REPORT OF THE REMUNERATION COMMITTEE ON DIRECTORS’ REMUNERATION

BASIS OF REPORT

The following pages set out the Board’s remuneration policy as it applies to the executive Directors. In accordance with the UK Corporate Governance Code (whilst this is not a legal requirement) the Directors are proposing at the 2013 Annual General Meeting an advisory non-binding vote to receive and consider this report of the Remuneration Committee on Directors’ Remuneration.

COMPOSITION

The Remuneration Committee of the Board consists solely of independent non-executive Directors.

During the year ended 28 February 2013 the Chairman of the Committee was Philip Lynch (resigned 30 November 2102) and Breege O’Donoghue (appointed 13 December 2012). Other members of the Committee were Richard Holroyd and Stewart Gilliland (joined the Committee on 17 April 2012).

ADVICE AND CONSULTATION

The Chairman of the Board and the Group Chief Executive Officer are fully consulted on remuneration proposals but neither is present when his own remuneration is discussed. The Remuneration Committee has access to external advice from remuneration consultants and other independent firms on compensation when necessary. During the year ended 28 February 2013 the Committee obtained advice from Towers Watson in respect of the remuneration of a new executive Director and from New Bridge Street (an Aon Hewitt business, part of Aon plc) in respect of the Group’s employee share schemes and other matters. A separate division of Towers Watson has advised the trustees of the Group’s defined benefit schemes but the Committee was satisfied that this did not compromise their independence. Apart from that, neither of the consultants has any other connection with the Group. The Remuneration Committee also obtains advice from the Company Secretary and the Group’s Human Resources Director.

TERMS OF REFERENCE OF COMMITTEE

The Committee’s terms of reference, which are available on the C&C website www.candcgroupplc.com, include making recommendations to the Board in respect of Group policy on executive and senior management remuneration and the consideration and determination of the remuneration of the executive Directors and senior management. The Committee also oversees the Group’s employee share schemes.

REMUNERATION POLICY

The main aim of the Group’s remuneration policy is to attract, retain and reward the Group’s executive Directors and senior management, having regard to the need to ensure that they are properly remunerated and motivated to perform in the best interests of shareholders. Accordingly a key policy adopted by the Group for the remuneration of executive Directors and senior management is to align their interests with those of shareholders through appropriate share-based long-term incentives. In addition, performance-related annual rewards aligned with the Group’s key financial and operational goals and based on stretching targets are an important component of the total executive remuneration package. The reward mechanisms for senior management in each market are tailored for the market dynamics and reflect both short and medium term value creation. Local management are incentivised around the performance of their local businesses through a combination of bonuses and either share or shadow share arrangements.

Furthermore, the Group seeks to bring transparency to Directors’ and employees’ reward structures through the use of cash allowances in place of benefits in kind and to align the interests of Directors and other employees with those of shareholders through share-based and performance-based rewards. In setting executive Directors’ remuneration the Committee has regard to pay levels and conditions applicable to other employees across the Group.

DIRECTORATE CHANGE

Stephen Glancey continued as Chief Executive Officer of the Group and Kenny Neison as Chief Financial Officer of the Group throughout the year under review.

Joris Brams, the managing director of the International division, was appointed to the Board as an executive Director on 23 October 2012. The Remuneration Committee reviewed his remuneration upon his appointment as managing director of the international division on 1 September 2012. There was no change in his terms of employment upon his appointment to the Board.

Stewart Gilliland and Anthony Smurfit were appointed to the Board as non-executive Directors on 17 April 2012. Philip Lynch resigned as a non-executive Director on 30 November 2012. After the year-end John Burgess resigned as a non-executive Director on 14 May 2013.

EXECUTIVE DIRECTORS’ REMUNERATION

The main elements of the remuneration package for the executive Directors and senior management are base salary and benefits (including contributions to, or in lieu of, pension, company car and health benefits), performance-related annual bonus and longer term share incentives.

A summary of the remuneration applicable to the executive Directors is as follows:

Fixed Remuneration

Performance-linked remuneration

Base salary– subject to discretionary review.

