3i Group plc

Report and accounts 2007

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Directors' remuneration report

Share Incentive Plan

The HM Revenue and Customs approved Share Incentive Plan is open to eligible UK employees and is intended to encourage employees to invest in the Company's shares. Accordingly it is not subject to a performance condition. Participants invest up to £125 per month from pre-tax salary in shares ("partnership shares"). For each partnership share the Company grants two free shares ("matching shares") which are normally forfeited if employment ceases (other than on retirement) within three years of grant. Dividends are re-invested in further shares ("dividend shares").

(a) Ordinary shares

  Held at
1 April
2006
Partnership
shares
Held at
1 April
2006
Matching
shares
Held at
1 April
2006
Dividend
shares
Held at
31 March
2007
Partnership
shares
Held at
31 March
2007
Matching
shares
Held at
31 March
2007
Dividend
shares
P E Yea 276 555 35 381 764 46
S P Ball 154 310 4 278 557 13
M J Queen 913 1,827 268 921 1,843 274
Notes
  1. Shares at 1 April 2006 were ordinary shares of 531/8p each. On 17 July 2006 shares in the plan were consolidated on the same basis the Company's other issued shares. Shares at 31 March 2007 were ordinary shares of 6269/88p.
  2. In the period from 1 April to 30 April 2007, Mr P E Yea, Mr S P Ball and Mr M J Queen each acquired a further 11 partnership shares and 22 matching shares. During the year, shares were awarded under the plan at prices between 875.5p and 1162.8p per share and with a weighted average price of 973.8p per share.

(b) 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 within the Share Incentive Plan as at 14 July 2006. These B shares continue to be held in the plan as follows:

  Held at
17 July
2006
Partnership
shares
Held at
17 July
2006
Matching
shares
Held at
17 July
2006
Dividend
shares
Held at
31 March
2007
Partnership
shares
Held at
31 March
2007
Matching
shares
Held at
31 March
2007
Dividend
shares
P E Yea 318 639 35 318 639 35
S P Ball 196 394 4 196 394 4
M J Queen 956 1,914 267 956 1,914 267

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