7) OTHER SHAREHOLDING INFORMATION.


The following pages detail other share movements and share information for 2011.

Share options

Executive directors’ options outstanding under the Company Share Option Plan (CSOP), Executive Share Option Scheme (ESOS) and/or the Savings-Related Share Option Scheme (SAYE) comprise:

Movements in year

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Name

 

Share options
1 Jan 2011

Options
(lapsed)/
granted

Share options
31 Dec 2011

Exercise
price
(p)

Earliest
exercise
date

Latest
exercise
date

The SAYE scheme is approved by HMRC and, in accordance with the relevant legislation, has no performance conditions.

The CSOP options are linked to SBP and do not represent additional value to the participant.

No share options lapsed or were exercised in 2011. The Company’s register of directors’ interests, which is open to inspection, contains full details of directors’ shareholdings and share options.

The information in this table has been audited by the independent auditors, PricewaterhouseCoopers LLP.

Tim Breedon

SAYE

0.00

 

 

 

CSOP

35,149

35,149

85.35

24/05/2013

23/06/2013

 

ESOS

0.00

 

 

Nigel Wilson

CSOP

35,149

35,149

85.35

24/05/2013

23/06/2013

Mark Gregory

SAYE

27,767

27,767

56.00

01/10/2014

31/03/2015

 

CSOP

35,149

35,149

85.35

24/05/2013

23/06/2013

 

ESOS

0.00

 

 

John Pollock

SAYE

17,038

17,038

98.60

01/05/2013

31/10/2013

 

CSOP

35,149

35,149

85.35

24/05/2013

23/06/2013

 

ESOS

0.00

 

 

Share bonus plan – outstanding awards

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Awards outstanding at
1 January 2011

Awards granted in 2011

Awards vesting in 2011

Awards outstanding at
31 December 2011

Tim Breedon

517,557

283,827

179,245

622,139

Nigel Wilson

829,456

188,052

253,649

763,859

John Pollock

194,870

117,585

66,037

246,418

Mark Gregory

192,542

117,585

31,446

278,681

The above table contains outstanding SBP awards which includes the Company’s bonus deferral arrangements and Nigel Wilson’s outstanding recruitment award. Participants receive dividends on outstanding awards.

Nigel Wilson’s recruitment award

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Date of award

Number of shares

Date of vesting

1

The awards are generally contingent on Nigel Wilson retaining the 760,948 shares he bought on 16 October 2009.

2

The awards were made when the share price was 88p.

3

Full details of the rationale for these awards are set out in the Performance share plan section of the 2009 Report.

4

The shares that vested on 16 October 2011 vested at a price of 1.0265p. On vesting, Nigel Wilson retained the shares.

16 October 2009

253,649

16 October 2011

16 October 2009

253,649

16 October 2012

16 October 2009

253,650

16 October 2013

Performance share plan

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Name

Awards granted

Maximum
award receivable for stretch performance

Awards vesting

Awards
lapsing

Maximum outstanding
awards as at
31 December 2011

The table shows the maximum number of shares that could be released if awards were to vest in full. Participants do not receive dividends on unvested awards.

The share price on the date of grant for the 2011 awards was 116.6p. These awards vest on the third anniversary of the award date, subject to the satisfaction of performance conditions.

The awards granted in 2009, 2010 and 2011 were restructured as nil cost options during 2011 to permit exercise of the options at any point between the vesting date and the fifth anniversary of grant. There has been no amendment to the original performance conditions or performance period as a result of this change.

The information in this table has been audited by the independent auditors, PricewaterhouseCoopers LLP.

Tim Breedon

29-Apr-2008

1,210,688

200,974

1,009,714

 

06-May-2009

1,984,536

1,984,536

 

04-May-2010

1,839,484

1,839,484

 

27-Apr-2011

1,385,934

1,385,934

Nigel Wilson

16-Oct-2009

1,194,539

1,194,539

 

04-May-2010

1,256,004

1,256,004

 

27-Apr-2011

943,396

943,396

Mark Gregory

29-Apr-2008

274,212

45,519

228,693

 

06-May-2009

798,969

798,969

 

04-May-2010

843,585

843,585

 

27-Apr-2011

686,106

686,106

John Pollock

29-Apr-2008

581,760

96,572

485,188

 

06-May-2009

953,608

953,608

 

04-May-2010

937,316

937,316

 

27-Apr-2011

706,003

706,003

Details of how awards vested and latest position for outstanding awards

Performance share plan (PSP)

The 2008 PSP vested in April 2011 at 16.6% of the total award (200%). The [TSR] conditions were not met for the half of the award that was based on the FTSE 100 and vested only to the extent of 16.6% in relation to the bespoke benchmark.

