The Management Development & Remuneration Committee (the "Committee") has adopted the principles of good governance as set out in the Combined Code. This report, which has been prepared by the Committee and approved by the Board, complies with the requirements of the Companies Act and The Directors’ Remuneration Report Regulations 2002 (the "Regulations") and meets the relevant requirements of the Financial Services Authority’s Listing Rules. As the Regulations provide that certain of the information is to be the subject of the auditors’ report and other information is not, this report is divided into sections of audited and unaudited information.

This report explains the Group’s remuneration policy and provides details of the remuneration of the Executive and Non-Executive Directors for services to the Company from 1 November 2007 to 30 September 2008 (the "Financial Period"). This is an eleven month period as the Company amended its accounting reference date to 30 September. The comparative figures in the audited information are for the period from 19 June 2007, the date of the completion of the merger between MyTravel Group plc and Thomas Cook AG, to 31 October 2007. There was no remuneration for services to the Company for the period from incorporation of the Company on 8 February 2007 to 19 June 2007.

The Committee has a policy of transparent reporting of Executive Director remuneration arrangements. Furthermore, the Committee through its Chairman has given a recent undertaking that there will be full consultation with the Company’s shareholders prior to any future change to, or deviation from, the Company’s remuneration policy.

This report will be the subject of a separate resolution for approval at the Annual General Meeting to be held on Thursday 19 March 2009.

Information not subject to audit

The members of the Committee during the Financial Period were:

Michael Beckett (Chairman)*
Roger Burnell*
Peter Diesch
Hemjö Klein*
Thomas Middelhoff
Nigel Northridge* (appointed 1 August 2008)
Angus Porter* (resigned 25 April 2008)

*Independent Non-Executive Directors

Pursuant to the Relationship Agreement as summarised within the Corporate Governance Report, Thomas Middelhoff and Peter Diesch, neither of whom are regarded as being independent in accordance with the provisions of the Combined Code, are members of the Committee. Each of the other members, being a majority of the members of the Committee, has been determined by the Board as being independent against the criteria set out in provision A.3.1 of the Combined Code.

The Committee is responsible for making recommendations to the Board on the Company’s framework of executive remuneration and its cost, for reviewing and determining, on behalf of the Board, the remuneration and incentive packages of the Executive Directors and for recommending and monitoring the level and structure of the remuneration of the senior executives of the Group. The terms of reference of the Committee can be found on the Company’s corporate website, www.thomascookgroup.com.

No Director or senior executive is present at meetings when his or her own remuneration arrangements are being discussed.

The Committee has held nine meetings during the Financial Period. Attendance at those meetings is disclosed in the Corporate governance report. Matters discussed by the Committee included:

• the Group’s remuneration policy;
• achievement of the annual bonus targets for Executive Directors in respect of the previous financial period;
• the market competitiveness of the remuneration packages for Executive Directors;
• the service contracts for the Executive Directors;
• the terms of employment for the appointment of Jürgen Büser as Chief Financial Officer;
• the introduction of a Co-Investment Plan ("COIP") for senior executives;
• the structure and targets of the annual bonus arrangements for the Financial Period;
• continued engagement of PricewaterhouseCoopers LLP ("PwC") as remuneration advisors;
• the structure, targets and payments made under the Secured Synergies Bonus Plan;
• introduction of a UK and international Save As You Earn Share Scheme and UK Share Incentive Plan; and
• the policy in respect of external non-executive directorships and fees.

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Committee’s advisors

The Committee invites individuals to attend meetings as it deems beneficial to assist it in reviewing matters for consideration. During the Financial Period, these individuals included the Group HR Director, the Group Head of Reward and the Group Company Secretary.

In performance of its duties, the Committee seeks assistance from external advisors, where necessary, to ensure it is suitably advised. PwC has provided services relating to the design of incentive arrangements and benchmarking of salaries and benefits for Executive Directors.