Benefits – a 7.5% cash allowance for car and health benefits.

Pension – allowance of 25% of base salary as cash or pension contribution.

Annual incentives

Cash bonus – up to a maximum of 80% of base salary, subject to the achievement of a maximum Group operating profit target.

Long term incentives

Annual share option grants - 150% of base salary with a pre-vesting earnings per share performance target; no retesting permitted.

Annual award under the Long Term Incentive Plan - 100% of base salary subject to three-year earnings per share growth and TSR performance conditions; no retesting permitted.

The composition of each executive Director’s on-target and maximum remuneration for the year ending 28 February 2014 is as follows:

Target scenario Mix Maximum scenario Mix

Base

Base salary

44%

Base salary

29%

Benefits

3%

2%

Bonus

Assumes target bonus at 30% of base salary

13%

Assumes max bonus at 80% of base salary

23%

Options

Expected value

16%

Expected value

10%

LTIP

Threshold vesting - 30%

13%

Full vesting - 100%

29%

Pension

Pension allowance - 25% of base salary

11%

Pension allowance - 25% of base salary

7%

Total

100%

100%

SERVICE CONTRACTS OF EXECUTIVE DIRECTORS

Each of the executive Directors is employed on a service contract. None of them has a service contract with a notice period in excess of one year. The service contracts do not contain any pre-determined compensation payments in the event of termination of office or employment. Details of the service contracts of the executive Directors in office during the year are as follows:

Contract date Notice period Unexpired term of contract

Stephen Glancey

9 November 2008, amended 28 February 2012 12 months n/a

Kenny Neison

9 November 2008, amended 28 February 2012 12 months n/a

Joris Brams

1 September 2012 12 months n/a

Base Salary

The salary levels of executive Directors are normally reviewed together with those of senior management annually in January. The salary levels were reviewed in January 2013 and no amendment was made. Their basic salaries have remained unchanged since 2008 other than by reason of promotion.

The base salaries of Stephen Glancey and Kenny Neison are expressed and payable in pounds sterling, as follows. The base salary of Joris Brams is expressed and payable in euro.

Stephen Glancey

£585,000

(equivalent to €719,292 at the average exchange rate)

Kenny Neison

£420,000

(equivalent to €516,415 at the average exchange rate)

Joris Brams

€366,160

 

Benefits

The executive Directors receive a cash allowance of 7.5% of base salary in lieu of benefits such as company car or health benefits. The Group provides death-in-service cover of four times annual base salary.

Pensions

No executive Director or member of senior management accrues any benefits under a defined benefit pension scheme. Under their service contracts each of the executive Directors receives a cash payment of 25% of base salary, in order to provide their own pension benefits, inclusive in Kenny Neison’s case of a fixed sterling payment into a personal pension plan.

Performance Related Annual Bonus

The Group operates a performance-related cash bonus scheme for executive Directors, senior management and other employees. The bonus scheme and the payment of bonuses are subject to annual approval by the Remuneration Committee. The Committee reserves the right to vary, amend, replace or discontinue the bonus scheme at any time depending on business needs and/or financial viability or as appropriate by reference to any changes in corporate structure during the financial year. The Remuneration Committee has not to date included clawback provisions in variable compensation in the event of material inaccuracy and does not require any part of the executive Directors’ annual cash bonus to be deferred, whether into shares or otherwise.

The maximum annual bonus payable is 80% of basic salary for the executive Directors, 70% for senior management and lesser amounts for other employees.

For the year ended 28 February 2013 the Remuneration Committee determined that none of the performance thresholds for any of the executive Directors was achieved.

For the year ending 28 February 2014 the Remuneration Committee has approved a bonus scheme for executive Directors by reference to Group adjusted operating profit under which executive Directors will be entitled to a bonus of 10% of base salary at threshold performance, a bonus of 20% (in total) at an intermediate threshold, 30% on target, and further bonus on a tapering basis in respect of performance above this level up to a maximum of 80%.

