Enterprise Inns plc Annual Report and Accounts 2012

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Directors’ Remuneration Report Annual Report 2012 Our Governance (i) (ii) (iii) (iv) (v) (vi) These shares have vested and have been used to count towards the participant’s co-investment in investment shares for the purposes of calculating the matching share award for the financial year 2008/09 details of which are set out under the section on the LTIP below. These shares have vested and have been used to count towards the participant’s co-investment in investment shares for the purposes of calculating the matching share award for the financial year 2009/10, details of which are set out under the section on the LTIP below. These shares represent the deferral of the entire annual bonus for the year 2008/09. These shares have vested and have been used to count towards the participant’s co-investment in investment shares for the purposes of calculating the matching share award for the financial year 2010/11, details of which are set out under the section on the LTIP below. These shares represent the deferral of the entire annual bonus for the year 2009/10. These shares have vested and have been used to count towards the participant’s co-investment in investment shares for the purposes of calculating the matching share award for the financial year 2011/12, details of which are set out under the section on the LTIP below. These shares represent the deferral of the entire annual bonus for the year 2010/11. Market value is calculated using the mid-market price of the shares at 30 September 2012, being 63.0 pence. As a result of proposed changes to UK income tax and national insurance contributions, the Committee agreed to allow the executive directors to accelerate the vesting of awards that had been fully earned under the Bonus Plan. On 12 February 2010, the vesting of these awards was accelerated and the options exercised. The exercise was conditional on each director agreeing to hold all of the shares acquired on the exercise of the option as “forfeitable” shares under the rules of the Bonus Plan. Therefore, each director agreed not to sell, transfer, charge or otherwise dispose of any interest in these shares before the expiry of the applicable holding period, being the date the awards would have originally vested. All shares acquired as a result will be forfeited if the director ceases to be an officer or employee of the Group before the expiry of the holding period unless the director ceases to be an officer or employee for one of the “good leaver” reasons specified under the Bonus Plan. The shares exercised are included in the table of directors’ interests on pages 51 and 52 below. (vii) This is the applicable holding period for awards exercised on 12 February 2010. (viii) The forfeiture period applying to the shares acquired on 12 February 2010 under the award granted to Simon Townsend on 28 November 2008, expired on 28 November 2011, at which point all of these shares ceased to be subject to the risk of forfeiture and the restrictions regarding their transfer and disposal. (ix) (x) This reflects the actual number of shares granted on 12 December 2011. As explained in the 2011 Remuneration Report, this figure was previously based on an estimated market value of shares. The share price at which the number of deferred shares granted under the Bonus Plan is calculated will not be confirmed until after the date of approval of the accounts. The number of deferred shares awarded for the 2012 financial year is therefore estimated by using the mid-market price of the shares on 30 September 2012, being 63.0 pence. The grant and exercise dates will therefore be revised to reflect the actual date of grant. £1 in aggregate is payable on the exercise of each year’s award under the Bonus Plan. 48
Directors’ Remuneration Report Long-Term Incentive Plan Details of conditional awards of shares made under the LTIP during the year under review are set out in the table below. (i) Name/Plan year Ted Tuppen Date of grant 2008 12/12/2008 (i) 2009 08/01/2010 (ii) 2010 20/01/2011 (iii) 2011 03/01/2012 (iv) As at 1 Oct 2011 Awarded performance shares Awarded matching shares Vested Lapsed As at 30 Sept 2012 Market value at 30 Sept 2012 £000 (v) Exercisable From To 2,100,081 – – – 2,100,081 – – – – 838,425 – – – – 838,425 528 08/01/2013 08/01/2016 920,421 – – – – 920,421 580 20/01/2014 20/01/2017 – 743,321 371,661 – – 1,114,982 702 03/01/2015 03/01/2018 Total 3,858,927 743,321 371,661 – 2,100,081 2,873,828 1,810 Simon Townsend 2008 12/12/2008 (i) 2009 08/01/2010 (ii) 2010 20/01/2011 (iii) 2011 03/01/2012 (iv) 1,260,048 – – – 1,260,048 – – – – 503,055 – – – – 503,055 317 08/01/2013 08/01/2016 552,252 – – – – 552,252 348 20/01/2014 20/01/2017 – 445,993 222,996 – – 668,989 421 03/01/2015 03/01/2018 Total 2,315,355 445,993 222,996 – 1,260,048 1,724,296 1,086 Neil Smith 2010 20/01/2011 (iii) (vi) 2011 03/01/2012 (iv) 503,355 – – – – 503,355 317 20/01/2014 20/01/2017 – 406,504 203,252 – – 609,756 384 03/01/2015 03/01/2018 Total 503,355 406,504 203,252 – – 1,113,111 701 Plan year 2008 – this award is calculated at a maximum of 150% of salary at the start of the performance period as defined under the LTIP. Market value is calculated as the average share price over the five dealing days following announcement of the results for the financial year 2007/08 (60.9 pence). The EPS and TSR performance conditions were as follows: Annual three year compound annual adjusted basic EPS growth Percentage of relevant portion of performance share award that vests Level of matching share award (matching award shares : investment shares) Less than 7% 0% 0:1 7% 20% 0.4:1 15% 100% 2:1 Company’s TSR ranking v the FTSE250 over the three year performance period Percentage of performance share award that vests Level of matching share award (matching award shares : investment shares) Our Governance Annual Report 2012 Below median 0% 0:1 Median 20% 0.4:1 Upper quintile 100% 2:1 Both conditions have been tested by NBS and agreed by the Committee and resulted in the award lapsing in full. 49
Page 1 and 2: Securing the pathway to growth Ente
Page 3 and 4: Chairman’s Statement Introduction
Page 5 and 6: Community Hero Awards Pictures - cl
Page 7 and 8: Chief Executive’s Review (incorpo
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Page 11 and 12: Chief Executive’s Review (Incorpo
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Page 15 and 16: Directors’ Report MATERIAL SHAREH
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Page 21 and 22: Risks and Uncertainties This sectio
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Page 55 and 56: Group Income Statement for the year
Page 57 and 58: Balance Sheets at 30 September 2012
Page 59 and 60: Statement of Changes in Equity at 3
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Notes to the Accounts at 30 Septemb
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Notes to the Accounts at 30 Septemb
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Independent Auditor’s Report to t
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Five Year Record Year ended 30 Sept
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Shareholder Information Annual Gene
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Notice of Annual General Meeting Th
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Notice of Annual General Meeting No
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Explanatory Notes to the Notice of
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Community Hero Award Winners Hare I
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Enterprise Inns plc Annual Report and Accounts 2012

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