Legal advice is provided to the Committee by Slaughter and May. In particular, advice has been sought regarding Executive Directors’ service contracts and incentive arrangements. The Committee reviews the appointment of advisors on a regular basis. PwC currently also act as auditors for the Group and during the year the Committee, being highly satisfied with the performance of PwC and having taken advice from the Audit & Risk Management Committee that this work did not affect the independence of the audit, agreed to continue with the engagement of PwC as remuneration advisors to the Committee. Ernst & Young LLP have assisted the Committee by conducting an independent review of synergy benefits.

Remuneration policy

The Group’s remuneration policy is to ensure that Executive Directors and senior executives are rewarded in a way which attracts and retains management of the highest quality and motivates them to achieve the highest level of performance consistent with the best interests of the Group, its shareholders and employees. In developing its remuneration policy, the Committee has had regard to the fact that the Group has significant international operations and, in order to compete in the global environment for the recruitment, retention and incentivisation of high quality Executive Directors and senior executives, it must offer upper quartile rewards for upper quartile performance.

The Committee has therefore set its remuneration policy in view of, and applying, the following principles:

• The Group’s objective is to deliver financial results which consistently outperform the average of the industry sector.
• The Group will look to retain and attract Executive Directors and senior executives with above-average skills and demonstrated leadership qualities.
• The remuneration of each Executive Director will be based on performance (both of the Group and the individual Executive Director), potential (i.e. the Executive Director’s potential to grow in responsibility and performance) and scarcity (i.e. the availability of candidates to replace the Executive Director should he leave the Group).
• The proportion between fixed and variable remuneration will typically be targeted at 30% fixed and 70% variable.

Subject to the specific exception agreed for the Chief Executive Officer (see Remuneration Arrangements for details), the Committee has determined that its policy for the design of remuneration arrangements for Executive Directors is that the fixed elements of remuneration shall be set in line with the median of a specified comparator group of companies and that total earnings (made up of base salary, pension supplement, bonus and any other performance-related elements of reward, such as long-term incentive arrangements) shall be targeted at the upper quartile of the comparator group subject to the attainment of appropriate and challenging performance criteria.

The remuneration of Executive Directors will be highly geared towards performance with the proportion of ‘at risk’ pay increasing disproportionately according to:

• the level of personal performance; and
• the seniority of the Executive Director and his/her ability to influence results.

A bespoke comparator group has been adopted to benchmark the remuneration of Executive Directors of the Group. This group consists of companies in the FTSE 350 with significant international operations. This particular comparator group has been chosen to reflect the international nature of the Group’s business. Where specialist functions are concerned, the Committee may have reference to other comparator groups as it considers appropriate.

The relative importance of the fixed and variable elements of the remuneration packages of Executive Directors in circumstances of target and stretch performance, is shown in the chart below.

The chart below assumes:

1. Base salaries in force at 30 September 2008;
2. Value of benefits provided in the Financial Period to 30 September 2008;
3. Pension: 25% of base salary;
4. Annual bonus:
   • 60% of full bonus paid at target performance;
   • 100% of full bonus paid at maximum performance;
5. Performance Share Plan: 25% of the award vests at target performance with 100% of the award vesting at maximum performance;
6. Co-Investment Plan: an initial investment of:
   • at target performance, 10% of base pay (less tax);
   • at maximum performance, the excess of bonus paid above 100% of salary (less tax).

At the end of the three year performance period, initial investment will be matched:

1. 0.5:1 at target performance;
2. 3.5:1 at maximum performance.

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Relative importance of fixed and variable remuneration

Remuneration arrangements

The remuneration of the Executive Directors in respect of the Financial Period is set out in the audited section of this report.

For the Financial Period, the remuneration of the Executive Directors comprised base salary, annual bonus, synergy bonus, participation in the Performance Share Plan ("PSP") and the Co-Investment Plan ("COIP"), other benefits including the provision of pensions, private health insurance, disability cover, personal accident cover, death in service benefit and a car allowance. The only component of executive remuneration which is pensionable is base salary.

