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Remuneration Report

This report has been prepared in accordance with the Directors’ Remuneration Report Regulations 2002 and meets the relevant requirements of the Listing Rules of the Financial Services Authority. As required by the Regulations, a resolution to approve the report will be proposed at the AGM of the Company.

THE REMUNERATION COMMITTEE

The Remuneration Committee, which was established in 1992, is responsible inter alia for overall Group remuneration policy and for setting the remuneration, benefits and terms and conditions of employment of the Company’s executive Directors and other senior managers. The Committee’s terms of reference are available on the Company’s website.

The members of the Committee are the Viscount Rothermere, its chairman, Mr Gray and Mr Park. The Combined Code (‘the Code’) recommends that a remuneration committee should be composed entirely of independent non-executive Directors. The Board considers it wholly appropriate that the Viscount Rothermere, as Chairman of the Board and as the Company’s largest shareholder, is a member of the Committee. He does not participate in discussions regarding his own remuneration. While Mr Gray and Mr Park are not considered by the Board to be independent under the Code, the Board does consider them to act independently as regards remuneration issues. The Board has appointed Mr Berry to the Committee with effect from 11th February, 2009, the date of Mr Park’s retirement.

The Committee met eight times during the year, four of which were regular meetings. all meetings were attended by all serving members, except for four meetings where the Viscount Rothermere was not present as the subject matter included items affecting his own remuneration. Individual attendance by members is set out below:

	Number of meetings held	Number of meetings attended
The Viscount Rothermere	8	4
S M Gray	8	8
I G Park	8	8

The Finance Director, Mr Williams, is secretary to the Committee.

The Committee seeks the recommendations of the Chief Executive, who usually attends meetings of the Committee by invitation other than when his own remuneration is being discussed, as regards the remuneration of the other executive Directors and of the divisional managing directors. It also seeks input from the Finance Director regarding financial performance and other issues and from the Company Secretary.

The Committee makes reference, where appropriate, to pay and employment conditions elsewhere in the Group, especially when determining annual salary increases, and to external evidence of remuneration levels in other companies, particularly in the media field. It also makes reference to advice sought from external advisors. During the year such advice was received from Freshfields Bruckhaus Deringer ('Freshfields'), MM&K and PricewaterhouseCoopers ('PwC'). Freshfields, which also provided other legal services, advised on contracts. MM&K provided market data and gave advice on best practice. PwC participated in a review of the long-term incentives used by the Company. Freshfields, MM&K and PwC were appointed by the Committee.

In September, the Committee conducted a formal review of its effectiveness and concluded that it had fulfilled its remit and been effective in the year.

REMUNERATION POLICY

The Committee seeks to structure remuneration packages on an individual basis appropriate to the level of responsibility, but generally designed to retain and motivate the individual.

The Chairman is also the largest shareholder in the Company. He has been and will continue to be a long-term shareholder. His shareholding provides an alignment with long-term shareholders that is not always the case in other companies. In setting his remuneration the Committee has adopted a similar policy as for other executive Directors. In the case of Mr Fallon, the Committee considers that his remuneration as executive chairman of Euromoney Institutional Investor plc ('Euromoney'),a separately listed company, should be set by the remuneration committee of that company. The report on this is set out in Euromoney's Annual Report.

The Committee also reviews the Chief Executive's recommendations for the remuneration packages of the managing directors of the Company's operating divisions, other than Euromoney, and oversees the bonus arrangements established in each division, including long-term incentive arrangements. These are designed individually to reflect the targets and objectives of each division.

The Committee considers that a successful remuneration policy needs to be sufficiently flexible to take account of commercial demands, changing market practice and shareholder expectations. Ordinary shareholders will be provided with the opportunity to endorse the Company's remuneration policy on a regular basis through the annual vote on the Remuneration Report.

In setting the remuneration of executive Directors, the Committee is cognisant of the remuneration increases being given around the Group. For 1st October, 2008, where strict overall limits are being set on increases within the newspaper divisions, the Committee has decided to increase all executive salaries by 3%.

Following the review in 2007 of long-term incentives the Committee changed the policy to simplify the long-term incentive arrangements and further encourage the building of significant ownership stakes by all executive Directors. These changes were approved by Ordinary shareholders in February. In 2008, the Committee has further reviewed the incentive schemes. In view of the exceptional trading conditions faced by the Group and the lack of visibility into future trading, the Committee's policy for 2008/09 is to make no LTIP award and focus all incentive pay on the annual bonus.

REMUNERATION COMPONENTS

A significant proportion of each executive Director's remuneration is performance-related.

The main components of the remuneration package for executive Directors are:

(i)

basic salary, reviewed annually;

(ii)

where appropriate, annual performance related bonus. The Viscount Rothermere, Mr Sinclair (up until 30th September 2008), Mr Morgan (with effect from 1st October 2008) and Mr Williams are members of the DMGT Executive Bonus Scheme ('the Scheme'). The Scheme was introduced in 1993 and revised in 2006. The bonus maximum is 100% of salary. The bonus is paid, net of the amount required to meet the related PAYE and employee national insurance liability, in a combination of cash and 'A' Ordinary Non-Voting shares of DMGT, which must be retained for three years. Participants are asked to specify the proportion of the after-tax bonus which is to be applied in the form of shares which must be at least 50%.

For 2008/09, the maximum annual bonus for The Viscount Rothermere, Mr Morgan and Mr Williams has been set at 200% of salary and any bonus up to 100% of salary will be paid under the terms of the Scheme and any bonus in excess of 100% of salary will be paid in cash. The performance measures and targets reflect the key goals of the Company and have been tailored to the requirements of the business.

For 2007/08, for the Chairman, 100% of his bonus was based on growth in earnings per share (EPS) of the Group; for messrs Sinclair and Williams, part was based on EPS and part on individual performance targets.

Mr Beatty has a bonus based on the performance of his division and his own personal performance goals. The maximum bonus he can earn is normally 60% of salary, but will be 160% of salary for 2008/09. a bonus of £50,000 was awarded to Mr Dutton for 2007/08 to reflect his contribution to the transitions at DMG Information and he will be eligible for a maximum bonus of 100% of salary in 2008/09.

