248 and the market price was £5.51, giving a notional gain of £7,050.65. John Sunderland retained these shares.

All the above shares were purchased pursuant to contracts dated outside the close period in respect of share dealings.

John Sunderland exercised the following 1994 Share Option Scheme options on 23 February 2006:

200,000 shares with an option price of £4.77 per share.
300,000 shares with an option price of £4.825 per share.

All the shares were sold on the same day at a price of £5.85 per share resulting in a gain of £523,500.

The following Executive Directors sold shares which vested under the BSRP on 4 March 2006:

Bob Stack 33,380 shares at a price of £5.845 per share;
Todd Stitzer 95,785 shares at a price of £5.85 per share.

The following Executive Directors were awarded shares under the BSRP on 4 March 2006:

Ken Hanna 120,772;
Bob Stack 105,693;
Todd Stitzer 191,194.

The total shown includes the service related match which will vest (normally) in three years' time.

Save as disclosed, there have been no other changes in the interests of the Directors between 1 January 2006 and 13 March 2006.

All the interests detailed above are beneficial. Save as disclosed, none of the Directors had any other interest in the securities of the Company or the securities of any other company in the Group. The Register of Directors' Interests, which is open to inspection, contains full details of Directors' shareholdings and share options.

By Order of the Board

Rick Braddock
Chairman of the Remuneration Committee

13 March 2006

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