Base salary and benefits

In accordance with the Company’s remuneration policy, the base salary of Executive Directors reflects the size and scope of their responsibilities. Upon appointment as Joint Chief Executive Officer at the time of the merger in June 2007, the Committee determined that the base salary of Manny Fontenla-Novoa would be set at the lower quartile of the comparator group of companies. The Committee agreed that this would be reviewed after a period in office as the sole Chief Executive Officer. The review was undertaken throughout the year with the Committee determining at its September 2008 meeting that his base salary should be increased in recognition of his operational and strategic achievements with specific reference to: (i) financial performance, including industry leading margins; (ii) successful strategic development and execution; (iii) acquisition activity most notably in India, Egypt, France and Canada in 2008; (iv) the major reorganisation of the Group in a seamless and effective manner; and (v) organising a Group-wide flexible action plan to address the uncertainties and challenges that may arise from the developing economic climate. The Committee has agreed that the Chief Executive Officer’s base salary will next be reviewed at the end of 2009 and any increase, which would be effective from January 2010, will be aligned with remuneration policy. The salary of the current Chief Financial Officer was benchmarked against the market and agreed by the Committee immediately prior to his appointment in July 2008; this will be reviewed in the second half of 2009.

The annual rates of base salary, as at 30 September 2008, for the Executive Directors are shown in the table below:

Name	2007 £000	2008 £000
Manny Fontenla-Novoa	630	850
Jürgen Büser	–	425

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Annual bonus

Should all objectives be achieved in full, the maximum annual bonus opportunity for the Chief Executive Officer is 175% and for the Chief Financial Officer is 150% of base salary. Of the maximum bonus payable:

1. 75% is linked to the attainment of Group financial targets and is earned on a pro rata basis by reference to the achievement of those targets; and
2. 25% is linked to the attainment of individual and other non-financial criteria linked to the development of the Group and the implementation of the Board’s strategy.

These targets are set by the Committee and agreed with each Executive Director at the start of the financial year. The individual and other non-financial criteria comprise targets in relation to customer satisfaction, health and safety, reputation of key brands and employee engagement. The non-financial based element of the bonus will only vest and become payable rateably to the extent that the financially based elements of that Executive Director’s bonus vests.

The Committee determines the extent to which it considers the targets and objectives have been met and the annual bonus payable. For the Financial Period the Committee considered that the financial stretch targets and the individual and other non-financial criteria had been met in full. The Executive Directors were paid 11/12ths of the maximum bonus to reflect the eleven month Financial Period.

Secured Synergies Bonus Plan (the "Plan")

Incentive arrangements put in place to secure merger related synergies were successful in delivering significant value for shareholders. Shareholders were supportive of this incentive arrangement prior to the merger, recognising the potential for considerable value creation. During the first half of the year, synergies totalling £136m (€200m) were secured against the original synergy target of at least £95m (€140m).

Following the success of the original synergy programme and in line with the Group’s remuneration policy, the Committee considered it appropriate to develop a new bespoke incentive arrangement to incentivise further synergies in excess of the £136m (€200m) already secured. The Committee determined to pay a cash bonus on the securing of synergies of £204m (€300m); a 50% increase on synergies already secured and a 114% increase on synergies initially targeted at the time of the merger.

The Committee was advised in September 2008 that synergies secured were considerably in excess of £204m (€300m). As part of its assessment of the progress of achieving synergy targets, the Committee had access to an independent review of synergy benefits undertaken by Ernst & Young LLP in September 2008. These additional synergies include improved terms negotiated with accommodation providers and overseas agents together with increased hotel settlement income. Such synergies being enhanced as a consequence of a healthier negotiation position post merger.

Having exceeded all expectations in terms of both the amount and the date by which the synergies were secured, the Committee was satisfied that the exceptional performance and personal effort of the senior executives involved warranted payment of the maximum bonus under the Plan. Accordingly, a payment of £5m was made to the Chief Executive Officer and a payment of £1.275m was made to the Chief Financial Officer. Both the Chief Executive Officer and Chief Financial Officer intend to make a significant investment in Thomas Cook Group plc shares in early 2009.

