| DIRECTORS' REPORT (CONTINUED) |
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| SHARE INCENTIVE SCHEMES |
Brait currently operates various share incentive schemes for the
purpose of incentivising directors, executives and management of the group and to align their economic interests with shareowners and
retain their services on a long-term basis.
The maximum number of entitlements that may be granted in terms of
the three schemes are as follows: |
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The Brait S.A. Share
Incentive Scheme |
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6,7% of the company's issued
share capital. |
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The Brait Executive Share
Purchase Scheme |
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19,6% of the company's issued
share capital (limited to 20 million
ordinary shares). |
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Brait South Africa
Share Scheme 2005 (new scheme implemented on 1 April
2005) |
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The shares granted under this
scheme may not in aggregate exceed
the capacity authorised in the above
two schemes. |
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| A summary of the scheme rules and share entitlements outstanding and
granted to directors and employees of the group under the various
schemes are outlined in the "Remuneration Report' section on page 42. |
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| DIRECTORATE |
| During the year, the following members were appointed to the Brait
S.A. board: |
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Date of |
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appointment |
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| Non-executive |
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| HRW Troskie** |
27 July 2005 |
| PAB Beecroft• |
27 July 2005 |
| Executive |
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| BI Childs• |
27 July 2005 |
| JJ Coulter^ |
27 July 2005 |
| JA Gnodde* |
27 July 2005 |
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| * South African, |
• British, |
** Dutch, |
^ Irish |
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No other changes in the composition of the board of directors occurred
between 31 March 2006 and the date of this report. In terms of the
company's Articles of Incorporation, the directors' terms of office end
immediately after the conclusion of the annual general meeting of
shareowners and they may be re-appointed at that meeting.
Accordingly, Messrs AC Ball, PAB Beecroft, JE Bodoni, BI Childs, JJ Coulter,
JA Gnodde, ME King, RJ Koch, AM Rosenzweig, CJ Tayelor, HRW Troskie,
SJP Weber and PL Wilmot retire from the board at the annual general
meeting and, being eligible, offer themselves for re-election. |
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| DIRECTORS’ INTERESTS |
| According to information available to the company, after reasonable
enquiry, the aggregate interests of the directors and their families at
the date of this report, including the holdings of ordinary shares and
share entitlements, were as follows: |
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31 March |
31 March |
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2006 |
2005 |
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| Number of shares held |
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Beneficial |
6 999 103 |
5 711 684 |
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Non-beneficial |
108 000 |
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Number of share scheme
entitlements |
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Beneficial |
4 292 377 |
2 195 307 |
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Non-beneficial |
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– |
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| A register of the directors' interest in the capital of the company is
available on request. There were no changes to the directors' interests
between 31 March 2006 and the date of this report. |
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| Page up |
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