Notes to the Directors' Remuneration Report (Information subject to audit)

The interests in the ordinary shares of 5p each in the Company of the Directors who held office at the end of the financial year were as follows:

Number of shares


Interest
at end
of year
Interest
at beginning
of year
M M Diamond 533,800 493,800
J C Barker 573,229 473,229
M R Belton 15,183 1,669
G P Budd 272,982 245,955
S V Murphy 54,054
G C Roberts 29,307 2,280
N S Chapman 885,000 635,000

There have been no changes to Directors' interests between the end of the financial year and the date of this report.

There were no non-beneficial interests.

The Directors retiring by rotation are Mark Belton, Seamus Murphy, Glenda Roberts and Neil Chapman who, being eligible, offer themselves for re-election at the forthcoming Annual General Meeting.

The rights of the Directors who held office during the financial year to subscribe for ordinary shares of 5p each in the Company, including SAYE options, are as follows:

Number of options


Date
granted
Option Price
£
At
31 March
2011
Options
granted
in the year
Options
cancelled
in the year
At
31 March
2012
M M Diamond 30 Sept 2009 0.085 2,000,000 2,000,000
J C Barker 30 Sept 2009 0.085 2,000,000 2,000,000
M R Belton 30 Sept 2009
SAYE Options
0.085
0.170
500,000
53,382


500,000
53,382
G P Budd 30 Sept 2009
SAYE Options
0.085
0.170
500,000
53,382


500,000
53,382
S V Murphy 30 Sept 2009 0.085 200,000 200,000
G C Roberts 30 Sept 2009 0.085 250,000 250,000
N S Chapman 30 Sept 2009 0.085 150,000 150,000

No other Director has share options.

The options granted on 30 September 2009, are exercisable between September 2012 and September 2019 at an exercise price of £0.085 per share. These can only be exercised when the Company's share price has reached a minimum of £0.51 maintained as an average over the three-month period preceding the Notice of Exercise; and the Company has achieved a minimum of 10% Return on Capital Employed (defined as underlying EBIT over Shareholders Funds and Net Debt). For 2012 ROCE was 11.2% adjusted for 12 months of Power Steel and Electro-Plating Works SDN Bhd (PSEP) (2011: 8.7%). The market price of the ordinary shares at 31 March 2012 was £0.45 (2011: £0.46) and the range during the year was £0.37 to £0.51 (2011: £0.23 to £0.53).

The Company's register of Directors' interests, which is open to inspection, contains full details of Directors' shareholdings and options to subscribe.

There have been no other changes in the interests or rights to subscribe for shares of the Directors in the ordinary share capital of the Company since the end of the financial year.

LTIP Awards over shares of 5p each

At 31 March 2012, no Director of the Company held any LTIP awards.

Directors' Remuneration

MARCH 2012
Name
Fees
£000
Salaries
£000
Benefits
in kind
£000
Bonus
£000
Subtotal
£000
Pension
£000
Total
£000
Chairman






M M Diamond 190 13 67 270 270
Executive Directors






J C Barker (CEO) 220 13 94 327 327
M R Belton (GFD) 130 13 62 205 26 231
G P Budd 150 14 30 194 30 224
S V Murphy 120 13 42 175 24 199
G C Roberts 120 12 42 174 24 198
Independent Non-ExecutiveDirectors






N S Chapman 48 48 48
J Shearman 42 42 42
Totals 90 930 78 337 1,435 104 1,539
MARCH 2011
Name
Fees
£000
Salaries
£000
Benefits
in kind
£000
Bonus
£000
Subtotal
£000
Pension
£000
Total
£000
Chairman






M M Diamond 140 11 63 214 214
Executive Directors






J C Barker (CEO) 175 11 79 265 265
M R Belton (GFD) — appointed 16/06/2010 87 10 49 146 17 163
G P Budd 150 1 151 30 181
S V Murphy — appointed 16/06/2010 79 10 45 134 16 150
G C Roberts — appointed 16/06/2010 79 9 45 133 16 149
Independent Non-Executive Directors






N S Chapman 38 38 38
J Shearman 35 35 35
Totals 73 710 52 281 1,116 79 1,195

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