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Pensions

The Executive Directors’ pension arrangements are disclosed within Directors’ Pensions.

Long-term incentive plans

The Committee believes the close alignment of Executive Directors’ remuneration with the interests of shareholders is an important element of the Company’s remuneration policy and operates two share-based long-term incentive plans, one of which was introduced during the Financial Period. Both plans have been approved by shareholders.

Thomas Cook Group plc 2007 Performance Share Plan ("PSP")
During the Financial Period ended 30 September 2008, a PSP award equal to 175% of base salary was made to the Chief Executive Officer, an award of 150% of base salary was made to Ludger Heuberg when he held the position of Chief Financial Officer and an award of 100% of base salary was made to Jürgen Büser prior to his appointment as Chief Financial Officer. Awards with a value of 150% or less of base salary were also made to other senior executives. It is expected that the Chief Executive Officer and Chief Financial Officer will receive an award of 175% and 150% respectively in January 2009 with awards to other senior executives of 150% or less. Unless there are exceptional circumstances, awards are made within 42 days of the Company’s final results being announced. Due to the change in accounting period, the 2009 annual award will be made less than one year after the award made in 2008, which will result in an aggregate award level for that strict twelve month period which exceeds 200% of base salary. Awards vest three years after the award date, providing the participant is still employed by a company within the Group and to the extent that the performance conditions have been met.

Prior to making the awards, the Committee considered the performance conditions to ensure that they were sufficiently stretching. The performance conditions are split into two elements, the vesting of up to 50% of the award is dependent on the Total Shareholder Return ("TSR") of the Company relative to the TSR of the comparator group. The TSR comparator group consists of the 50 companies at the bottom of the FTSE 100 and the 50 companies at the top of the FTSE 250. This was chosen as it is a broad group of companies of similar size and against which the performance of the Company’s management should be judged. This comparator group excludes investment companies. The comparator group is determined at the date the PSP awards are made. The remaining 50% of the award will only vest if an absolute Earnings Per Share ("EPS") target is achieved. EPS was chosen as it is regarded as a good reflector of business performance. An absolute target was considered more appropriate than a percentage growth target as there is little historic data for the Company, having only been established in 2007. The EPS target range was set by reference to consensus forecasts and consideration of business prospects. None of the PSP awards has been held for a full performance period as the first awards were made in 2007. At the end of the performance period TSR calculations will be made by the Company’s external advisers using average share prices at the start and end of the performance period. EPS will be derived from the income statement for the last financial year ending prior to the end of the performance period.

The performance conditions attached to the outstanding PSP awards are summarised in the table overleaf.

The Committee will review the performance conditions attached to any future awards to ensure they are stretching and that the interests of the Executive Directors and senior executives are aligned with shareholders.

Thomas Cook Group plc 2008 Co-Investment Plan ("COIP")
Executive Directors and other senior executives are eligible to participate in the COIP. Under the COIP, participants must purchase the Company’s shares out of their bonus. If the bonus paid is below 100% of salary, 10% of the participant’s net base salary (or the whole of the net bonus if less) must be invested. If the bonus paid is above 100% of base salary, all of the bonus payable above 100% of base salary (subject to the minimum investment of 10% of net base salary) must be used to acquire shares. Participants can also choose to defer a further part of their bonus to purchase shares. The shares purchased, either on a voluntary or mandatory basis, are referred to as Lodged Shares. Participants may receive up to three and a half Matching Shares for every one Lodged Share at the end of the performance period subject to the satisfaction of the performance condition. The requirement for compulsory investment under the COIP will cease once the value of all shares held by a participant reaches a value equal to 200% of base salary. This level of shareholding must be maintained.

