REUTERS GROUP PLC ANNUAL REPORT AND ACCOUNTS 1999

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Report on remuneration and related matters continuedPerformance under the long-term incentiveplan is measured over a three- to five-yearperiod by comparing the total shareholderreturn (TSR) of Reuters with that of othercompanies comprising the FTSE 100 at thebeginning of the period. Awards vest onlyafter the expiration of this period. Theaverage of the daily closing prices for theprior calendar year are used as the initial andending share prices when calculating the TSR.The companies comprising the comparatorgroup are ranked according to eachcompany’s TSR for the measurement periodwith the company having the highest, or best,TSR ranked first. Reuters position on the listdetermines the extent to which plan awardswill vest. The pre-set vesting criteria forawards are shown in the table below togetherwith the actual ranking for each award as ateither the date of vesting or, if not yet vested,at 31 December 1999. Between the twovesting extremes, awards vest on a graduatedscale.PRE-SET VESTING CRITERIARANKING ATDATE OF VESTINGOR AT END OFDATE MEASUREMENT RANKINGS FOR RANKINGS FOR INITIAL THREE RANKING AT 31PERIOD COMMENCED 100% VESTING ZERO VESTING YEARS DECEMBER 19991 January 1994 1 to 40 75 to 100 7 –1 January 1995 1 to 30 70 to 100 60 –1 January 1996 1 to 25 75 to 100 79 511 January 1997 1 to 26 66 to 100 – 711 January 1998 1 to 26 66 to 100 – 521 January 1999 1 to 26 66 to 100 – 18Under the plan rules, if awards do not vest100%, each participant is permitted either tolet the lesser number of shares vest or to electto extend the measurement period for theentire award for a fourth year without achange to the pre-set vesting criteria. A similarelection may be made at the end of year four.The 1994 awards of restricted shares vested100% at the end of the initial three-yearvesting period and the awards were releasedin 1999. The 1995 awards vested 25% basedon the 31 December 1997 ranking and therights become exercisable in February 2000.The three-year measurement period for the1996 awards ended on 31 December 1998with a zero vesting.The obligations under the plan, and those ofthe performance-related share plan discussedbelow, will be met from shares held byReuters Employee Share Ownership Trusts(ESOTs). The costs are charged to profit overthe vesting period.Performance-relatedshare planReuters has another performance-related shareplan for senior executives not participating inthe long-term incentive plan. Under this plan,the performance-related share plan, awardshave been made to approximately 1,100executives. The rules for vesting have beenbrought into line with those currentlyoperating for the long-term incentive plan.Participants in the 1999 award received rightsto a total of 3.8 million shares (1998 – 1.9million; 1997 – 1.3 million).TIBCO Finance Technology Inc.share option planFollowing the creation, in late 1996, of a newsubsidiary (now an associate), TIBCOSoftware Inc., to exploit middleware productsoutside the finance industry, an option planwas established over TIBCO Software Inc.shares for TIBCO Finance Technology Inc.employees. These options will be satisfiedthrough existing TIBCO Software Inc. sharesowned by Reuters. As at 31 December 1999options had been granted to TIBCO FinanceTechnology Inc. employees equivalent toapproximately 8% of TIBCO Software Inc.on a fully diluted basis.Plan 2000In 1998 a new, all-employee, option plan wasintroduced to help retain and motivate staffworldwide at a time of unprecedentedadjustments to be made for the euro and theMillennium. Under the terms of the plan allstaff had the chance to apply for a singleaward of options to acquire 2000 shares.Grants were made in September 1998 and tonew employees in early 1999, at exerciseprices of 550p per share and 814p per sharerespectively. At 31 December 1999 options toacquire a total of 28,180,000 shares had beengranted to over 14,000 employees, includingexecutive directors. The options are generallyexercisable in September 2001, expiringgenerally in September 2005. No furtheroptions are to be awarded under this plan.Deferred share bonus planA once-off deferred bonus plan has beenadopted for senior managers (excluding theexecutive directors). Shares equivalent to avalue not exceeding 100% of salary havebeen awarded as a special 1999 deferredbonus to 97 senior managers. The 1.4 millionshares awarded will be met from shares heldby Reuters Employee Share Ownership Trusts(ESOTs) costing £10.5 million, and will bereleased to the awardees in 2002. The awardsare conditional on continued employment forthe two-year retention period.Save-as-you-earn (SAYE) and stockpurchase plansEmployees are eligible to save a fixed sumeach month and to use these funds to exerciseoptions over Reuters shares. Generally, theexercise price is fixed at 20% below themarket price at the start of the savings period.The maximum monthly saving is £250 (orequivalent) and participants can choosebetween plans having either a five-year or athree-year savings period.28 Reuters Group PLC Annual Report 1999
