content_image/202634.jpg content_image/202633.jpg content_image/202616.jpg
In 2012, the CEO was awarded 97,603 performance shares (in the form of nominal price options). 

Since the first operation of the EIP, the grant to the CEO has been set by reference to a percentage of the available pool, rather than by reference to salary. The Committee continues to believe that de-linking salary and grant level allows: 

■ For more independence between elements of pay, thereby avoiding an unnecessary ratchet of pay; 

■ An incentive for the share price to increase; and 

■ Avoiding overgranting of value if share price were to dip at the time of grant. 

The Committee has determined that the appropriate level of award for the CEO is normally 20% of the available annual pool, which represents 0.15% of the issued share capital of the Company. For 2013, the Committee determined that this level of award remains appropriate, and is termed the basic award . 

As noted in the annual bonus section above, the Committee has introduced a mechanism that links the amount of deferred shares from the annual bonus plan to the level of award under the EIP. For each share deferred (whether compulsorily or voluntarily) an additional share will be awarded under the EIP. This will be termed the invested award . 

Based on the current base pay and bonus structure, the maximum value of the invested award is equivalent to 200% of salary. This only occurs if a maximum bonus is earned and the CEO elects to take it all in deferred shares. 

The table below provides other scenarios, in the absence of any election by the CEO to defer additional shares. The number of shares is an assumption based on the closing share price as at 31 December 2012 of €13.30 and a £/€ exchange rate of 1.22. 

<img src='content_image/202634.jpg'>

Notes: 

*Together with a basic award, this takes the maximum award for the CEO would not exceed 160,000 shares. 

## Performance metrics, operation and standards 

## EBIT and revenue: 75% of each award in total 

As part of the Shareholders’ approval for the EIP in 2010, the Committee undertook to ensure that the level of stringency with regard to the attainment of the performance targets is maintained for each and every grant under the EIP. To give comfort to Shareholders that there is integrity in the process, the Committee undertook to provide full retrospective details of the annual targets each year. This is set out below. 

These corporate performance conditions are set annually over the three-year holding period. For each annual period, a third of this part of the award (i.e. ¹/ ³  of 75%) is determined based on the actual performance against the targets set at the beginning of each year. 

This is illustrated in the diagram below: 

<img src='content_image/202633.jpg'>

<img src='content_image/202616.jpg'>