(iii)

where appropriate, a long-term incentive plan. The Daily Mail and General Trust Long Term Incentive Plan (LTIP), established in 2001 and revised in 2006 and 2008, is designed to align the interests of participants and shareholders. Further, the LTIP will only provide rewards for participants if the Company achieves exceptional returns for shareholders; this is achieved by calibrating participants' rewards to stretching performance targets.

The normal maximum Core Award to an executive is 62.5% of salary annually, and the maximum Matching Award is two times the number of Shares that vest under the Core Award. Thus, if the participant continues to be employed by the Company six years after the Award was granted, the employee could receive a maximum of Shares, valued at the Award date, of 187.5% of salary. He would have to wait six years to be able to receive this maximum.

In exceptional circumstances, an initial grant of up to 100% of salary may be made, which could result in a maximum award after six years of 300% of salary.

These Award levels have been set to take account of the current remuneration strategy. The Committee's intention is to continue to monitor market practice and will consider the appropriate targets in relation to each year's Awards. It will therefore ensure that Award levels are competitive and motivational to the executives concerned and acceptable to shareholders.

For 2008/09, no awards will be made.

Following the 2008 AGM, Incentive Awards and Transition Awards were made in March 2008.

In 2006/07 and previous years, Executives were invited to commit shares in the Company at a market price and receive a matching award under the LTIP which had been established in 2001. If a participant holds the committed shares for five years, he will be eligible to receive matching shares on a sliding scale dependent on the total shareholder return of the Company compared with a peer group. This peer group was chosen to reflect a range of listed companies in the businesses and locations principally occupied by DMGT.

Details of awards made to executive Directors, their performance conditions and the comparators are given on the tables below; and

(iv)

share options, designed to provide a long-term incentive which aligns their interests to those of shareholders. It is not intended in the future to grant options, in the same year, to executive Directors who receive awards in the LTIP, except in exceptional circumstances. Under the 2006 Executive Share Option Scheme each award of options has a maximum life of ten years. The maximum award limit is 100% of salary in any year in normal circumstances and 200% of salary in exceptional circumstances. Awards to Directors and other senior managers will not normally vest until three years after the award and the performance conditions have been met. Prior to 2006, options were granted under the 1997 Scheme. Details of the performance conditions attached to those options are given in note (v) . no further options will be granted under the 1997 Scheme and following adoption of the revised LTIP it is not intended to make further options awards under the 2006 scheme except in exceptional circumstances such as recruitment or the need to retain a key executive.

SHARE OWNERSHIP GUIDELINES

The Company encourages Directors to own shares in the Company.

Executive Directors have a target shareholding of 1.5 times their salary, to be built up over a suitable period. The design of the LTIP encourages executive Directors to achieve this goal which aligns their interests with those of shareholders. The shares held and valued at 28th September, 2008 as a multiple of salary were:

	Value of shares held at 28th September, 2008, £ million	Salary multiple at 28th September, 2008
The Viscount Rothermere	313	469
P M Fallon*	1.8	9.1
C J F Sinclair	1.5	1.4
J P Williams	0.8	1.3
D M M Dutton	0.4	1.2
P M Dacre	0.4	0.4
K J Beatty	0.1	0.1

* in the case of Mr Fallon, shares in Euromoney are included of which he is an executive Director.

PENSIONS

The Group operates a two-tier defined benefit pension scheme for senior employees (including most of the Company's executive Directors), details of which are given below. It is the Company's policy that annual bonuses, payments under the Executive Bonus Scheme and benefits in kind are not pensionable.

Prior to 6th April 2006, the Committee reviewed in detail the impact of the pensions tax regime operating from that date. It developed a new policy, designed to be neutral in terms of cost compared to existing expenditure on pensions. This new policy incorporated the removal of the pensionable earnings cap for pension accruing after 6th April 2006.

Individual executive Directors were affected very differently by these changes and for some it was not tax-efficient to accrue further pension for service from 6th April 2006. However, it is for individual Directors to decide when to opt out of the scheme, in which case a cash allowance is paid. On this basis, three executive Directors, Mr Sinclair, Mr Williams and Mr Dacre, decided to opt out of the Group's pension scheme with effect from 6th April 2006. Cash allowances paid in lieu of pensions are shown below. under the prescribed transitional arrangements, their accrued pension at that date will remain linked to future increases in pensionable earnings and they will continue to be eligible for death in service benefits.

Prior to 6th April, 2006, two of the Company's executive Directors were subject to HM Revenue & Customs’ pensionable earnings' cap and a funded unapproved retirement benefits scheme was put in place for them on the same terms as for other capped senior executives. The assets of this scheme are held independently from the Group's finances and are administered by Trustees. No additional investment in these individual trusts has been made since that date and following approval from HM Revenue & Customs and the Trustees, both Directors chose to disinvest their funds during the year.

NON-EXECUTIVE DIRECTORSHIPS

The Company allows its executive Directors to take a very limited number of outside directorships. Individuals retain the payments received from such services since these appointments are not expected to impinge on their principal employment. This does not apply where a Group executive serves as a non-executive Director of a company because the Group has a significant interest, as was the case of Mr Williams' directorship of GCap Media plc. In this case, all fees were paid to the Company. Details of fees retained by Directors from outside non-executive directorships are given in note vi.

SERVICE CONTRACTS

Contracts of service are negotiated on an individual basis as part of the overall remuneration package and their length is inevitably conditioned by external competitive pressures. For this reason, the contracts of two of the executive Directors exceed the one year recommended in the Code. The Committee believes that the length of contract should be appropriate to the individual. Thus where DMGT employs individuals with unique talents within the areas of business within which it operates, the Committee believes that they should have longer contracts.