Share Options and Share Awards

The service contracts of the executive Directors in office at the date of this report entitle them to an annual grant under the C&C’s Executive Share Option Scheme of share options with a value equal to 150% of base salary and an annual award under the Long Term Incentive Plan (Part I) (LTIP (Part I)) of shares (by way of nil cost options) with a value equal to 100% of annual base salary. S. Glancey and K. Neison have indicated their intention to waive on a one-off basis their respective annual entitlements in respect of FY2014 under the C&C’s Executive Share Option Scheme and LTIP (Part I).

The Board will continue to review all incentive schemes annually and all awards are made subject to performance. However, the Board has stated its intention that in the event of a review an equivalent value to the above should be offered to S. Glancey and K. Neison, whether by way of Long Term Incentive Plan (Part I) or other incentive scheme in order to maintain the market competitiveness of their package.

Details of the interests of the Directors in share options and share awards granted under the Executive Share Option Scheme, the Long Term Incentive Plan (Part I) and the Joint Share Ownership Plan, are set out on this page (Executive Share Option Scheme), this page (LTIP (Part I)), this page(Joint Share Ownership Plan) and in note 4.

EXECUTIVE SHARE OPTION SCHEME (ESOS)

The C&C Executive Share Option Scheme was established in May 2004. Options are granted solely at the discretion of the Remuneration Committee save where the executive has a contractual entitlement. Under the scheme rules, options cannot be granted to non-executive Directors. In respect of grants since admission, the maximum grant that can normally be made to any individual in any one year is an award of 150% of base salary in that year. The exercise option price per share is set by reference to the market value of a share on or immediately prior to grant.

Options will not normally be exercisable until three years after the date of grant and are subject to meeting a specific performance target. This performance target requires that the aggregate of Group earnings per share (before exceptional or extraordinary items, and including any other adjustments authorised by the Remuneration Committee) in the three financial years during the vesting period must exceed the aggregate that would have been achieved had base-year earnings per share grown by 5% per annum compound in excess of the change in the Irish Consumer Price Index (Irish CPI) during the period.

The options lapse if the performance target is not met after the relevant three year period and there is no re-testing provision. Options will normally lapse when a participant ceases to be a director or employee within the Company’s group unless they are a ‘qualifying leaver’ (i.e. they cease office or employment by reason of death, injury, ill-health, disability, redundancy, retirement or business disposal). A qualifying leaver’s award will normally vest and become exercisable on the date of cessation; although in some circumstances vesting can be delayed until the normal vesting date (i.e. the third anniversary). The extent to which a qualifying leaver’s option becomes exercisable shall depend upon the extent to which the Remuneration Committee determine that the performance target has been satisfied, which may be measured over a shorter time period. If the Remuneration Committee determines that the target is met, the options may be exercised within a reduced time period.

If a third party makes a takeover offer or obtains control of the Company or becomes bound or entitled to compulsorily acquire the Company’s shares or in the event of a scheme of arrangement or a winding up of the Company, options may be exercised early, subject to the extent to which the Remuneration Committee determine that the performance target has been satisfied (in whole or part) over the shortened performance period. Replacement options may be issued in the event of an internal reorganisation.

The fair value cost of the share options is amortised over the vesting period to the extent that the Directors believe that the options will vest. The fair value of each award is disclosed in note 4 to the Financial Statements (Share Based Payments).

The ESOS allows the grant of UK HM Revenue & Customs (“HMRC”) approved market value options to employees who are UK taxpayers, which benefit from favourable tax treatment in the UK. Eligible employees may not hold outstanding approved options over shares worth more than £30,000 at any time. HMRC approved options are granted on substantially similar terms to other options under the ESOS and are subject to the same performance target described above.

LONG TERM INCENTIVE PLAN (Part I) (LTIP (Part I))

The C&C share-based LTIP (Part I) for executive Directors and senior management was established at the time of the Group’s admission to listing in May 2004. Under the plan, awards of up to 100% of base salary may be granted (or up to 200% in exceptional circumstances). Awards are in the form of nil-cost options over shares, based on the closing share price on the day before the grant date.

