3i Group plc

Report and accounts 2007

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Directors' remuneration report

Performance Share and Super-performance Share awards

These are awards of shares which are transferred to the participant subject to forfeiture in certain circumstances. Awards are subject to a performance condition determining whether awards vest. Non-vested shares are forfeited.

(a) Performance Shares Awards of Performance Shares were made during the year. Performance Shares vest based on the Company's "percentage rank" by total shareholder return for the three years from grant (averaged over a 60 day period) compared to a comparator group. This group consists of the FTSE 100 Index constituents at the grant date (adjusted for mergers, demergers and delistings during the performance period). A company's percentage rank is its rank in the comparator group divided by the number of companies in the group at the end of the performance period expressed as a percentage. At a percentage rank below 50% no shares vest. At a rank of 50%, 35% of the shares vest and at 75% all the shares vest. Between these points shares vest pro rata. This condition was chosen to align the interests of participants and shareholders by linking remuneration to shareholder returns relative to a comparator index of which the Company is a constituent. The Committee will determine whether the condition has been met based on calculations prepared by the Committee's remuneration advisers.

(i) Ordinary shares
  Year of
grant
Held at
1 April
2006
(note 2)
Adjustment
during
the year
Granted
during
the year
Vested
during
the year
Lapsed
during
the year
Held at
31 March
2007
Market price
on date
of grant
£
Date of
vesting
P E Yea 2004 176,840 (27,207) 149,633 5.73 21.07.07
  2005 90,484 (13,921) 76,563 6.98 14.07.08
  2006 36,537 36,537 8.60 20.07.09
    267,324 (41,128) 36,537 262,733    
S P Ball 2005 25,134 (3,867) 21,267 6.98 14.07.08
  2006 22,734 22,734 8.60 20.07.09
    25,134 (3,867) 22,734 44,001    
M J Queen 2003 42,238 (25,765) (16,473) 5.56 24.06.06
  2004 88,145 (13,561) 74,584 6.03 23.06.07
    130,383 (13,561) (25,765) (16,473) 74,584    
Note
The market price on date of vesting of Mr Queen’s award, shown above, was £8.97. The award was granted on 25 June 2003.

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(ii) B Shares B shares (cumulative preference shares of 1p each) were issued on 17 July 2006 on the basis of one B share for each ordinary share held as at 14 July 2006. These B shares may, in certain circumstances, be repurchased by the Company at a price of 127p per share.The B shares are regarded as forming part of the award from which they derived.
  Held at
1 April
2006
Issued during
the year
(on 17 July 2006)
Vested
during
the year
Lapsed
during
the year
Held at
31 March
2007
Date of
vesting
P E Yea 176,840 176,840 21.07.07
  90,484 90,484 14.07.08
  267,324 267,324  
S P Ball 25,134 25,134 14.07.08
  25,134 25,134  
M J Queen 88,145 88,145 23.06.07
  88,145 88,145  

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Notes to tables (i) and (ii) above
  1. The fair values of Performance Share awards made in the year were as follows: Mr P E Yea, £182,250 and Mr S P Ball, £113,400. These fair values were calculated by the Committee's remuneration adviser using a Monte Carlo simulation based on appropriate assumptions. The fair value of the Performance Shares awarded during the year was calculated as being 58% of the market value at the date of award of the shares subject to the award.
  2. Shares held at 1 April 2006 were ordinary shares of 531/8p each. "Adjustment during the year" refers to the change in the number of shares in the award resulting from the consolidation of the Company's share capital on 17 July 2006. Shares held at 31 March 2007 are ordinary shares of 6269/88p each and B shares (cumulative preference shares of 1p each).
  3. During the year, ordinary dividends on Performance Share awards were re-invested net of tax in further Company shares (as in previous years). These shares, which are in addition to the above Performance Share awards, are required to be held for the remaining vesting period to which they relate, but are not forfeitable.Such shares attributable to Directors during the year were as follows: Mr P E Yea, 3,082 shares; Mr S P Ball, 386 shares; and Mr M J Queen, 936 shares.

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(b) Super-performance Shares Awards of Super-performance Shares were also made during the year. Awards are subject to a particularly challenging performance condition determining whether awards vest. The performance condition is measured over a three-year period. If the condition is satisfied, the shares remain subject to a further two-year holding period before they cease to be subject to forfeiture. The performance condition for awards granted in the year was as follows:
Annual percentage compound growth in net asset value per share with dividends re-invested,
relative to the annual percentage change in RPI
Percentage
of the
grant vesting
Below RPI +10 percentage points 0%
At least RPI +10 percentage points 25%
At levels of performance between RPI +10 percentage points and RPI +13.5 percentage points  
the grant will vest pro rata (between 25 per cent and 50 per cent of the grant)  
At least RPI +13.5 percentage points 50%
At levels of performance between RPI + 13.5 percentage points and RPI +17 percentage points  
the grant will vest pro rata (between 50 per cent and 100 per cent of the grant)  
At least RPI +17 percentage points 100%

The performance condition was chosen to add to the mix of long-term incentives a further incentive to achieve outstanding levels of shareholder returns. The Committee will determine whether the condition has been met based on calculations independently reviewed by the Company's auditors.

  Held at
1 April
2006
Granted
during
the year
Vested
during
the year
Held at
31 March
2007
Market price
on date
of grant
£
Date of
vesting
P E Yea 133,261 133,261 9.69 29.11.11
  25,000 25,000 11.44 29.03.12
  158,261 158,261    
S P Ball 84,264 84,264 9.69 29.11.11
  15,000 15,000 11.44 29.03.12
  99,264 99,264    
M J Queen 82,559 82,559 9.69 29.11.11
  82,559 82,559    
Notes
  1. The fair values of Super-performance Share awards made in the year were as follows: Mr P E Yea, £362,780, Mr S P Ball, £227,268 and Mr M J Queen, £184,000. These fair values were calculated by the Committee's remuneration adviser using a Monte Carlo simulation based on appropriate assumptions. The fair value of the Super-performance Shares awarded during the year was calculated as being 23% of the market value at the date of award of the shares subject to the award.
  2. Dividends on Super-performance Share awards paid during the three-year performance period are waived and not re-invested.

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