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Annual Report and Accounts 2006 - Optos

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Directors’ Remuneration <strong>Report</strong><br />

continued<br />

DIRECTORS’ INTERESTS<br />

The beneficial <strong>and</strong> non-beneficial interests of the Directors in the ordinary shares of £0.02 each in the capital of the Company (“Ordinary Shares”) are set out below:<br />

At 30 Sep <strong>2006</strong> At 1 Oct 2005<br />

or at date of appointment<br />

Number of<br />

Number of<br />

Ordinary Share Ordinary Share<br />

Shares Options Shares (7) Options (8)<br />

Dr John Padfield 175,000 – 175,000 –<br />

Allan Watson – 401,000 – 301,000<br />

Douglas Anderson (1) 2,095,939 126,000 2,452,089 202,000<br />

Ian Stevens (2) 21,500 595,000 19,500 551,000<br />

Anne Glover (3) 13,381,929 – 8,743,448 –<br />

Patrick Paul (4) 5,037,410 – 4,489,867 168,000<br />

Barry Rose 15,000 – 5,000 –<br />

Dr David Guyer – – – –<br />

(1) of these ordinary shares: 157,750 are held in the name of Mr Anderson <strong>and</strong> 1,938,189 (being an amount proportional to Mr Anderson’s holding of 55.25% of the share<br />

capital of such company) are held in the name of Crombie Anderson Associates Limited.<br />

(2) of these ordinary shares: 18,200 are held in the name of Mr Stevens; <strong>and</strong> 3,300 are held in the name of Alison Stevens, Mr Stevens’ wife, in her own name.<br />

(3) of these ordinary shares: 127,176 are held in the name of Ms Glover; <strong>and</strong> 13,254,753 are held in the names of seven Amadeus funds (as further detailed in (5) below)<br />

of which Ms Glover is a director <strong>and</strong>/or limited partner.<br />

(4) of these ordinary shares: 4,657,867 are held in the name of Mr Paul <strong>and</strong> 379,543 are held in the name of Chester Investments Limited (a company in which Mr Paul<br />

holds 100% of the share capital).<br />

(5) The interests of Amadeus are held amongst the following funds:<br />

Amadeus I: 2,897,727 ordinary shares<br />

Amadeus I Affiliates Fund LP: 152,512 ordinary shares<br />

Amadeus II A: 4,592,031 ordinary shares<br />

Amadeus II B: 3,061,354 ordinary shares<br />

Amadeus II C: 2,142,948 ordinary shares<br />

Amadeus II Affiliates LP: 102,045 ordinary shares<br />

Amadeus II D GmbH & Co. KG: 306,136 ordinary shares<br />

(6) Mr Anderson, a Director of the Company, is a director <strong>and</strong> majority shareholder in Crombie Anderson Associates Limited, <strong>and</strong> Ms Glover <strong>and</strong> Mr Paul, Directors of<br />

the Company, both hold minority shareholder interests in Crombie Anderson Associates Limited.<br />

(7) The number of ordinary shares have been calculated after the consolidation which took place on 27 January <strong>2006</strong>, where two ordinary shares of £0.01 each were<br />

consolidated into one ordinary share of £0.02 each.<br />

(8) The number of share options have been calculated after the consolidation which took place on 27 January <strong>2006</strong>, where two ordinary shares of £0.01 each were<br />

consolidated into one ordinary share of £0.02 each.<br />

As at 7 December <strong>2006</strong>, there have been no changes in the above shareholdings since 30 September <strong>2006</strong>.<br />

DIRECTORS’ REMUNERATION (AUDITED)<br />

The remuneration in respect of qualifying services of each person who served as a Director during the year ended 30 September <strong>2006</strong> was as shown below.<br />

Note that these amounts are expressed in US dollars, the Group’s reporting currency, though all Directors were paid in pounds sterling, except for Ian Stevens.<br />

The average exchange rate used in the year ended 30 September <strong>2006</strong> was $1.80 to £1 (2005: $1.85 to £1).<br />

Year to <strong>2006</strong> Year to 2005<br />

Compensation Year to Year to Pension Pension<br />

Salary <strong>and</strong> Fees Bonus Benefits for Loss of Office Sep 06 Sep 05 Contributions Contributions<br />

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />

Chairman<br />

Dr John Padfield (9) 80 – – – 80 – – –<br />

Non-Executive Directors<br />

Anne Glover (3) 38 – – – 38 22 – –<br />

Patrick Paul 29 – – – 29 – – –<br />

Barry Rose (4) 36 – – – 36 – – –<br />

Dr David Guyer (5) 38 – – 38 – – –<br />

Barry Sealey (6) – – – – – – – –<br />

Michael Rutterford (7) – – – – – – – –<br />

Ann Gloag (8) – – – – – – – –<br />

28<br />

<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>

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