Two and a half Matching Shares for every one Lodged Share purchased will be awarded subject to the achievement of EPS linked performance targets, agreed by the Committee, measured over a three year period. Again, EPS was chosen as a good reflector of business performance. The EPS target range is an absolute target range and, for the first COIP awards, is the same for the 2008 PSP awards having had regard to the same consensus forecasts and business prospects. EPS will be derived from the income statement for the last financial year ending prior to the end of the performance period.

Participants can receive up to one additional Matching Share for superior Return On Invested Capital ("ROIC") performance but the number of Matching Shares awarded is reduced to nil for a below target ROIC performance. ROIC was chosen to measure the efficiency of the use of the Group’s capital in achieving the underlying earnings target. The ROIC ranges were set by reference to the Weighted Average Cost of Capital used by the Group for the purposes of impairment testing. ROIC will be calculated over the performance period by taking the post tax operating profit over the three year performance period and dividing this by the sum of the opening capital for each year in the period.

The performance conditions attached to the outstanding COIP awards are summarised in the table below.

The Committee will review the performance conditions attached to any future awards to ensure they are stretching and that the interests of the Executive Directors and senior executives are aligned with shareholders.

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Following the decision by the Company to state its results in sterling, the EPS targets have been restated as follows:

	July 2007		March 2008
PSP EPS target	€c	£p	€c	£p
Zero vesting	34	23	41	28
Full vesting	41	28	47	33
COIP EPS target			€c	£p
Zero vesting			41	28
Full vesting			47	33

The Committee elected to use the exchange rate of €1.4733:£1.00 for the July 2007 PSP award as it was the exchange rate as at the award date of 12 July 2007. The Committee elected to use the exchange rate of €1.442:£1.00 for the 2008 PSP and COIP awards as it was the exchange rate as at 1 November 2007, the date the performance period began.

In the event of a change of control, the awards shall vest at the Committee’s discretion taking into account the period of time for which the award has been held by participants and the extent to which performance conditions have been achieved since the award date after an independent valuation of performance to date.

Funding of share plans
It is the Company’s current intention to satisfy the requirements of its share schemes by acquiring shares in the market.

The Committee has agreed that it is prudent and appropriate to hedge the shares awarded under the PSP. As at 30 September 2008, 5,049,796 shares were held in the Thomas Cook Group plc 2007 Employee Benefit Trust, which represents 66% of share incentive awards held on that date. The level of hedging will be kept under review. Under the rules of the Plans, awards cannot be made if awards under any other discretionary employee share scheme operated by Thomas Cook Group plc in the preceding ten-year period would exceed 5% of the Company’s issued share capital at that time.

The Trustee would not normally vote at general meetings on the Thomas Cook Group plc shares held in the Employee Benefit Trust.

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Service contracts

Each of the Executive Directors has a service contract with the Company. The date of the service contract and notice period for each Executive Director who held office at the end of the Financial Period are set out below:

Name	Date of contract	Outstanding term	Notice period	Compensation arrangements
Manny Fontenla-Novoa	30 January 2008	To age 65	12 months	See below
Jürgen Büser	1 July 2008	To age 65	12 months	See below

The notice period for Executive Directors is twelve months. The Committee believes that this is appropriate given the need to retain the specialist skills that the Executive Directors bring to the business and to achieve continuity in the Company’s senior management. Either the Executive Director or the Company may terminate employment by giving one year’s written notice and the Company may pay compensation in lieu of notice. There is no clause in the Executive Directors’ contracts providing them with additional protection in the form of compensation for severance as a result of change of control.

External appointments

The Company recognises the benefits to the individual, and to the Group, of Executive Directors taking on external appointments as non-executive directors. Subject to the approval of the Committee and to such conditions as the Committee may, in its discretion, attach, an Executive Director may accept such appointments at other companies or similar advisory or consultative roles. The Committee has set a limit of one external appointment for each Executive Director, to a FTSE 100 or FTSE 250 company, or an international company of a similar size, unless there is justification for a further appointment.