The Chairman and Messrs Williams, Dutton, Fallon and Beatty have contracts of up to one year in duration, as did Mr Sinclair, prior to his retirement on 30th September, 2008. Mr Dacre has a rolling two-year contract which the Committee considers wholly appropriate for his particular responsibilities and for the industry in which he works. The Committee differentiates between what might be termed "corporate executives" and "media executives" whom it wishes to tie in to the Group and to prevent from working for competitors. Mr Dacre is a media executive.

Details of these service contracts and that of Mr Morgan who was appointed to the Board as Chief Executive on 1st October are set out below:

	Date of Contract	Notice Period	Company with whom contracted
The Viscount Rothermere	17th Oct, 94	1 month	DMGT
M W H Morgan	1st Oct, 08	2 years*	DMGT
J P Williams	30th Nov, 04	1 year	DMGT
D M M Dutton	27th Nov, 02	1 year	DMGT
P M Dacre	13th July, 98	2 years	DMGT
P M Fallon	2nd June, 86	1 year	Euromoney
K J Beatty	19th May, 02	1 year	Associated

* Mr Morgan's notice period will reduce to one year and nine months as of 1st October, 2009, one year and six months as of 1st October, 2010, one year and three months as of 1st October, 2011 and to one year on 1st October, 2012.

In the event of earlier termination of their contracts, each Director is entitled to compensation equal to their basic salary, benefits, pension entitlement and, as appropriate, bonus or profit share for their notice period.

The contracts of Mr Morgan and Mr Williams are subject to mitigation and, in the event of the Director obtaining alternative employment during the notice period, do not provide for further payment after such event. This mitigation does not apply to their pension benefit. Share options would be treated as for any member of the scheme, depending on the reason for termination of the contract.

Mr Fallon has a second service contract with Euromoney Publications (Jersey) Limited ('EPJ'), a subsidiary of Euromoney dated 4th May, 1993. This contract has the same terms as his first contract, except that termination does not include a car allowance as Mr Fallon does not receive this benefit from EPJ.

Non-executive Directors are appointed for specified terms and are subject to re-election by the Ordinary shareholders at the AGM following appointment, and thereafter at least every three years. Each appointment can be terminated before the end of the three-year period, with no notice or fees due. The dates of the appointment or subsequent re–appointment of the non-executive Directors are set out below.

	Date of appointment/re-appointment
F P Balsemâo	8th Feb, 2006
I G Park	8th Feb, 2006
T S Gillespie	7th Feb, 2007
D J Verey	7th Feb, 2007
N W Berry	7th Feb, 2007
C W Dunstone	6th Feb, 2008
J G Hemingway	6th Feb, 2008
S M Gray	6th Feb, 2008

Directors retiring by rotation and standing for re-election at the forthcoming AGM are shown in the Directors' Report.

NON-EXECUTIVE DIRECTORS' REMUNERATION

The remuneration of non-executive Directors is determined by the Board. Fees payable are reviewed annually, including a comparison with the level of fees paid by other companies of similar size and complexity; these fees are shown in the table below. a recommendation to the Board on this subject is then made. The basic fee as a Director was last raised to £30,000 per annum on 1st October, 2006.

The emoluments of the Directors are shown below:

	2008 Fees and salary [Note i] £000	2008 Cash Allowances [Note ii] £000	2008 Benefits in kind [Note iii] £000	2008 Bonus/Profit share [Note iv] £000	2008 Total £000	2007 Total £000
The Viscount Rothermere	668	34	3	-	705	825
C J F Sinclair	1,095	216	1	560	1,872	1,911
J P Williams	622	229	1	201	1,053	1,044
D M M Dutton	300	-	1	50	351	271
P M Dacre	1,100	467	54	-	1,621	1,494
P M Fallon	221	14	1	4,040	4,276	4,001
K J Beatty	610	2	20	247	879	864
J G Hemingway	79	-	-	-	79	79
S M Gray	106	-	-	-	106	101
I G Park	38	-	1	-	39	46
C W Dunstone	39	-	-	-	39	40
F P Balsemão	34	-	-	-	34	34
T S Gillespie	30	-	-	-	30	36
D J Verey	50	-	-	-	50	50
N W Berry	40	-	-	-	40	26
F P Lowy	-	-	-	-	-	10
	5,032	962	82	5,098	11,174	10,832
2007 Total	4,724	1,071	65	4,972	10,832

In addition, fees are paid for membership of Board committees. Committee fees range from £4,000 per annum to £12,500 per annum, except that the Audit Committee chairman receives a fee which was last raised to £25,000 on 1st October, 2007.

No increases are being made for the 2008/09 financial year.

AUDITED INFORMATION

 

DIRECTORS' REMUNERATION

The total amounts of the remuneration and other benefits of the Directors of the Company for the years ended 28th September, 2008 and 30th September, 2007 are shown below for Directors:

	2008 £000	2007 £000
Aggregate emoluments	11,095	10,753
Gains on exercise of share options	182	166
Sums paid to third parties for Directors' services	79	79
	11,356	10,998

NOTES TO DIRECTORS' REMUNERATION

(i)

The figures for fees and salary include fees for Directors of subsidiaries including for the Viscount Rothermere, Mr Sinclair and Mr Williams as directors of Euromoney. For non-executive Directors they also include Committee fees, where applicable.

(ii)

Cash allowances include an allowance paid to each of Messrs Sinclair, Williams and Dacre, in lieu of continued membership of the DMGT Senior Executives Pension Fund. The Viscount Rothermere, Mr Sinclair and Mr Williams also receive a cash allowance instead of having a company car and Mr Dacre instead of the Company providing Central London accommodation.

(iii)

Benefits in kind include the taxable value of company cars, fuel allowances and company contributions to medical insurance plans.

(iv)

Group adjusted earnings per share for the year ended 28th September, 2008 (before amortisation and impairment of intangible assets, and exceptional items) have shown a decrease in the year of 3% which, under the Scheme, results in no bonus being earned by Lord Rothermere.

Mr Sinclair was awarded a bonus of 52% of salary, and Mr Williams 34% of salary.

A bonus of £50,000 was awarded to Mr Dutton for the year.