For information, the 2009 award of PSP is forecast to vest in full in May 2012. However, in line with the ABI guidelines, the 2009 award was reduced from the maximum award of 200% to 150% to reflect the economic environment and the fall in share price at the time. In line with policy, the Committee has also carefully reviewed the Company’s underlying performance over the performance period to March 2012. This has included considerations of partnerships entered into and maintained, cost management, capital management and risk. The Committee feels the Company performance has been strong over the period and currently sees no reason not to allow the PSP to vest in accordance with the TSR out-turn. However, the Committee will review the final vesting again once the performance period has ended.

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Final Results

Grant date

Performance period

TSR ranking versus FTSE 100

FTSE 100

Bespoke

Percentage of total award vesting

29 April 2008

29/04/2008-28/04/2011

55.68

0%

16.6%

16.6%

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Forecasted Results

Grant date

 

FTSE 100

Bespoke

Percentage of total award vesting

1

In relation to Nigel Wilson’s recruitment award; it follows the same performance period as the award granted on 6 May 2009.

6 May 2009-Performance to 31 December 2011

50%

50%

100%

16 October 2009-performance to 31 December 20111

50%

50%

100%

4 May 2010-performance to 31 December 2011

45.20%

50%

95.20%

27 April 2011-performance to 31 December 2011

0%

45.30%

45.30%

Five-year total shareholder return

The chart shows the value, as at 31 December 2011, of a £100 investment in Legal & General shares on 31 December 2006, compared with £100 invested in the FTSE 100 on the same date. The other points plotted are the values at intervening financial year-ends. The FTSE 100 Index was chosen as the Company is a member of this Index.

Total shareholder return (at 31 December 2011) (line chart)

Read a textual description of the chart

Other share purchases

The changes in the directors’ share interests between 31 December 2011 and 13 March 2012, being the date of approval of this report. The executive directors’ share purchases were made pursuant to their participation in the Employee Share Plan:

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2012
Name

3 January

1 February

1 March

Tim Breedon

139

124

118

Nigel Wilson

139

124

118

Mark Gregory

139

124

118

John Pollock

139

124

118

The following non-executive directors acquired shares pursuant to the regular monthly purchase of shares as part of their remuneration:

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2012
Name

3 January

1 February

1 March

John Stewart

6,485

5,785

5,538

Henry Staunton

4,495

Rudy Markham

1,925

1,717

1,644

Nick Prettejohn

2,410

2,150

2,058

Mike Fairey

1,718

1,532

1,467

Dame Clara Furse

1,487

1,326

1,269

Stuart Popham

1,718

1,532

1,467

Julia Wilson

2,579

1,326

1,269

All employee share schemes

There are share schemes for all UK employees. Executive directors are entitled to participate on the same terms as all UK employees in the Savings-Related Share Option Scheme and the Employee Share Plan, both of which are approved by HMRC. Each year the Committee considers a grant of Group Performance Shares (Freeshares) after the annual results are known to tie any award more closely to company performance. For performance in relation to 2011, the Committee has agreed a grant of 410 shares to each employee (for 2010 performance this was 475 shares).

Dilution limits

The Company’s all-employee plans and the now-closed ESOS operate within the ABI’s dilution limit of 5% in ten years for executive schemes and all its plans will operate within the 10% in ten years limit for all schemes.

As at 31 December 2011, the Company had 4.69% share capital available under the 5% in ten years limit, and 8.49% share capital under the 10% in ten years limit.

As 31 December 2011, 37,352,912 shares were held by the Employee Benefit Trust to hedge outstanding awards of 66,089,897 shares for the PSP and SBP. This means that the Trust holds 56.5% of outstanding awards.

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