During the part of the Financial Period for which he was an Executive Director of the Company, Ludger Heuberg received a fee of €3,000 from Commerzbank AG in respect of his membership of their Regional Advisory Committee. On 23 April 2008, Manny Fontenla-Novoa was appointed as a member of the Arcandor AG Management Board; he does not receive a fee for this appointment.

Non-Executive Directors

The fees for the Chairman and Deputy Chairman are determined by a committee of independent Non-Executive Directors excluding the Deputy Chairman. The fees for the other Non-Executive Directors are set by the Board excluding these Non-Executive Directors.

Non-Executive Directors’ fees are reviewed every two years. Non-Executive Directors do not participate in any bonus plans, are not eligible to participate in any long-term incentive plans and no pension contributions are made on their behalf.

The annual rates of Non-Executive Director fees, which have not changed since the merger of MyTravel Group plc and Thomas Cook AG in June 2007, are shown in the table below.

Position	Annual fees £000
Chairman	250
Deputy Chairman and Senior Independent Director	250
Non-Executive Director	60
Additional fee for the Chair of Audit & Risk Management Committee	20

The fees paid to the Chairman and the Non-Executive Directors in respect of the Financial Period are set out in the audited section of this report.

Non-Executive Directors, including the Chairman, do not hold service contracts. Each of the Non-Executive Directors has been appointed pursuant to a letter of appointment. The appointments under these letters continue until the expiry dates set out below unless terminated for cause or on the period of notice stated below:

Name	Date of letter of appointment	Expiry date	Notice period
Thomas Middelhoff	18 June 2007	See note	See note
Michael Beckett	13 June 2007	See note	6 months
David Allvey	18 June 2007	18 June 2010	6 months
Roger Burnell	18 June 2007	18 June 2010	6 months
Peter Diesch	18 June 2007	See note	See note
Hemjö Klein	1 July 2007	30 July 2010	6 months
Bo Lerenius	1 July 2007	30 June 2010	6 months
Nigel Northridge	1 July 2007	30 June 2010	6 months

Thomas Middelhoff and Peter Diesch’s appointments shall continue until terminated by Arcandor AG by notice to the Company. The Company has received notice from Arcandor AG that Peter Diesch’s appointment to the Board will terminate on 22 December 2008. Michael Becket’s appointment continues until terminated by either party on six months’ notice.

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Performance graph

The graph below shows the total shareholder return for holders of Thomas Cook Group plc €0.10 ordinary shares for the period since listing on 19 June 2007, measured against the FTSE 100 Index and the FTSE Travel & Leisure Index. These indices were chosen as comparators because the Company has been a constituent of the FTSE 100 for the majority of the Financial Period and a member of the FTSE Travel & Leisure Index throughout the period since listing. The calculation of total shareholder return follows the provisions of the Regulations and is broadly the change in market price together with reinvestment of dividend income.

Information subject to audit

Directors’ interests in shares

The following table shows the beneficial interests of the Directors who held office at the end of the Financial Period in the €0.10 ordinary shares of the Company:

	Ordinary shares at 30 September 2008	Ordinary shares at 1 November 2007 or on appointment
Directors as at 30 September 2008
Executive Directors
Manny Fontenla-Novoa1	239,653	70,643
Jürgen Büser1	21,126	21,126
Non-Executive Directors
Thomas Middelhoff	70,000	70,000
Michael Beckett	24,999	24,999
David Allvey	–	–
Roger Burnell	3,692	3,692
Peter Diesch	–	–
Hemjö Klein	–	–
Bo Lerenius	10,000	10,000
Nigel Northridge	–	–

¹ The holdings of the Executive Directors include shares held as Lodged Shares under the COIP: 169,010 held by Manny Fontenla-Novoa, 21,126 held by Jürgen Büser.

None of the Directors of the Company held any interest in any other securities of Thomas Cook Group plc during the Financial Period. In the period between 30 September 2008 and 19 December 2008 there were no changes in the Directors’ interests referred to above.

Details of the remuneration of the Directors for services to the Company for the Financial Period are disclosed below.