Mr Fallon is entitled to 6.49% of the pre-tax profit earned by Euromoney, which has a comprehensive profit sharing scheme that links the pay of its executive Directors to the profits of that group.

Mr Beatty was awarded a bonus, based on meeting performance targets at associated newspapers.

(v)

No pension contributions were made to money purchase schemes in 2008 (2007 £nil).

(vi)

The Viscount Rothermere, Mr Sinclair, Mr Williams and Mr Fallon retained fees of £nil (2007 £25,000), £40,000 (2007 £36,000), £12,500 (2007 £23,000) and £nil (2007 £22,000) respectively from their outside non-executive directorships.

DAILY MAIL AND GENERAL TRUST LONG-TERM INCENTIVE PLAN (LTIP)

The March 2008 LTIP Incentive Awards comprise two parts: a Core Award and matching Awards. Core Awards will vest under normal circumstances after 3 years and the proportion of the Shares that vest will depend on absolute growth in EPS over the 3 years from the Award date, with the base period being the financial year prior to the date of Award. For the March 2008 Awards: no part of the Award will vest if EPS growth is less than 5% p.a. compound growth, with 20% of the Award vesting at this level of achievement; 80% of the Award will vest at 12% p.a. compound growth; with full vesting at 15% p.a. compound growth; and pro-rata vesting between these points. The employee would then receive matching Awards of Shares equivalent to 50% of the vested Core Award which will vest at the end of three, four, five and six years from the date of Award, so long as he continues to hold the Shares in the Core Award. The vesting of matching Awards is not subject to satisfaction of a further performance condition. Therefore, the vesting level of both the Core Awards and matching Awards is determined by performance over the initial three year performance period. The vesting profile of matching Awards is designed to achieve retention of executives, and encourages long-term shareholding.

For executives whose main focus is on their Division, the performance criteria may reflect the performance of their Division.

The expected value of an Award of 62.5% of salary has been calculated by PwC as 68% of salary using a Monte Carlo valuation model using assumptions based on their historical analysis which do not indicate a forecast of management of expected outcomes for DMGT.

Participants will not receive dividends on Shares under their Awards. However the number of Shares which vest under an Award will be increased during the Relevant Period by reference to dividends which would have been paid on those Shares during the Relevant Period.

The first Core Awards were made in March 2008. As these Core and matching Awards will not be capable of vesting in full until 2014, the Committee also made "Transition awards" in 2008. The Transition Awards will normally vest to the executives only if they are still employed in the Company three years after the Award, i.e. March 2011. There are to be no post-grant performance conditions attached to the Transition Awards. Transition Awards do not benefit from any linked matching Awards. In setting the size of the Awards, the Committee took account of the EPS performance over the last three years and made Transition Awards over Shares equal to 30% of salary to the Viscount Rothermere and Messrs Williams, Dutton and Morgan.

The 2008 Core and Transition Awards were made in March 2008, following approval of the new plan by shareholders at the 2008 AGM.

The targets for awards for 2007 and prior years relate to the Company's performance against a peer group of comparable media companies. This peer group was chosen to reflect a range of listed companies in the businesses and locations principally occupied by DMGT. The LTIP is supervised by the Committee and is operated in conjunction with an employee discretionary trust (the 'Trust'). The Trust will acquire 'A' Ordinary Non-Voting Shares in the Company ('shares') to satisfy awards under the LTIP or treasury shares will be used.

The award prices in the tables below are the prices on the date the awards were made. These were used to determine the number of shares awarded.

'A' Ordinary Non-Voting shares in award Core awards	At 1st October 2007	Awarded during year	Vested during Year	Lapsed during year	At 28th September 2008	Award Price £	Date of Award	End of initial performance period
The Viscount Rothermere	-	97,860	-	-	97,860	4.27	19 Mar 08	03 Oct 10
J P Williams	-	91,076	-	-	91,076	4.27	19 Mar 08	03 Oct 10
D M M Dutton	-	43,962	-	-	43,962	4.27	19 Mar 08	03 Oct 10
K J Beatty	-	89,390	-	-	89,390	4.27	19 Mar 08	03 Oct 10
	-	322,288	-	-	322,288

'A' Ordinary Non-Voting shares in award Transition awards	At 1st October 2007	Awarded during year	Vested during Year	Lapsed during year	At 28th September 2008	Award Price £	Date of Award	End of initial performance period
The Viscount Rothermere	-	46,973	-	-	46,973	4.27	19 Mar 08	19 Mar 11
J P Williams	-	43,716	-	-	43,716	4.27	19 Mar 08	19 Mar 11
D M M Dutton	-	21,102	-	-	21,102	4.27	19 Mar 08	19 Mar 11
K J Beatty	-	42,907	-	-	42,907	4.27	19 Mar 08	19 Mar 11
	-	154,698	-	-	154,698

For 2007 and earlier awards prospective participants were invited by the Committee to agree to commit shares in the Company to the LTIP at a market price. Initially invitations were made in tranches over a period of two to four years.

Individuals were given six months to make commitments in order to allow for them to make purchases of shares, where appropriate. Once an individual agreed to commit shares which were owned by him or by his close family, the Trustee of the Trust ('the Trustee') decided whether to make an award of an equal number of shares to those committed.

Having received agreements to commit shares, the Trustee made the awards set out in the table below.