The Remuneration Committee has adopted two performance conditions as a dual metric to align the interests of participants with those of shareholders while at the same time providing a target related to the Group’s financial performance. The Committee considers that this dual-metric performance condition is sufficiently stretching to ensure that participants are rewarded only if shareholders’ interests are successfully met.

As to 50% of the award, a performance condition relating to relative total shareholder return (TSR) applies, with an underpin as mentioned below. 30% of this part of the award vests if the Company’s TSR over a three-year period equals the median TSR of a comparator group; 100% of this part of the award vests if the Company’s TSR over a three-year period equals or exceeds the TSR of the upper quartile of the comparator group; for performance between the median and the upper quartile there is straight-line pro-rating between 30% and 100%. None of this part of the award vests if the Group’s TSR over a three-year period is less than the median TSR of a comparator group. The companies in the comparator group for awards made in 2012 and 2013 are as follows: Anheuser-Busch Inbev N.V., Carlsberg Breweries A/S, Constellation Brands Inc., Diageo plc, Heineken Holding N.V., Molson Coors Brewing Company, Remy Cointreau SA, SABMiller plc, Britvic plc, Greene King plc, Marston’s plc, Young & Co.’s Brewery plc and AG Barr plc. TSR is calculated in euros and by reference to the change in the net return index for each comparator company, as calculated by an independent financial information provider selected by the Committee from time to time. In respect of the TSR condition, an underpin applies: the growth in the Group’s EPS over the three-year period must be 5% or more per annum in real terms (compared with Irish CPI) over the same period; alternatively the Remuneration Committee must be satisfied that the Group’s underlying financial performance warrants that level of vesting; otherwise the award lapses.

As to the remaining 50% of the award, a performance condition relating to aggregate growth in adjusted earnings per share (EPS) applies. 30% of this part of the award vests if aggregate EPS in a three year period achieves 4% per annum growth in real terms (compared with Irish CPI) in aggregate. 100% of this part of the award vests if aggregate EPS in a three year period achieves 10% per annum real growth in aggregate. There is straight-line pro-rating between 30% and 100% for performance between 4% and 10% per annum. None of this part of the award vests if the real growth in the Group’s aggregate EPS in a three-year period is less than 4% per annum. EPS is calculated using the adjusted earnings per share as disclosed in the Company’s interim or full-year financial statements as determined and subject to any further adjustments approved by the Remuneration Committee.

Similar provisions to those applicable under the ESOS apply to enable early vesting of LTIP awards held by qualifying leavers or if a third party makes a takeover offer or obtains control of the Company or becomes bound or entitled to compulsorily acquire the Company’s shares or in the event of a scheme of arrangement or a winding up of the Company. In these circumstances the extent to which an award vests will depend upon the extent to which the performance targets have been satisfied up to the date of cessation or, in some instances, over the original three year performance period. Awards will also normally be subject to a time pro-rata reduction (except for certain qualifying leavers) to reflect the reduced period of time between grant and vesting, relative to a period of three years; although the Remuneration Committee can decide not to pro-rate.

In order to achieve a better alignment of the interests of participants in the Plan with the interests of shareholders, shareholder approval was given at the 2012 AGM to a proposal that awards made in or after 2012 and that vest under the Plan should reflect the equivalent value to that which accrues to shareholders by way of dividends during the vesting period. The provision is not retrospective to awards made before 2012. The fair value cost of the share awards is amortised over the vesting period to the extent that the Directors believe that the awards will vest.

The fair value of each award is disclosed in note 4 to the Financial Statements (Share Based Payments).

C&C JOINT SHARE OWNERSHIP PLAN

The C&C Joint Share Ownership Plan was approved by shareholders on 18 December 2008. Awards were granted in December 2008 and June and December 2009 to the then executive Directors and to members of senior management of the Company. No further awards can be made.

Interests under the Plan take the form of a restricted interest (“Interest”) in ordinary shares of the Company (“Plan Shares”). Participants contributed funding equal to 10% of the issue price on the acquisition of the Interest (the “Entry Price”) with the balancing amount (the “Hurdle Value”) being funded by the trustees of the employee benefit trust (“Trustees”). For Interests acquired in December 2008 and June 2009, the Entry Price was €0.115 per share and the Hurdle Value was €1.035 per share and for the Interests acquired in December 2009, the Entry Price was €0.247 per share and the Hurdle Value was €2.223. The participants must also pay a further amount if the tax value of their interests exceeds the price paid; the Company compensates the participant for this payment by paying him an equivalent amount, which is subject to tax.

