StatPro Group PLC – Director Shareholding

For immediate release
14 August 2003

STATPRO GROUP PLC

(“StatPro” or the “Group”)

Director’s dealings

Grant of options

The remuneration committee of the Company has decided to grant new executive share options to Carl Bacon (Executive Chairman) and Andrew Fabian (Finance Director).

The current interest in executive share options of these directors is as follows:

No of shares                  Exercise
                                          under option                  price(s)

Carl Bacon                                   312,500*                       80p

Andrew Fabian                                337,931*              60p** - 87p

* in addition each holds options over 24,816 shares through the Company’s save-as-you-earn share option scheme (“SAYE Scheme”).

** not exercisable unless the share price exceeds 90p

These share options and awards were made at a time when conditions in the sector were significantly different. These options are no longer serving the incentive function for which they were intended despite the Company having evolved substantially from the Company that floated in May 2000. The remuneration committee has carefully considered the balance of shareholders interests and has maintained the limit of 5,000,000 options approved by shareholders at the 2001 Annual General Meeting. The remuneration committee has also established an exercise price of 60p and the Company has not granted any options post-flotation below this price, despite the market price having been substantially below this level.

The exercise price of 60p represents a premium of 53 per cent to the middle market closing share price of 39.25p on 13 August 2003, the date immediately prior to this announcement.

The remuneration committee has agreed that these existing executive options over shares held by these directors be cancelled and new options be granted under the Proposed Scheme as follows:

No of shares              Exercise price
                                       under option

Carl Bacon                                425,000                           60p

Andrew Fabian                             650,000                           60p

The options become exercisable in three tranches, 25 per cent after 12 months from grant, a further 25 per cent after 24 months from grant and the balance after 36 months from grant. All options would have to be exercised by the seventh anniversary of the date of grant. In respect of both the first and second tranches, the middle market closing price of StatPro shares would need to have equalled the exercise price for at least 20 consecutive business days in the 12 months prior to their exercise date, otherwise the options become exercisable after 36 months.

Contact

Charles Fairbairn

Telephone: 020 8410 9876

Chairman of remuneration committee

– Ends –

Share this article