'A' Ordinary Non-Voting shares in award	At 1st October 2007	Awarded during year	Vested/Lapsed during Year	At 28th September 2008	Award Price £	Date of Award	End of Initial Performance Period
The Viscount Rothermere	28,800	–	–	28,800	6.45	18 Jul 02	31-Dec-06
	34,929	–	–	34,929	5.33	18 Jul 03	31-Dec-07
	38,681	–	–	38,681	7.04	15 Sep 04	31-Dec-08
	47,559		–	47,559	7.53	01 Apr 05	31-Dec-09
	36,250	–	–	36,250	7.88	28 Jul 06	31-Dec-10
	43,926		–	43,926	7.17	4 Jul 07	31-Dec-11
	230,145	–	–	230,145
C J F Sinclair	88,800	–	–	88,800	7.43	28 Aug 02	31-Dec-06
	46,816	–	–	46,816	7.04	15 Sep 04	31-Dec-08
	18,326	–	–	18,326	7.53	23 Mar 05	31-Dec-09
	153,942	–		153,942
J P Williams	32,700	–	–	32,700	7.43	28 Aug 02	31-Dec-06
	32,850	–	–	32,850	7.43	24 Jul 03	31-Dec-07
	36,149	–	–	36,149	7.04	15 Sep 04	31-Dec-08
	11,155	–	–	11,155	7.53	23 Mar 05	31-Dec-09
	34,124	–	–	34,124	7.88	28 Jul 06	31-Dec-10
	40,313	–		40,313	7.17	13-Mar-07	31-Dec-11
	187,291	–	–	187,291
P M Dacre	92,800	–	–	92,800	7.43	19 Sep 02	31-Dec-06
	32,974	–	–	32,974	7.04	14 Oct 04	31-Dec-08
	125,774	–	–	125,774
D M M Dutton	10,094	–	–	10,094	7.43	10 Oct 02	31-Dec-06
	14,084	–	–	14,084	5.33	18 Jul 03	31-Dec-07
	25,587	–	–	25,587	7.04	15 Sep 04	31-Dec-08
	3,984	–	–	3,984	7.53	07 Apr 05	31-Dec-09
	16,142	–		16,142	7.88	26 Sep 06	31-Dec-10
	18,807	–	–	18,807	7.17	20-Jun-07	31-Dec-11
	88,698	–	–	88,698
K J Beatty	14,800	–	–	14,800	6.45	23 Jul 02	31-Dec-06
	13,119	–	–	13,119	7.04	15 Sep 04	31-Dec-08
	27,919	–	–	27,919
	813,769	–	–	813,769

(i) No awards vested or lapsed in the year. All participants have elected to delay the realisation of their 2002 and 2003 awards for a further two years.

Awards under the LTIP are subject to performance conditions, which will determine whether, and to what extent, shares under awards will vest. The performance conditions relate to the TSR of the Company initially over a five-year period against a peer group of UK and overseas companies determined by the Committee. TSR is the aggregate of share price growth and dividends paid (assuming that such dividends are reinvested in shares during the five year period), and is commonly adopted as a measure of comparative performance. These performance conditions were chosen by the Committee in order to incentivise the executives to increase long-term shareholder value.

This comparator peer group is as follows (for awards made from 2001 to 2005)
Emap plc (from 2008 replaced by Johnston Press plc)
Independent News and Media plc
Pearson plc
Reed Elsevier plc
stv group plc (formerly SMG plc)
The News Corporation plc
Thomson Reuters Corporation (formally The Thomson Corporation)
Trinity Mirror plc
United Business Media plc
Gannet Co. Inc
New York Times Co
Tribune Co (from 2008 replaced by Washington Post Co)

This comparator peer group is as follows (for awards made in 2006)
Emap plc (from 2008 replaced by Johnston Press plc)
Independent News and Media plc
Informa plc
McGraw-Hill Companies Inc
Pearson plc
Reed Elsevier plc
Reuters Group plc (from 2008 replaced by New York Times Co)
The News Corporation plc
Thomson Reuters Corporation (formerly The Thomson Corporation)
Trinity Mirror plc
United Business Media plc
Washington Post Co

This comparator peer group is as follows (for awards made in 2007)
Emap plc (from 2008 replaced by New York Times Co)
Independent News and Media plc
Informa plc
Johnston Press plc
McGraw-Hill Companies Inc
Reed Elsevier plc
Reuters Group plc (removed in 2008)
The News Corporation plc
Thomson Reuters Corporation (formerly The Thomson Corporation)
Trinity Mirror plc
United Business Media plc
Washington Post Co

During the year, three comparators, Tribune Co, EMAP plc and Reuters Group plc were taken over. The Committee determined to substitute these companies with those set out in the tables above from the date of completion of their takeovers. For 2007, Reuters Group plc was removed from the comparator group and the scale recalibrated as shown in the table here and below.

Awards will be realisable after the performance period to the extent of the percentage in the right-hand column below according to the Company's place in the list of comparator companies as indicated in the left hand column below:

TSR Ranking within the list of comparator companies (for awards made in 2006)	% of Award realisable after 5 years
First	200%
Second	150%
Third	100%
Fourth	80%
Fifth	60%
Sixth	40%
Seventh	20%
Below seventh (i.e. below median)	0%

TSR Ranking within the list of comparator companies (for awards made in 2007)	% of Award realisable after 5 years
First	200%
Second	150%
Third	100%
Fourth	75%
Fifth	50%
Sixth	25%
Below sixth (i.e. below median)	0%

At the end of the five-year performance period, participants may elect either to realise their awards at that time or to extend the performance period to seven years. If they elect to extend the performance period, the level of committed shares must be maintained throughout the extended period. At the end of the seven-year performance period, the Company's TSR performance will be measured. The awards will be realisable after the performance period to the extent of the percentage in the right-hand column below according to the Company's place in the list of comparator companies as indicated in the left-hand column below:

TSR Ranking within the list of comparator companies (for awards made from 2001 to 2005)	% of Award capable of realisation
First	300%
Second or third	150%
Fourth, fifth, sixth or seventh	75%
Below seventh (i.e. below median)	0%

TSR Ranking within the list of comparator companies (for awards made in 2006)	% of Award capable of realisation
First	300%
Second	225%
Third	150%
Fourth	120%
Fifth	90%
Sixth	60%
Seventh	30%
Below seventh (i.e. below median)	0%

TSR Ranking within the list of comparator companies (for awards made from 2001 to 2005)	% of Award capable of realisation
First	200%
Second or third	100%
Fourth, fifth, sixth or seventh	50%
Below seventh (i.e. below median)	0%

 