As at 28 February 2013, all of the continuing Interests under the Plan had vested. Details of the vesting conditions are given in note 4 to the Financial Statements (Share Based Payments).. Each participant may direct the votes on his vested Interests.

Where Interests have vested and if the participant is a continuing employee and so agrees, the participant is entitled to dividends on the relevant Plan Shares in proportion to his economic interest. The Trustees are entitled to the dividends otherwise but have waived their entitlement. The executive Directors who are participants have elected to take their dividend entitlements.

Participants who are continuing employees may transfer their vested Interests to family members and related trusts but otherwise Interests are not transferable. Once an Interest has vested, the participant may, on payment of the balance of the further amount referred to below, request the Trustees to transfer to him Plan Shares of equal value to his Interest or the Trustees may sell the Plan Shares and account to the participant for the difference between the sale proceeds (less expenses) and the Hurdle Value.

If any Plan Shares have not been sold by the seventh anniversary of their acquisition date, the Trustees must then sell them and account to the participant for his share of the sale proceeds. If the Company is in a proscribed period preventing dealings or there is market disruption or there are other circumstances preventing or inhibiting an orderly realisation of the Plan Shares, the Board may agree that the end date may be extended for an additional period not exceeding 12 months to enable an orderly realisation to take place. During this period no further dividends would be paid in respect of the participant’s Interests.

The award of an Interest under the Plan may give rise to a loan for tax and company law purposes as described under Loans to Directors on this page.

OTHER EMPLOYEE SHARE SCHEMES

In addition to the above schemes, the UK tax-resident executive Directors are eligible to participate on the same terms as all other eligible employees in the UK Revenue-approved Share Incentive Plan that the Company operates.

The Group has established a number of other share-based schemes, in which Directors are not eligible to participate, details of which are also given in note 4 to the Financial Statements (Share Based Payments)..

RENEWAL OF SCHEMES

Approval is being sought at the Company’s Annual General Meeting to be held in July 2013 to reapprove the ESOS and the LTIP scheme (Part 1), which expire in April 2014, so that they can continue to be used for a further three years until 3 July 2016. During this period, the Company intends to undertake a review of its share schemes to take account of recent changes to its business model, including its acquisition of Vermont Hard Cider Company in the United States, and recently published recommendations of institutional investor protection committees in respect of employee share schemes. The Directors also propose that the Company’s Save-as-you-earn savings-related share option scheme should be reapproved for the same duration but they currently have no plans to make awards under this scheme which has been unused since it was originally approved. Resolutions to implement these variations will be proposed. Further details are contained in the Notice of AGM.

SHAREHOLDING GUIDELINES

The Company does not impose minimum shareholding requirements on executive Directors. However, Stephen Glancey and Kenny Neison have significant shareholdings in the Company as set out on this page, currently representing approximately 35 times and 24 times their respective base salary, well in excess of usual formal shareholding guidelines (generally between one and 2½ times base salary). Joris Brams, who was appointed to the Board in 2012, has indicated his intention of building up his shareholding in the Company to approximately two times base salary. The Remuneration Committee is therefore of the view that the executive Directors’ interests are sufficiently aligned with those of other shareholders without the need for additional shareholding guidelines.

DILUTION LIMITS AND TIME LIMITS

Full details of the awards made under the Company’s share schemes and the maximum dilution are given in note 4 (Share Based Payments). All share plans with the exception of the Joint Share Ownership Plan, which was specifically approved by shareholders in December 2008, contain the share dilution limits recommended in institutional guidance, namely that no awards shall be granted which would cause the number of Shares issued or issuable pursuant to awards granted in the ten years ending with the date of grant, but excluding awards granted on or prior to admission to the Irish Stock Exchange in 2004, (a) under any discretionary or executive share scheme adopted by the Company (other than the Joint Share Ownership Plan) to exceed 5 per cent., and (b) under any employees’ share scheme adopted by the Company (other than the Joint Share Ownership Plan) to exceed 10 per cent., of the ordinary share capital of the Company in issue at that time.

