Notes to Table 2

Note 1

Benefits include medical insurance and company car.

Note 2

The salaries are net of salary sacrifice in relation to Pension Builder membership. The salary paid to J K Maiden included a non-pensionable salary supplement in lieu of pension contribution of £40,603. Where a cash car allowance is taken in lieu of company car, this is included as salary.

Note 3

From 1 June 2008 the fee payable to non-executive directors was increased to £38,500. The additional annual fees of £7,000 paid to the chairs of the audit and remuneration committees and of £5,000 to the senior independent director were not increased. The chairman’s fee was increased to £150,000. These increases were intended to bring the fees of the non-executive directors into line with those of non-executives in companies of a similar size in the food and beverage industry and in the general industry as a whole. No increases will be awarded during 2009.

Notes to Table 3

Note 1

The Company provided executive directors who were members of Pension Builder up to 1 April 2009 with a pension payable at age 65. The accrual rates and member contributions for the scheme are set out in section 6.6.1. Death in service cover was a lump sum of three times annual earnings. On the death of a director or a retired director, a spouse’s pension of 50% would be payable.

Early retirement may be granted with the consent of the Company and the Trustee of the scheme from age 55 but benefits are reduced by 4% per annum for ages 55 up to 64 years. Once in payment, pensions are increased in line with Retail Price Index inflation up to a ceiling of 2.5% per annum. The Trustee, with the consent of the Company, has discretion to apply such greater increase as it considers appropriate.

Note 2

The accrued pension at 28 March 2009 is the pension which the director would have been entitled to receive based on completed pensionable service to 28 March 2009, payable from normal pension date and subject to revaluation increases between leaving and retirement.

Note 3

The transfer values are based on the accrued pensions at 29 March 2008 and at 28 March 2009 and are calculated as at 29 March 2008 and at 28 March 2009 respectively based on actuarial factors. The transfer values are the lump sums which would have been paid to another pension scheme for the benefit of the director if they left service at the respective dates. A transfer value cannot be paid to a director personally.

Notes to Table 4

Note 1

These options were granted under the ESOP and are subject to a performance condition measured by reference to growth adjusted earnings per share over three years in excess of RPI as set out below:

• 3% real annual growth in earnings per share: allocations up to 100% of salary;
• 4% real annual growth in earnings per share: allocations between 100–149% of salary vest;
• 5% real annual growth in earnings per share: allocations between 150–199% of salary vest;
• 6% real annual growth in earnings per share: allocations at 200% of salary vest.

The performance condition does not allow for retesting.

Participation in the Company’s ESOP is at the discretion of the committee. The plan comprises an HMRC approved section and an unapproved section. Options are generally exercisable in the seven year period following the third anniversary of grant and before the tenth anniversary, provided that the executive remains in employment and subject to satisfaction of the performance condition. Should an employee leave the organisation by virtue of redundancy or retirement, the requirement under the performance condition remains in place. Company performance is measured on a pro-rated basis to assess the extent to which it has been met.

Note
The mid-market price of the Company’s shares at 28 March 2009 was 51p (29 March 2008: 92.50p) and the range during the year was 42p to 95p.

Notes to Table 5

Note 1

The interest in shares at 28 March 2009 for Stefan Barden is comprised of an award made on 4 July 2006. The shares will vest after three years from the date of grant, subject to performance conditions. The market price of the shares at the date of grant for this award was 80.00p.

Note 2

Vesting of awards is determined by performance against two performance conditions:

• Vesting of 50% of the LTIP is triggered by comparing the growth in TSR, in terms of share price growth and dividends, to that of the TSR of the companies comprising a selected group of comparable companies from the FTSE Food Producers All Share Index.
• The remaining 50% is triggered by the achievement of a minimum growth in ROIC of 100 basis points over three years, measured against a base year. If the minimum target is not achieved this part of the conditional award will lapse.

Shares awarded under the LTIP are retained in trust on behalf of the participants for a further two years after vesting. During the retention period the participants are entitled to dividends on the shares and to instruct the nominee how to vote. The performance measurement date is the three year period from the commencement of the financial year in which the award was made.

Notes to Table 6

Note 1

The award for Stefan Barden was made on 4 July 2008, the award made to Andrew Booker was made on 9 December 2008 following his appointment as group finance director.

Note 2

The interest in shares at 28 March 2009 for Stefan Barden includes an award made on 29 August 2007.

The shares awarded under the PSP will vest after three years from the date of grant, subject to performance conditions being met, further details are set out in section 6.3.1.

Notes to Table 7

Note 1

As part of the terms of his recruitment as chief executive, (and fully disclosed in the 2006/07 Annual report), S Barden was provided with the opportunity to purchase shares in the Company worth up to 100% of his salary and in return receive an award of matching shares of up to three shares for every one share purchased. The matching award is non-pensionable and non-transferable (other than on death).

Note 2

The performance conditions attached to the matching award are the same as those that apply to the first PSP award detailed in section 6.3.1, save that threshold vesting of the TSR element will not occur unless the Company achieves growth in TSR of 35% over the relevant period. Unvested awards lapse on cessation of employment, other than in specified good leaver circumstances, in which case awards would normally vest subject to the extent to which the performance conditions have been met and pro-rating.

Half of the matching award will vest on the third anniversary of grant with the other half vesting on the fourth anniversary of grant in each case to the extent that the performance conditions are met and providing S Barden retains the purchased shares and remains employed by the Group. To the extent that the award vests the relevant shares will be delivered free of charge.

Notes to Table 8

Note 1

The DSBP was introduced in June 2006 so as to incentivise and retain the key talent necessary to drive the specific performance improvements required to deliver the business strategy at that time. The DSBP provided a small number of key senior executives with an award of shares with a value up to 100% of base salary, at the prevailing market price of 81.75 pence per share on the 13 July 2006. These shares will be satisfied by the transfer of existing shares held in trust after the vesting date in July 2009.

The executives were required to remain in the employment of the Group for a further two year period before any share award vested. Awards will transfer after the vesting date on 13 July 2009 and include a dividend equivalent which will be paid on vesting. No further awards can be made under this plan.

Note to Table 9

Note 1

The share options listed were granted at 80% of the prevailing middle market share price under the Northern Foods plc Savings-related share option scheme, which was approved by shareholders at the Company’s Annual general meeting in July 2007. Consistent with the relevant legislation, there are no pre-vest performance conditions.

Notes to Table 11

Note 1

This includes beneficial interests in ordinary shares, together with beneficial interests under the Share bonus plan.

Note 2

This includes conditional awards made under the LTIP, the PSP and DSBP. In the case of S Barden the total also includes shares under the matching share award.

At 28 March 2009 the executive directors of Northern Foods, as potential beneficiaries of the Northern Foods ESOT, were interested in 7,682,843 (2007/08: 6,697,363) ordinary shares held by the trustee.