TSR Ranking within the list of comparator companies (for awards made in 2007)	% of Award capable of realisation
First	300.0%
Second	225.0%
Third	150.0%
Fourth	112.5%
Fifth	75.0%
Sixth	37.5%
Below sixth (i.e. below median)	0.0%

Performance to date

Year of award	Initial performance period	Position at 28th September, 2008
2002	1st Jan 2002 to 31st Dec 2006*	Eighth
2003	1st Jan 2003 to 31st Dec 2007†	Seventh
2004	1st Jan 2004 to 31st Dec 2008	Seventh
2005	1st Jan 2005 to 31st Dec 2009	Eighth
2006	1st Jan 2006 to 31st Dec 2010	Eleventh
2007	1st Jan 2007 to 31st Dec 2011	Tenth

*DMGT's TSR ranking for the awards made in 2002, during their initial performance period of 1st January, 2002 to 31st December, 2006, was eighth place. This performance period has been extended to 31st December, 2008 in accordance with the rules of the LTIP.

†DMGT's TSR ranking for the awards made in 2003, during their initial performance period of 1st January, 2003 to 31st December, 2007, was ninth place. This performance period has been extended to 31st December, 2009 in accordance with the rules of the LTIP.

Graphs

Graphs of DMGT's performance against each of its comparators for each of these periods are set out on the graphs below. These graphs have been plotted using the relative rankings of each comparator at the end of each month. as such, they are approximations to the actual rankings under the rules, which are calculated using a two month average for the starting point and for each subsequent month. This can give different results between the table above and the graphs.

The graphs below compare the DMGT total shareholder return with that of the FTSE 100 index and of the media index over a period of five years, as required by the Directors' Remuneration Report Regulations 2002. As a constituent of the FTSE100 from February 1999 to June 2006 and from March to December 2007 and as a constituent of the media index throughout the period, the Directors regard both indices as the most appropriate indices for purposes of comparison of the Group's performance. Additional graphs on that page illustrate performance over a twenty-two year period for which data is available.

The graphs below are unaudited.

Audited Information

Accrued entitlements under the DMGT Senior Executives Pension Fund

Accrued benefits under the Harmsworth Pension Scheme

Director	Age at 28th September, 2008 Years	Accrued Pension Entitlement at 30th September, 2007 £000	Inflationary increase £000	Real increase in accrued pension £000	Accrued Entitlement at 28th September, 2008 £000	Transfer value as at 30th September, 2007 £000	Transfer value of real increase in accrued pension net of member's contributions £000	Other changes to transfer value £000	Transfer value as at 28th September, 2008 £000
P M Fallon	62	7	1	-	8	138	-	34	172

NOTES TO DIRECTORS' PENSION ENTITLEMENTS

(i)

The DMGT Senior Executives Pension Fund, of which five executive Directors are members, has since 1st april, 2005 required a contribution from its members. The normal retirement age under the Fund for this group is sixty. For each Director, the accrued entitlement at 28th September, 2008 represents the annual pension that is expected to be payable on eventual retirement, given the length of service and salary of each Director at this date. A spouse's/dependant's pension equal to two thirds of the Director's pension is incorporated and the Director can currently elect to receive the pension from age fifty, subject to a discount if retirement takes place before sixty. The pension, when in payment, will receive annual increases in line with inflation, which may be limited when inflation exceeds 3% per annum.

(ii)

All transfer values have been calculated on the basis of actuarial advice in accordance with 'Retirement Benefit – Transfer Values (Gn11)' published by the Board for actuarial Standards. The transfer values of the accrued entitlement represent the value of assets that the pension scheme would need to transfer to another pension provider on transferring the scheme's liability in respect of the Directors' pension benefits. During the year there was a change to the assumptions used to calculate transfer values, which made allowance for the expectation that members will live longer in retirement than had previously been assumed as well as reflecting a fall in long-term interest rates. These changes contributed to the 'Other Changes to transfer value'.

(iii)

Mr Fallon's pension benefit in the above table relates to a deferred pension in the Harmsworth Pension Scheme for pensionable service between 1st April, 1978 and 1st April, 1986. Neither the Group nor Mr Fallon continues to make any contributions to this scheme.

(iv)

The Company does not make any pension contributions on behalf of Mr Dutton.

Directors' Interests (audited information)

The number of shares of the Company and of securities of other Group companies in which current Directors or their families had an interest at the dates shown are stated below.

		At 28th September 2008		At 30th September 2007
Holdings of 12.5 pence Ordinary and 'A' Ordinary Non-Voting shares in Daily Mail and General Trust plc	Note	Ordinary	'A' Ordinary Non-Voting	Ordinary	'A' Ordinary Non-Voting
Beneficial
The Viscount Rothermere	i ii	11,903,132	76,213,053	11,878,132	76,195,913
C J F Sinclair	i ii	–	477,207	–	438,150
J P Williams	i ii	–	243,072	–	229,552
J G Hemingway		–	200,000	–	200,000
S M Gray		4,000	84,000	4,000	84,000
I G Park		4,000	4,000	4,000	4,000
D M M Dutton	i	–	112,312	–	102,312
P M Dacre	i	–	125,950	–	125,950
P M Fallon		–	41,500	–	41,500
C W Dunstone		–	13,800	–	13,800
F P Balsemao		–	-	–	-
T S Gillespie		–	7,500	–	5,000
D J Verey		6,500	15,000	6,500	15,000
K J Beatty	i	-	27,919	-	27,919
N W Berry		–	-
		11,917,632	77,565,313	11,892,632	77,483,096
Non-Beneficial
The Viscount Rothermere		639,208	5,540,000	665,208	5,540,000
J G Hemingway		4,000	5,540,000	4,000	5,540,000
		643,208	11,080,000	669,208	11,080,000
Total Directors' interests		12,560,840	88,645,313	12,561,840	88,563,096
Less: duplications		(8,000)	(5,540,000)	(8,000)	(12,428,968)
		12,552,840	83,105,313	12,553,840	76,134,128

(i)

The figures in the table above include 'A' shares committed by executives under the LTIP, details of which are set out in the 'A' Ordinary Non-Voting shares in award table above.