In the period from the listing of the Group on the Irish Stock Exchange in 2004 to 28 February 2013, commitments to issue new shares or re-issue treasury shares under discretionary share schemes (net of lapsed and forfeited commitments and excluding the Joint Share Ownership Plan which was specifically approved by shareholders in December 2008) amounted to 3.56% of the Company’s issued ordinary share capital as at 28 February 2013. No equivalent commitments have been made under non-discretionary schemes.

NON-EXECUTIVE DIRECTORS’ REMUNERATION

Each of the non-executive Directors in office during the financial year was appointed by way of a letter of appointment. Each appointment was for an initial term of three years, renewable by agreement (but now subject to annual re-election by the members in General Meeting). The letter of appointment of Sir Brian Stewart is dated 10 February 2010 and those for Stewart Gilliland and Anthony Smurfit are dated 17 April 2012. The letters of appointment of all other non-executive Directors in office during the financial year were dated 26 April 2004. The letters of appointment are each terminable by either party on one month’s notice and do not contain any pre-determined compensation payments in the event of termination of office or employment.

The remuneration of the non-executive Directors is determined by the Board of Directors as a whole. The Chairman is not involved in determining his own remuneration. Non-executive Directors receive a Director’s fee and fees directly relating to their membership of Board committees but no additional remuneration from the Company. It is the Company’s policy that the fees paid to non-executive Directors should be set at a level which aims to attract individuals with the necessary experience and ability to make a significant contribution to the Group. No increase has been made to the basic and supplemental fees of the non-executive Directors since 2008.

The current annual fees are as follows:

Chairman:

€230,000

Non-executive Director:

€65,000

Supplemental fees:

Senior Independent Director:

€10,000

Chairman of the Audit Committee:

€25,000

Chairman of the Remuneration Committee:

€20,000

Non-executive Directors are not eligible to participate in the Group’s share option or other employee schemes. None of the remuneration of the non-executive Directors is performance related. Non-executive Directors’ fees are not pensionable and non-executive Directors are not eligible to join any Group pension plan. The Group also does not impose minimum shareholding requirements on non-executive Directors but encourages them to hold shares in the Company.

The Articles of Association provide that the ordinary remuneration of Directors shall not exceed a fixed amount or such other amount as determined by an ordinary resolution of the Company. The current limit was set at the Annual General Meeting held in 2007. An ordinary resolution is to be proposed at the 2013 Annual General Meeting to increase this limit to give the Company flexibility in making further appointments.

5 YEAR TOTAL SHAREHOLDER RETURN

For information only, the above graph shows the value as at 28 February 2013 of a €100 investment in C&C Group plc shares on
29 February 2008 compared with a similar investment in the ISEQ General Index.

DIRECTORS’ REMUNERATION AND INTERESTS IN SHARE CAPITAL

Details of the overall Directors’ remuneration charged to the Group income statement are shown in note 27. Details of the remuneration and pension benefits for each Director who served during the year ended 28 February 2013 are given below. The interests of the Directors and Company Secretary in the share capital of the Company and in share options are shown on this page. Loans to Directors are shown on this page.

Basic salary/fees Other remuneration fees (iii) Benefits in kind(iv) Pension contribution (or equivalent) Annual Bonus Total Total

2013 2012

€’000 €’000 €’000 €’000 €’000 €’000 €’000

Executive Directors

             

Joris Brams(i) (ii)

130 10 - 33 - 173 -

John Dunsmore(iii)

- - - - - - 1,463

Stephen Glancey

719 54 4 180 - 957 1,131

Kenny Neison

516 39 3 129 - 687 748

Sub-total

1,365 103 7 342 - 1,817 3,342

             

Non-Executive Directors

             