Vested options on Reuters Group PLC shares held by directors during 1999 were as follows:NO. OF OPTIONSNETVALUEAT AT EXERCISE 31 DEC DATE FROMDATE OF 31 DEC 31 DEC PRICE 1999 WHICH EXPIRYGRANT 1998 1999 PENCE £000 EXERCISABLE DATESir Christopher HoggSAYE Mar 1997 2,065 2,065 501.0 7 Apr 2002 Oct 20022,065 2,065 7P JobSAYE Mar 1997 2,065 2,065 501.0 7 Apr 2002 Oct 2002Mar 1998 1,443 1,443 478.0 5 Apr 2003 Oct 2003Plan 2000 Sep 1998 2,000 2,000 550.0 6 Sep 2001 Sep 20055,508 5,508 18J-C MarchandSAYE Sep 1996 1,721 1,721 601.2 4 Oct 2001 Apr 2002Mar 1997 1,377 1,377 501.0 5 Apr 2002 Oct 2002Plan 2000 Sep 1998 2,000 2,000 550.0 6 Sep 2001 Sep 20025,098 5,098 15J M C ParcellExecutive Aug 1992 40,000 40,000 253.5 238 Aug 1995 Aug 2000SAYE Mar 1997 2,065 2,065 501.0 7 Apr 2002 Oct 2002Plan 2000 Sep 1998 2,000 2,000 550.0 6 Sep 2001 Sep 200544,065 44,065 251R O RowleySAYE Mar 1997 2,065 2,065 501.0 7 Apr 2002 Oct 2002Mar 1998 1,443 1,443 478.0 5 Apr 2003 Oct 2003Plan 2000 Sep 1998 2,000 2,000 550.0 6 Sep 2001 Sep 20055,508 5,508 18D G UrePlan 2000 Sep 1998 2,000 2,000 550.0 6 Sep 2001 Sep 20052,000 2,000 6A-F H VilleneuveSAYE Mar 1997 2,065 2,065 501.0 7 Apr 2002 Oct 2002Mar 1998 1,443 1,443 478.0 5 Apr 2003 Oct 2003Plan 2000 Sep 1998 2,000 2,000 550.0 6 Sep 2001 Sep 20055,508 5,508 18No options were granted to, or exercised by, directors during 1999. A gain of £251,850 was made by a director on exercise of options in 1998.The closing mid-market price of Reuters ordinary shares on 31 December 1999 was 849.5p. During 1999 the price for Reuters ordinary sharesranged between 486p and 1011p.Options outstanding under all option plans at 31 December 1999 related to 41,415,560 shares. The number of shares issued under share optionsgranted over the 10 years to 31 December 1999, combined with the total options outstanding at 31 December 1999 relating to the same grants,was approximately 6.2% of issued share capital at that date. This compares with a maximum authorised level of 10%. Also at 31 December 1999the ESOTs held 21,041,323 shares of Reuters Group PLC, approximately 1.5% of issued share capital. The authorised limit is 5%.Reuters Group PLC Annual Report 1999 29
Page 1 and 2: REUTERS GROUP PLC ANNUAL REPORT AND
Page 3 and 4: 2 Financial highlights3 Five year s
Page 6 and 7: From the Chairman.Theus now is Inte
Page 8 and 9: Reuters, wherChief Executive Peter
Page 10 and 11: Peter Job talks about theprojection
Page 12 and 13: TO FIND OUT MORE VISITwww.reuters.c
Page 18 and 19: Board of Directors1 2 34 567 8Non-e
Page 20: Financial Review and Statements Con
Page 23 and 24: the world. In 1999, television, tex
Page 25 and 26: appointments of non-executive direc
Page 27 and 28: EXECUTIVE DIRECTORS’ SERVICECONTR
Page 29: The table below shows the number of
Page 33 and 34: Statement of directors’ responsib
Page 35 and 36: Operating and financial reviewThe f
Page 37 and 38: growth of 6% at comparable rates. I
Page 39 and 40: OtherYear to 31 December£m 1999 19
Page 41 and 42: ownership trust compared with £7 m
Page 43 and 44: market value of the Greenhouse Fund
Page 45 and 46: through internet-based infrastructu
Page 47 and 48: Notes on the consolidated profit an
Page 49 and 50: 2. Operating costs1999 % 1998 % 199
Page 51 and 52: 4. Taxation on profit on ordinary a
Page 53 and 54: Consolidated cash flow statement fo
Page 55 and 56: 11. Analysis of net fundsBANK/OTHER
Page 57 and 58: 12. Derivatives and other financial
Page 59 and 60: Reconciliation of movements in shar
Page 61 and 62: 15. Tangible assetsOFFICECOMPUTER E
Page 63 and 64: 17. Stocks1999 1998 1997£M £M £M
Page 65 and 66: 23. Pensions and similar obligation
Page 67 and 68: 26. Capital and reservesPROFIT ANDC
Page 69 and 70: 29. Employee share option plansReut
Page 71 and 72: 32. Acquisitions and disposalsDurin
Page 73 and 74: Balance sheet of Reuters Group PLC
Page 75 and 76: Accounting policiesAccounting basis
Page 77 and 78: Summary of differences between UK a
Page 79 and 80: 38. Adjustments to shareholders’
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Other information for shareholdersI
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Financial diary for 2000Tuesday 8 F
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1999 1998H1 H2 FY H1 H2 FYCosts £M
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1999 1998Net assets £M £MReuters
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1996 1995 1994 1993 1992 1991 1990
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Where to find usCorporate headquart
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www.reuters.com/ REUTERS GROUP PLC
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REUTERS GROUP PLC ANNUAL REPORT AND ACCOUNTS 1999

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