¹Annual bonus entitlement: Up to 175% and 150% of salary for the Chief Executive Officer and Chief Financial Officer respectively, with 75% paid by reference to financial targets and 25% payable by reference to personal objectives. All targets and objectives for Executive Directors were satisfied in full under the terms of the bonus scheme. Part of the annual bonus paid to the Executive Directors must be invested in Lodged Shares under the COIP, see Thomas Cook Group plc 2008 Co-Investment Plan explanation.

²Jürgen Büser was paid a total of £1,275,000 under the Secured Synergy Bonus Plan. A significant proportion of that amount is in respect of synergies secured during the Financial Period when he was CFO for the UK & Ireland Business Segment, prior to his appointment as CFO of the Group on 1 July 2008. The amounts disclosed for base salary, annual bonus pay in lieu of pension and benefits paid to Jürgen Büser relate specifically to the period when he was CFO of the Group.

³Benefits received by the Executive Directors include a car allowance, petrol and private medical insurance and, in respect of John Bloodworth, a payment under a tax equalisation agreement.

⁴Ludger Heuberg received £800,000 as a Synergy Bonus payment under the Scheme agreed at the time of the merger between Thomas Cook AG and MyTravel Group plc.

⁵The following Directors left office during the year on the dates shown: Ludger Heuberg left the Board to become Chief Financial Officer of Continental Europe having decided to return to Germany for personal and family reasons (1 July 2008), John Bloodworth (31 December 2007), Peter McHugh (31 December 2007) and Angus Porter (25 April 2008).

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Directors’ pensions

The Company contributes each year into a pension scheme or other arrangement for each of the Executive Directors to an amount equivalent to 25% of their annual base salary. The Executive Directors are active members of the Thomas Cook Pension Plan, a defined benefit pension scheme. For salary above that which is pensionable in the UK defined benefit scheme, contributions to a UK based tax approved money purchase pension scheme are made on behalf of Manny Fontenla-Novoa; Jürgen Büser receives a salary supplement of the balance. The pay in lieu of pension salary supplement paid to Jürgen Büser is disclosed in the emoluments table.

An amount of £152,406 was paid into Manny Fontenla-Novoa’s UK based tax approved money purchase pension scheme. An amount of £87,352 was paid into Ludger Heuberg’s private pension.

Share options and long-term incentive plans

The following tables show in respect of each person who served as a Director at any time during the Financial Period the number of ordinary shares of €0.10 each that were the subject of a share option or a share award at the start of the Financial Period (or the date of appointment if later) and at the end of the Financial Period (or the cessation of appointment if earlier). The Non-Executive Directors did not hold any options or share awards during the period. Holdings relate to the COIP and PSP.

The following table gives details of PSP awards held by Executive Directors who served during the year:

¹On leaving the Board, Ludger Heuberg retained his PSP awards, subject to performance over the relevant three-year performance periods.

²On leaving the Company, the Board exercised its discretion and agreed that 50% of John Bloodworth’s PSP award would vest. Consequently, he received 84,460 ordinary shares in the Company. The remainder of his award lapsed.

Vesting of awards made under the PSP is dependent on 50% total shareholder return ranked against the comparator group and 50% growth in Earnings Per Share. Further information on the performance conditions is detailed in the Performance Conditions attached to the outstanding PSP awards table.

The following table gives details of the Lodged Shares purchased under the COIP and the maximum number of Matching Shares each Executive Director can receive if the performance conditions are met in full:

Vesting of Matching Shares awarded under the COIP is dependent on growth in Earnings Per Share and Return on Invested Capital achievement. Further information on the performance conditions is detailed in the Performance Conditions attached to the outstanding COIP awards table.

The mid-market price of the Company’s ordinary shares at the close of business on 30 September 2008 was 221.5p and the range during the Financial Period was 174p to 318p. These mid-market prices are as quoted on the London Stock Exchange.

On behalf of the Board

Michael Beckett

Chairman of the Management Development & Remuneration Committee
19 December 2008

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