Annual Report for the year ended 31 December 2008

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performance share plan At 1 January Vesting At 31 December Date of award 2008 Granted period Forfeited 2008 Alex snow 22.12.06 2,000,000 – 30.06.09 to 22.12.16 – 2,000,000 Andrew umbers 22.12.06 4,000,000 – 30.06.09 to 22.12.16 – 4,000,000 notes to the performance share plan Refer to page 33 for the performance share plan awards. The Remuneration Committee may use their discretion to reduce the number of shares over which an award vests depending on the overall performance of the Group. Awards over 8,000,000 shares, from a maximum pool of 10,000,000 shares were made to Executive Directors on 22 December 2006 reflecting the relatively challenging year experienced by the Group in 2007. The remaining 2,000,000 shares and the 2,000,000 shares forfeited by Graeme Dell on his resignation as a Director were transferred into the staff pool, and would only be made available to staff and Executive Directors who were appointed after 31 December 2006. For further details of share schemes across the Group, see note 38 to the Financial statements. The performance targets attached to these awards have not been met and therefore all existing awards lapsed on the 1 April 2009. direcTors' remuneraTion reporT CONTiNuED for The year ended 31 december 38 THE EvOluTiON GROup plC ANNuAl REpORT & ACCOuNTs 2008 directors’ interests in ordinary shares of The evolution group plc The Directors in office at the year end had interests in the ordinary share capital of the Company (all of which were beneficial) as shown below: 1 January 2008 31 December 2008 Alex snow 3,023,392 3,029,451 Andrew umbers 102,148 106,218 Martin Gray 18,000 18,000 lord Maclaurin 51,500 51,500 Nicholas irens 25,000 25,000 Mark Nicholls 20,000 20,000 peter Gibbs - - The above shareholdings include shares acquired and issued under the “The Evolution Group sip”. subsequent to the year end and up to the 2 April 2009, Alex snow and Andrew umbers have each purchased 409 additional partnership shares under The Evolution Group sip, which have been matched by the issue of 409 shares by the Company. chairman of the remuneration committee peter Gibbs 8 April 2009
We have audited the Consolidated Financial statements of The Evolution Group plc for the year ended 31 December 2008 which comprises the Consolidated income statement, the Consolidated Balance sheet, the Consolidated Cash Flow statement, the Consolidated statement of Recognised income and Expense and the related notes on page 40 to 76. The Group Financial statements have been prepared under the accounting policies set out on pages 44 to 76. We have reported separately on the parent Company Financial statements of The Evolution Group plc for the year ended 31 December 2008 and on the information in the Directors’ Remuneration Report that is described as having been audited. respective responsibilities of directors and auditors The Directors’ responsibilities for preparing the Annual Report and the Group Consolidated Financial statements in accordance with applicable law and international Financial Reporting standards (iFRs) as adopted by the European union are set out in the statement of Directors’ Responsibilities on pages 22 to 23. Our responsibility is to audit the Group Consolidated Financial statements in accordance with relevant legal and regulatory requirements and international standards on Auditing (uK and ireland). This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance with section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. We report to you our opinion as to whether the Group Consolidated Financial statements give a true and fair view and whether the Group Consolidated Financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the iAs Regulation. We also report to you whether in our opinion the information given in the Directors' Report is consistent with the Group Consolidated Financial statements. in addition we report to you if, in our opinion, we have not received all the information and explanations we require for our audit, or if information specified by law regarding Director’s remuneration and other transactions is not disclosed. We review whether the Corporate Governance statement reflects the Group's compliance with the nine provisions of the Combined Code (2006) specified for our review by the listing Rules of the Financial services Authority, and we report if it does not. We are not required to consider whether the Board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures. We read other information contained in the Annual Report and consider whether it is consistent with the audited Group Financial statements. The other information comprises only the Financial and Operational highlights, Chairman’s Report, the Chief Executive’s Report, the Financial Review, the Directors’ Report, the Corporate Governance Report from the Chairman of the Audit Committee and the unaudited part of the Directors’ Remuneration Report. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the Group Consolidated Financial statements. Our responsibilities do not extend to any other information. The maintenance and integrity of The Evolution Group plc website is the responsibility of the Directors; the work carried out by us does not involve consideration of these matters and, accordingly, we accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. legislation in the united Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. basis of audit opinion We conducted our audit in accordance with international standards on Auditing (uK and ireland) issued by the Auditing practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the Group Financial statements. it also includes an assessment of the significant estimates and judgements made by the Directors in the preparation of the Group Consolidated Financial statements, and of whether the accounting policies are appropriate to the Group’s circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Group Consolidated Financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. in forming our opinion we also evaluated the overall adequacy of the presentation of information in the Group Consolidated Financial statements. opinion in our opinion: independenT audiTors' reporT To The members of The evoluTion group plc for The year ended 31 december • the Group Consolidated Financial statements give a true and fair view, in accordance with iFRs as adopted by the European union, of the state of the Group’s affairs as at 31 December 2008 and of its loss and cash flows for the year then ended; • the Group Consolidated Financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the iAs Regulation; and • the information given in the Directors' Report is consistent with the Group Consolidated Financial statements. pricewaterhousecoopers llp Chartered Accountants and Registered Auditors london, united Kingdom 8 April 2009 39
Page 1 and 2: Yesterday Today Tomorrow... ANNUAL
Page 3 and 4: FINANCIAL ANd OPERATIONAL HIGHLIGHT
Page 5 and 6: Balance Sheet strength and cash bal
Page 7 and 8: evolution securities Evolution secu
Page 9 and 10: Corporate Finance Evolution securit
Page 11 and 12: Wdb capital The Group’s investmen
Page 13 and 14: EARNINGS PER SHARE ON TOTAL OPERATI
Page 15 and 16: evolution securities’ income anal
Page 17 and 18: other activities The Group’s othe
Page 19 and 20: Lord macLaurin of Knebworth, dL (72
Page 21 and 22: principal risks and uncertainties T
Page 23 and 24: share capital Details of the change
Page 25 and 26: The Directors consider that in prep
Page 27 and 28: The Chief Executive, Alex snow, is
Page 29 and 30: The Committee observed that during
Page 31 and 32: appropriate and comprehensive proce
Page 33 and 34: The Board has delegated to the Remu
Page 35 and 36: The concept of a bonus ceiling does
Page 37 and 38: non-executive directors Non-executi
Page 39: On 8 April 2009, Alex snow was awar
Page 43 and 44: ASSETS 2008 2007 Note £’000 £
Page 45 and 46: 2008 2007 £’000 £’000 (loss)/
Page 47 and 48: shareholding of more than one half
Page 49 and 50: ) Distribution channels and custome
Page 51 and 52: (b) Share-based plans The Group’s
Page 53 and 54: Risk Reporting The Group Board rece
Page 55 and 56: Neither past Past due but not impai
Page 57 and 58: By business segment (continued) The
Page 59 and 60: 6. otHeR inCome Restated 2008 2007
Page 61 and 62: 11. aUditoRs’ RemUneRation During
Page 63 and 64: 14. inCome taX eXPense (CONTINuED)
Page 65 and 66: 18. intanGiBle assets notes to tHe
Page 67 and 68: 20. deFeRRed inCome taX (CONTINuED)
Page 69 and 70: 24. tRadinG PoRtFolio assets notes
Page 71 and 72: 31. Consolidated moVement in sHaReH
Page 73 and 74: 33. CasH FloW FRom oPeRatinG aCtiVi
Page 75 and 76: 38. emPloYee sHaRe sCHemes Movement
Page 77 and 78: 38. emPloYee sHaRe sCHemes (CONTINu
Page 79 and 80: THE EVOLuTION GROuP PLC PARENT COMP
Page 81 and 82: ASSETS ComPanY BalanCe sHeet AS AT
Page 83 and 84: statement oF ReCoGnised inCome and
Page 85 and 86: 1. aCCoUntinG PoliCies (CONTINuED)
Page 87 and 88: 2. FinanCial instRUments and RisK m
Page 89 and 90: 2. FinanCial instRUments and RisK m
Page 91 and 92:
5. inVestment in sUBsidiaRies notes
Page 93 and 94:
10. CasH and CasH eQUiValents 2008
Page 95 and 96:
17. Post BalanCe sHeet eVents There
Page 97 and 98:
19. emPloYee sHaRe sCHemes (CONTINu
Page 99 and 100:
19. emPloYee sHaRe sCHemes (CONTINu
Page 101 and 102:
FoR YoUR notes 99
Page 103 and 104:
DesiGneD AnD proDuceD BY BesT&co. l
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Annual Report for the year ended 31 December 2008

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