Remuneration Report

Directors and their interests in share and loan capital

Beneficial interests of the directors in the share and loan capital of the Company.

							Options over ordinary shares
	Fully paid ordinary shares		Co-Investment Share Plan		Recruitment Award		Rollover Options		Sharesave Scheme
	31 March 2005	31 March 2006	31 March 2005	31 March 2006	31 March 2005	31 March 2006	31 March 2005	31 March 2006	31 March 2005	31 March 2006
Sir John Ritblat	3,121,787	3,595,891							1,954	1,954
Sir Derek Higgs	8,931	9,582
Stephen Hester	77,150	125,181	61,957	61,957	36,671
John Weston Smith	151,806	177,676							3,358	3,358
Nicholas Ritblat	297,593	339,9351							2,550	¹
Michael Cassidy	3,500	2,000
Robert Bowden	122,541	173,504							1,462	1,462
Robert Swannell	3,750	3,750
Lord Burns	5,025	5,3802
Graham Roberts	58,133	100,747							2,550	2,550
David Michels	2,059	4,424
Dr Christopher Gibson-Smith	7,804	10,535
Patrick Vaughan	³						³	190,662

	Options over ordinary shares				Long-Term Incentive Plan Performance Shares		Rights under Restricted Share Plan Ordinary Shares
	1984 Option Scheme		Long-Term Incentive Plan		Long-Term Incentive Plan Performance Shares		Rights under Restricted Share Plan Ordinary Shares
	31 March 2005	31 March 2006	31 March 2005	31 March 2006	31 March 2005	31 March 2006	31 March 2005	31 March 2006
Sir John Ritblat	295,783		630,058	630,058	210,018	210,018	132,075
Sir Derek Higgs
Stephen Hester			169,596	323,529	56,532	107,843
John Weston Smith	150,283		275,650	275,650	91,882	91,882	56,603
Nicholas Ritblat	59,201	59,201¹	261,382	117,098¹	87,127	39,032¹	47,169	¹
Michael Cassidy
Robert Bowden	103,450		247,124	316,565	82,374	128,668	56,603
Robert Swannell
Lord Burns
Graham Roberts			200,787	285,450	66,929	95,150	47,169
David Michels
Dr Christopher Gibson-Smith
Patrick Vaughan

1 On 31 August 2005, date of cessation of office.
2 On 30 September 2005, date of cessation of office.
3 On 28 July 2005, date of appointment to office.

On 11 April 2006 Sir Derek Higgs was allotted 120 fully paid ordinary 25p shares, Dr Christopher Gibson-Smith was allotted 478 shares and David Michels was allotted 401 shares, all in satisfaction of directors’ fees for the quarter ended 31 March 2006. The shares allotted were priced at the middle market quotation at close of business on 5 April 2006, which was 1249p per share.

On 18 April 2006 Sir John Ritblat, John Weston Smith, Robert Bowden and Graham Roberts each purchased 9 ordinary 25p shares in the Company at a price of 1274p per share under the ‘Partnership’ element of the Company’s Share Incentive Plan. Accordingly, they were each awarded 18 ‘Matching’ ordinary shares of 25p in the Company, at a price of 1274p per share.

On 15 May 2006 Sir John Ritblat, John Weston Smith, Robert Bowden and Graham Roberts each purchased 10 ordinary 25p shares in the Company at a price of 1268p per share under the ‘Partnership’ element of the Company’s Share Incentive Plan. Accordingly, they were each awarded 20 ‘Matching’ ordinary shares of 25p in the Company, at a price of 1268p per share.

The aggregate amount of gains made by directors on the exercise of share options was £2,621,487 (2005: £18,055). The aggregate value of distributions to directors in relation to the Restricted Share Plan was £4,409,968 (2005: £5,122,980).

The middle market quotation for the ordinary 25p shares of the Company at the close of business on 31 March 2006 was 1241p. The highest and lowest middle market quotations during the year to 31 March 2006 were 1300p and 791p.