Remuneration report

Audited directors’ share option interests /

Ordinary 5p shares for which directors have, or had during the year, beneficial options to subscribe are as follows (all such options were granted for nil consideration):

Director Options
held at
01.01.10(a)		 Granted
during
2010		 Lapsed
during
2010		 Exercised
during
2010		 Options
held at
31.12.10		 Exercise
price		 Date from
which
exercisable		 Expiry
Date
Jerry Buhlmann 43,995 – – – 43,995 94.00p 18.06.05 17.06.12
  72,414 – 72,414 – – 145.00p 18.04.03 17.04.10
  96,033 – – – 96,033 119.75p 23.03.04 22.03.11
  300,000* – – – 300,000 101.75p 31.03.08 30.03.15
  293,154* – – – 293,154 134.00p 20.03.09 19.03.16
  271,646* – – – 271,646 147.50p 23.03.10 22.03.17
Robert Philpott (appointed 18.03.10) 266,000 – – – 266,000 101.75p 31.03.08 30.03.15
  215,000 – – – 215,000 134.00p 20.03.09 19.03.16
  195,585 – – – 195,585 147.50p 23.03.10 22.03.17
Total 1,753,827 – 72,414 – 1,681,413      
(a) or at date of appointment if later than 1 January 2010

All options granted to Robert Philpott and those options granted to Jerry Buhlmann and marked with an asterisk were granted under the 2003 Executive Share Option Scheme and had the following performance conditions attached:–

Average annual EPS growth in excess of RPI Proportion of option grants exercisable
3% Up to 0.5x salary
3% to 5% 0.5 to 1x salary (pro rata on a straight-line basis)
5% to 10% 1 to 2x salary (pro rata on a straight-line basis)
10% to 15% 2 to 3x salary (pro rata on a straight-line basis)

All other options granted to Jerry Buhlmann were granted under the closed 1995 Executive Share Option Scheme (whose performance condition required that EPS growth over the performance period exceeded RPI plus 5% per annum and that the Company’s TSR performance be greater than that of the FTSE 100 company ranked 33rd over the performance period). It was possible to re-test the conditions annually over the life of the option if they were not achieved after three years, in each case measuring from the same base point.

Other than as noted above, no directors or members of their immediate families have exercised or sold options during the year. In addition, other than as noted above, no options have been granted, expired or lapsed during the year in respect of the directors.

The middle market price of the ordinary 5p shares of the Company as derived from the Stock Exchange Daily Official List on 31 December 2010 was 140.50p and the range during the year was 103.6p to 145.5p. The share price on 15 March 2011, the latest practicable date prior to signing of the Annual Report and Accounts, was 131.4p.

Audited awards under the 2003 Performance Share Plan /

The table below details awards to executive directors under the 2003 Performance Share Plan:

Name Maximum
potential
award of shares
at 01.01.10(a)		 Awards
granted
during year		 Awards
lapsed
during year		 Awards
vested
during year		 Maximum
potential
award of
shares at
31.12.10		 Performance period
Jerry Buhlmann 271,646 – 135,416 136,230* – 01.01.07 to 31.12.09
  567,935 – – – 567,935 01.01.08 to 31.12.10
  96,920 – – – 96,920 01.01.08 to 31.12.10
  925,657 – – – 925,657 01.01.09 to 31.12.11
  – 1,918,159 – – 1,918,159 01.01.10 to 31.12.12
Robert Philpott
(appointed 18.03.10)		 146,010 – 72,786 73,224* – 01.01.07 to 31.12.09
  417,027 – – – 417,027 01.01.08 to 31.12.10
  618,362 – – – 618,362 01.01.09 to 31.12.11
  – 808,751 – – 808,751 01.01.10 to 31.12.12
Nick Priday – 511,509 – – 511,509 01.01.10 to 31.12.12
(a) or at date of appointment if later than 1 January 2010

The market price of Aegis Group plc shares at the date of the 2007, 2009 and 2010 awards was 147.5p, 87.50p and 117.30p respectively. The market price of Aegis Group plc shares at the date of the June 2008 and August 2008 awards was 123.50p and 112.00p respectively.

The number of shares shown represents the maximum number of shares which is capable of vesting at the end of the performance period, if the performance conditions are satisfied to the fullest extent.

The performance conditions for all outstanding Performance Share Plan awards are set out in the policy section of this report.

Notes:
* details of vested awards:
Name Number
vested		 Date of
award		 Market
price at date
of transfer		 Gross gain
Jerry Buhlmann 136,230 23.03.07 126.50p £172,330.95
Robert Philpott 73,224 23.03.07 130.09p £95,257.10

Audited awards under the 2005 Performance Restricted Share Plan /

Robert Philpott and Nick Priday also hold awards under the 2005 Performance Restricted Share Plan, granted before their appointment as directors.

Details of awards granted under the 2005 Performance Restricted Share Plan are shown in the table below:

Name Maximum
potential
award of shares
at 01.01.10(a)		 Awards
granted
during year		 Awards
lapsed
during year		 Awards
vested
during year		 Maximum
potential
award of
shares at
31.12.10		 Performance period
Robert Philpott
(appointed 18.03.10)		 500,000 – – – 500,000 01.01.09 to 31.12.11
Nick Priday 9,168 – – 9,168* – 01.01.07 to 31.12.09
  40,160 – – – 40,160 01.01.08 to 31.12.10
  85,714 – – – 85,714 01.01.09 to 31.12.11
  250,000 – – – 250,000 01.01.09 to 31.12.11
(a) or at date of appointment if later than 1 January 2010
Notes:
* details of vested awards:
Name Number
vested		 Date of
award		 Market
price at date
of transfer		 Gross gain
Nick Priday 9,168 23.03.07 124.415p £11,406.37

The market price of Aegis shares at the date of the awards granted in 2007 was 147.50p, for the 2008 awards was 124.50p and for the 2009 awards was respectively 87.50p (April 2009) and 102.90p (August 2009). Awards are provided in the form of nil cost options and vest in full provided the Company’s average annual EPS growth over a three year performance period reaches 3% (RPI plus 3% in relation to awards granted up to 2010).

The number of shares shown represents the maximum number of shares which is capable of vesting at the end of the performance period if the performance conditions are satisfied.

Other share awards

Part of Jerry Buhlmann’s 2008 bonus was deferred in the form of a grant of a nil-cost option over 33,591 ordinary 5p shares in March 2009. In common with many other deferred bonus schemes there are no performance conditions other than continued employment. It is anticipated that all 33,591 shares will vest on or shortly after 25 March 2011.

Shareholding guidelines /

The Company has share ownership guidelines which operate in tandem with the executive share incentive schemes introduced in 2003, namely the Performance Share Plan and the Executive Share Option Scheme. The guidelines were simplified in March 2011 and now require executive directors and other senior executives to retain in the form of shares for at least 2 years at least 35% of any profit made (after paying the exercise price and any tax liability) on the exercise of 2003 Executive Share Option Scheme options and the vesting of any Performance Share Plan awards. No further Performance Share Plan awards will be granted to executives who fail to retain shares in accordance with these guidelines.

Performance graph /

The following graph illustrates the Company’s TSR between 31 December 2005 and 31 December 2010 relative to the FTSE All Share Media Index. Aegis Group plc is a member of the FTSE All Share Media Index and the Remuneration Committee considers that a comparison of the Company’s TSR relative to similar businesses is more appropriate than a comparison with a general FTSE Index.

Aegis vs FTSE All Share Media Index TSR Performance

Lorraine Trainer
Chairman of the Remuneration Committee

16 March 2011