Man Group plc - Annual Report 2007

Ordinary shares have a par value of 3 cents per share (2006: 18 cents per share). All issued shares are fully paid.

Following shareholder approval at the 2006 Annual General Meeting and the fulfilment of all conditions, each Ordinary Share of 18 cents was sub-divided into 6 shares of 3 US cents each, effective on 14 August 2006. Following this share split shareholders maintained the same percentage interest in the issued share capital as before and rights attaching to the Ordinary Shares remain unaffected. All comparative figures in these financial statements have been restated accordingly.

There remain outstanding at 31 March 2007, options to acquire 8,043,774 (2006: 6,690,384) ordinary shares granted under the Executive Share Option Scheme 2001, options to acquire 3,211,590 (2006: 4,021,170) ordinary shares granted under the Inland Revenue approved sharesave scheme and options to acquire 660,207 (2006: 616,134) ordinary shares granted under the US Internal Revenue Code qualifying Employee Stock Purchase Plan, enabling certain directors and members of staff to acquire ordinary shares between 2007 and 2016, at prices ranging from 244 US cents to 840 US cents.

During the year, 152,140 (2006: nil) of the Group's exchangeable bonds were converted into ordinary shares, the majority following an offer by the Group to pay a fixed cash sum to bondholders.

During the year, the Company repurchased 44,019,161 (2006: 51,306,000) ordinary shares at a total cost of $375 million (2006: $230 million). These repurchased ordinary shares were treated as cancelled upon delivery to the Company.

In addition, 50,000 unlisted deferred Sterling shares (2006: 50,000) with a par value of £1 per share (2006: £1 per share) were issued on 29 July 2004. These shares are necessary to continue to comply with Section 118 of the Companies Act 1985, following the redenomination of the ordinary share capital into ordinary shares of 18 US cents each on that date. The deferred Sterling shares have no rights to participate in the profits of the Company, no rights to attend, speak or vote at any general meeting and no right to participate in any distribution in a winding up except for a return of the nominal value of the shares after the return on the nominal amount paid up on every other class of share and the distribution of £100,000,000,000 to every other holder of every other class of share. It is intended that these shares will always be held by a director of the Company.