John Burgess

65 - - - - 65 65

Liam FitzGerald

- - - - - - 65

Stewart Gilliland

57 - - - - 57 -

John Hogan

65 25 - - - 90 90

Richard Holroyd

65 10 - - - 75 75

Philip Lynch

49 15 - - - 64 85

Breege O’Donoghue

65 3 - - - 68 65

Anthony Smurfit

57 - - - - 57 -

Sir Brian Stewart

230 - - - - 230 230

Sub-total

653 53 - - - 706 675

2,018 156 7 342 - 2,523 4,017

Equity-settled share-based
employee benefits
(v)

          1,049 282

Total

          3,572 4,299

           

Average number of executive Directors

        2 3

Average number of non-executive Directors

        7 7

(i) The Board released Joris Brams to serve on the Board of Democo as a non-executive director. He received and retained an annual fee of €5,000 in relation to this role.

(ii) By an agreement effective 30 January 2012 made between C&C IP Sàrl and Joris Brams BVBA (JBB), (a company wholly owned by Joris Brams and family), JBB agreed to provide management services in respect of C&C Group’s business outside Ireland and the UK. JBB was remunerated in accordance with the agreement until 31 August 2012, when the agreement was terminated. It was agreed that the following fees will continue to be payable to JBB after termination:

(a) A deferred introductory incentive fee will be payable on 1 February 2015, with no performance conditions attached, by the payment of a sum equal to 98,600 notional units multiplied by the closing price of C&C Group shares on the dealing day before the settlement date. Payment of the fee is subject to the rules of the C&C Group Recruitment and Retention Plan, so far as applicable.

(b) A long term incentive fee was awarded on 17 May 2012 and comprised 87,943 notional units. The award was made subject to the rules of the LTIP1 so far as applicable. Vesting of the award is subject to the achievement of performance conditions equivalent to those applicable under the LTIP1, and the award will be settled following publication of the Company’s audited results for the financial year 2015 by the payment of a sum equal to the number of units that vest multiplied by the closing price of C&C Group shares on the dealing day before the settlement date.

(iii) Other fees paid to John Hogan, Richard Holroyd, Philip Lynch and Breege O’Donoghue represent fees paid as Chairman of the Audit Committee, Senior Independent Director and Chairman of the Remuneration Committee respectively.

(iv) See ‘Loans to Directors’ on this page.

(v) See Note 4 ‘Share Based Payments’.

Subject to (i) and (iii) above no sums were paid to third parties for any Director’s services.

Directors’ interests

The interests of the Directors and the Company Secretary in office at 28 February 2013 in the share capital of Group companies at the beginning of the year (or date of appointment if later) and the end of the year were:

INTERESTS IN ORDINARY SHARES OF €0.01 EACH IN C&C GROUP PLC(i)

28 February 2013 1 March 2012
(or date of appointment if later)

Directors

   

Joris Brams

69,777 53,777

John Burgess

106,077 104,097

Stephen Glancey

5,120,000(ii) 5,120,000(ii)

Stewart Gilliland

- -

John Hogan

10,432 10,324

Richard Holroyd

45,769 32,933

Kenny Neison

2,561,530(ii) 2,561,530(ii)

Breege O’Donoghue

60,961 59,823

Anthony Smurfit

300,000 300,000

Sir Brian Stewart

100,000 60,000

Total

8,374,546 8,302,484

Company Secretary

Paul Walker

63,200 36,200

Notes

(i) All the above holdings are beneficial interests subject as stated in (ii) below.

(ii) The shareholdings of Stephen Glancey and Kenny Neison include interests in shares acquired and held under the Joint Share Ownership Plan which at 28 February 2013 and at 29 February 2012 comprised 3,413,334 shares in respect of Stephen Glancey and 2,560,000 shares in respect of Kenny Neison
(see C&C Joint Share Ownership Plan on this page and note 4 for further details).

The Directors and the Company Secretary have no beneficial interests in any of the Group’s subsidiary undertakings.

There was no movement in the Directors’ or the Company Secretary’s interests in C&C Group plc ordinary shares between
28 February 2013 and the approval of the financial statements on 15 May 2013.