(ii)

The figures in the table above include 'A' shares awarded to executives under the DMGT Executive Bonus Scheme. For the Viscount Rothermere and Messrs Sinclair and Williams respectively, 26,839, 43,312 and 21,414 of these shares were subject to restrictions, explained earlier in this section, at 28th September, 2008. The comparable figures at 1st October, 2007 were 32,108, 43,212 and 21,414 respectively.

Options to acquire

'A' Ordinary Non-Voting shares in the Company	At 1st October 2007	Granted during year	Exercised during year	At 28th September 2008	Exercise price £	Note vi	Normal date from which exercisable	Expiry date
The Viscount Rothermere	60,000	–	–	60,000	6.48	*	15-Dec-01	15-Dec-08
	36,000	–	–	36,000	10.30		23-Dec-02	23-Dec-09
	30,000	–	–	30,000	8.34	*	18-Dec-03	18-Dec-10
	30,000	–	–	30,000	6.45	*	14-Dec-04	14-Dec-11
	50,000	–	–	50,000	5.73		16-Dec-05	16-Dec-12
	40,000	–	–	40,000	6.08		8-Dec-06	8-Dec-13
	60,000	–	–	60,000	7.24		6-Dec-07	6-Dec-14
	65,000	–	–	65,000	6.98		31-Mar-09	31-Mar-16
	65,000	–	–	65,000	6.88		27-Nov-09	27-Nov-16
	436,000	-	-	436,000
C J F Sinclair	20,000	–	–	20,000	6.48	*	15-Dec-01	15-Dec-08
	43,000	–	–	43,000	10.30		23-Dec-02	23-Dec-09
	70,000	–	–	70,000	8.34	*	18-Dec-03	18-Dec-10
	50,000	–	–	50,000	6.45	*	14-Dec-04	14-Dec-11
	75,000	–	–	75,000	5.73		16-Dec-05	16-Dec-12
	80,000	–	–	80,000	6.08		8-Dec-06	8-Dec-13
	120,000	–	–	120,000	7.24		6-Dec-07	6-Dec-14
	120,000	–	–	120,000	6.98		31-Mar-09	31-Mar-16
	120,000	–	–	120,000	6.88		27-Nov-09	27-Nov-16
	–	200,000	–	200,000	5.05		17-Dec-10	17-Dec-17
	698,000	200,000	–	898,000
J P Williams	10,000	–	–	10,000	6.48	*	15-Dec-01	15-Dec-08
	15,000	–	–	15,000	10.30		23-Dec-02	23-Dec-09
	20,000	–	–	20,000	8.34	*	18-Dec-03	18-Dec-10
	30,000	–	–	30,000	6.45	*	14-Dec-04	14-Dec-11
	50,000	–	–	50,000	5.73		16-Dec-05	16-Dec-12
	50,000	–	–	50,000	6.08		8-Dec-06	8-Dec-13
	60,000	–	–	60,000	7.24		6-Dec-07	6-Dec-14
	65,000	–	–	65,000	6.98		31-Mar-09	31-Mar-16
	65,000	–	–	65,000	6.88		27-Nov-09	27-Nov-16
	365,000	-	–	365,000
D M M Dutton	20,000	–	–	20,000	8.34	*	18-Dec-03	18-Dec-10
	25,000	–	–	25,000	5.73		16-Dec-04	16-Dec-11
	35,000	–	–	35,000	6.08		8-Dec-06	8-Dec-13
	40,000	–	–	40,000	7.24		6-Dec-07	6-Dec-14
	30,000	–	–	30,000	6.98		31-Mar-09	31-Mar-16
	30,000	–	–	30,000	6.88		27-Nov-09	27-Nov-16
	180,000	-	–	180,000
P M Dacre	60,000	–	–	60,000	6.48	*	15-Dec-01	15-Dec-08
	30,000	–	–	30,000	10.30		23-Dec-02	23-Dec-09
	25,000	–	–	25,000	8.34	*	18-Dec-03	18-Dec-10
	60,000	–	–	60,000	7.25	*	11-Jul-04	11-Jul-11
	60,000	–	–	60,000	6.45	*	14-Dec-04	14-Dec-11
	100,000	–	–	100,000	5.73		16-Dec-05	16-Dec-12
	50,000	–	–	50,000	6.08		8-Dec-06	8-Dec-13
	80,000	–	–	80,000	7.24		6-Dec-07	6-Dec-14
	100,000	–	–	100,000	6.98		31-Mar-09	31-Mar-16
	100,000	–	–	100,000	6.88		27-Nov-09	27-Nov-16
	665,000	-	–	665,000
K J Beatty	30,000	–	–	30,000	6.48	*	15-Dec-01	15-Dec-08
	14,000	–	–	14,000	10.30		23-Dec-02	23-Dec-09
	14,000	–	–	14,000	10.96		16-Jun-03	16-Jun-10
	10,000	–	–	10,000	8.34	*	18-Dec-03	18-Dec-10
	15,000	–	–	15,000	6.45	*	14-Dec-04	14-Dec-11
	20,000	–	–	20,000	5.73		16-Dec-05	16-Dec-12
	20,000	–	–	20,000	6.08		8-Dec-06	8-Dec-13
	30,000	–	–	30,000	7.24		6-Dec-07	6-Dec-14
	50,000	–	–	50,000	6.98		31-Mar-09	31-Mar-16
	50,000	–	–	50,000	6.88		27-Nov-09	27-Nov-16
	253,000	-	–	253,000
	2,597,000	200,000	–	2,797,000

* vested

(i)

The table above sets out options granted under the DMGT 1997 Executive Share Option Scheme from June 1997 to December 2004; and under the DMGT 2006 Executive Share Option Scheme since march 2006. All options under both Schemes were granted at market value at the date of grant and none required any payment. They are not normally exercisable before the third anniversary of the date of grant and in all circumstances will lapse if not exercised within ten years.

(ii)

No Directors' options lapsed or had their terms and conditions varied during the year.