INTERESTS IN OPTIONS OVER ORDINARY SHARES OF €0.01 EACH IN C&C GROUP PLC

Date of
grant
Exercise price Scheme Exercise period Total at
1 March 2012 (or date of appointment if later)
Awarded in year Exercised
in year
Lapsed
in year
Total at
28 February 2013
Weighted average price

Directors

Joris Brams(i)

nil nil nil nil nil

Total nil nil nil nil nil

Stephen Glancey

13/5/09 €1.94 ESOS 13/5/12 - 12/5/16 386,600 386,600

26/5/10 €3.205 ESOS 26/5/13 - 25/5/17 234,100 234,100

24/5/11 €3.6065 ESOS 24/5/14 - 23/518/ 207,957 207,957

29/2/12 €0.00 LTIP (Part I) 1/3/15 - 28/8/15 191,186 191,186

17/5/12 €0.00 LTIP (Part I) 17/5/15 - 16/11/15 - 207,317 207,317

17/5/12 €3.525 ESOS 17/5/15 - 16/5/19 - 310,975 310,975

Total 1,019,843 518,292 0 0 1,538,135 €2.18

Kenny Neison

13/5/09 €1.94 ESOS 13/5/12 - 12/5/16 232,000 232,000

26/5/10 €3.205 ESOS 26/5/13 - 25/5/17 140,500 140,500

24/5/11 €3.6065 ESOS 24/5/14 - 23/5/18 124,774 124,774

29/2/12 €0.00 LTIP (Part I) 1/3/15 - 28/8/15 137,262 137,262

17/5/12 €0.00 LTIP (Part I) 17/5/15 - 16/11/15 - 148,843 148,843

17/5/12 €3.525 ESOS 17/5/15 - 16/5/19 - 223,264 223,264

Total 634,536 372,107 0 0 1,006,643 €2.12

Company Secretary

Paul Walker

29/6/10 €0.00 R&R 1/6/11 - 31/5/17 54,000 (27,000)(ii) 27,000

2/6/10 €3.21 ESOS 1/6/13 - 31/5/18 127,200 127,200

29/6/11 €0.00 LTIP (Part I) 29/6/14 - 28/12/14 35,380 35,380

17/5/12 €0.00 LTIP (Part I) 17/5/15 - 16/11/15 - 40,754 40,754

17/5/12 €0.00 R&R 17/5/14 - 16/5/19 - 122,264 122,264

Total 216,580 163,018 (27,000) 0 352,598 €1.16

(i) see note (ii) on this page
(ii) market price at date of exercise: €3.42

Key: ESOS - Executive Share Option Scheme; LTIP (Part I) - Long Term Incentive Plan (Part I); R&R - Recruitment and Retention Plan.

No price was paid for any award of options. The price of the Company’s ordinary shares as quoted on the Irish Stock Exchange at the close of business on 28 February 2013 was €4.895 (2011: €3.665).

LOANS TO DIRECTORS

When an award is granted to an executive under the Joint Share Ownership Plan, its value is assessed for tax purposes with the resulting value being deemed to fall due for payment on the date of grant. Under the terms of the Plan, the executive must pay the Entry Price at the date of grant and, if the tax value of the award (i.e. the initial unrestricted market value) exceeds the Entry Price, the executive must pay a further amount, equating to the amount of such excess, before a sale of the awarded Interests. The deferral of the payment of the further amount is considered to be an interest-free loan by the Company to the executive and a taxable benefit-in-kind arises, charged at Revenue stipulated rates (Ireland 12.5% then 13.5% with effect from 1 January 2013; UK 4.0%). The resulting loans by the Company to the executive Directors are required to be disclosed under the Companies Act 1990.

The balances of the loans outstanding to the executive Directors as referred to in the previous paragraph as at 28 February 2013 and 29 February 2012 are as follows:

28 February 2013 €’000 29 February 2012 €’000

Stephen Glancey

111 111

Kenny Neison

83 83

Total

194 194

When the further amount is paid, the Company compensates the executive for the obligation to pay this further amount by paying him an equivalent amount, which is, however, subject to income tax and social security in the hands of the executive.

 
 

 

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