(iii)

The mid-market price of the 'A' Ordinary Non-Voting shares was £3.2425 at 28th September 2008 and £6.30 at 30th September, 2007. It ranged from £2.59 to £6.765 during the year.

(iv)

Options granted under the 2006 Scheme have two separate conditions. The first condition is that the total shareholder return ('TSR') of the Company must exceed that of the 250 largest companies in the FTSE index. No part of the award will vest for below Median TSR: 12.5% of the Option vests at median TSR; 50% vests at upper quartile TSR and pro-rata between these points. The second condition is growth in earnings per share ('EPS') – 12.5% of the Option will vest at EPS growth of RPI +3% p.a. (nil below this); 50% will vest at RPI +5% p.a.; and pro rata between these points. These performance conditions were chosen by the Remuneration Committee in the light of institutional guidelines in order to incentivise the executives to increase shareholder value. Under the 2006 Scheme, should the performance conditions not be met, re-testing is not permitted.

(v)

Options granted under the 1997 Scheme do not normally vest until three years after the award and two performance conditions have been met. The first condition is that, in respect of four out of six consecutive monthly calculation dates (which start in the thirtieth month following the date of grant of a particular option), the total shareholder return (TSR) of the Company must exceed that of the FTSE 100 index. Secondly, there must be real growth in earnings per share ('eps') over a period of three consecutive financial years.

(vi)

The status of both performance conditions on outstanding share options is as follows:

1997 scheme	Exercise price	TSR condition (performance to date v. FTSE100)	EPS condition	Status
Dec 98	6.48	met	met	vested
Dec 99	10.30	-61%	met	not vested
June 00	10.96	-70%	met	not vested
Dec 00	8.34	met	met	vested
Jul 01	7.25	met	met	vested
Dec 01	6.45	met	met	vested
Dec 02	5.73	-98%	met	not vested
Dec 03	6.08	-80%	met	not vested
Dec 04	7.24	-74%	met	not vested

2006 scheme	Exercise price	TSR condition (performance to date v.median)	EPS condition	Status
Mar 06	6.98	-61%	not met	not vested
Nov 06	6.88	-57%	not yet tested	not vested
Dec 07	5.05	-49%	not yet tested	not vested

(vii)

Since the EPS condition for the options granted in March 2006 was not met in the year, 50% of those options granted to participating Directors will now lapse.

(viii)

There were 6,978,245 options outstanding under both schemes at the end of the year. This represents 1.87% of the Company's total issued share capital (excluding treasury shares).

(ix)

The Company has been notified that, under sections 793 and 824 of the Companies Act 2006, each of the Viscount Rothermere, Mr Hemingway and Mr Gray were deemed to have been interested as shareholders in 12,542,340 Ordinary shares at 28th September, 2008 and 12,543,340 at 30th September, 2007.

(x)

At 28th September, 2008 and at 30th September, 2007, the Viscount Rothermere was beneficially interested in 756,700 Ordinary shares of Rothermere Continuation Limited, the Company's ultimate holding company.

(xi)

The Viscount Rothermere was beneficially interested in 68 Ordinary shares in Associated Newspapers North America Inc. at 28th September, 2008 and at 30th September, 2007, representing 3% of that Company's share capital.

(xii)

Directors' beneficial shareholdings in Euromoney were as follows:

	At 28th September, 2008	At 30th September, 2007
The Viscount Rothermere	20,864	20,864
C J F Sinclair	7,494	7,494
J P Williams	3,075	3,075
P M Fallon	532,998	486,872
	564,431	518,305

(xiii)

Mr Fallon holds options in Euromoney, exercisable as follows:

	At 28th September, 2008	At 30th September, 2007
At £3.9575 before 11th February, 2009	85,000	85,000
At £4.3125 before 25th June, 2009	255,000	255,000
At £3.69 between 1st February, 2009 and 1st August, 2009	2,533	2,533
At £0.0025 between 14th February, 2008 and 30th September, 2014	-	43,722
At £0.0025 between 14th February, 2009 and 30th September, 2014	46,126	-
	388,659	386,255

The mid-market price of Euromoney's shares was £3.3625 at 28th September, 2008 and £5.29 at 30th September, 2007. It ranged from £3.17 to £5.23 during the year.

(xiv)

Mr Fallon is a member of Euromoney's Capital Appreciation Scheme which was introduced in 2005. As such, he was awarded an option to subscribe for shares in September 2005. The exercise price of each option is 0.25 pence with three option tranches, assuming the performance conditions are met, expiring on 30th September, 2014. The first two tranches of the award have vested in full since the £50 million profit target (subsequently adjusted to £57 million following the acquisition of Metal Bulletin plc) was achieved in 2007 and again in 2008. The number of options granted under the first tranche was provisional and was adjusted for the allocation of options from true-up audit adjustments during the period to 31st December 2007 as required by its remuneration committee. As such the actual number of options granted varied from those disclosed last year. Full details of this scheme are contained in Euromoney's Annual Report.

(xv)

All shareholdings were unchanged at 26th November, 2008.

(xvi)

As at 26th November, 2008, Mr Morgan, who was appointed to the Board after the year end, held 764 Ordinary shares and 902,007 'A' Ordinary Non-Voting shares, 85,432 of which have been committed to the LTIP, and the rest of which must be retained for three years or otherwise be forfeited. He had also received conditional (core) share awards over 47,780 shares and transition awards over 22,934 shares under the revised LTIP in March. He also had options over 191,000 shares at prices ranging from £5.73 to £10.295. He held 7,532 Euromoney shares.

(xvii)

No Director of the Company has or had a disclosable interest in any contract of significance subsisting during or at the end of the year.

(xviii)

Disclosable transactions by the Group under IAS 24, Related Party Disclosures, are set out in Note 40. There have been no other disclosable transactions by the Company and its subsidiaries with directors of Group companies and with substantial shareholders since the publication of the last Annual Report.

On behalf of the Board

ROTHERMERE
Chairman
26th November, 2008