Report of the Directors

The Directors present their report together with the audited financial statements for the year ended 31 December 2008.

Results and dividend
The income statement is set out on page 64 and shows the profit for the year. The Directors recommend a final dividend of 1.91p (2007: 1.66p) per share.

This together with the interim dividend of 1.75p (2007: 1.52p) per share paid on 23 October 2008 gives a total dividend of 3.66p (2007: 3.18p) per share for the year ended 31 December 2008.

Principal activities and business review Business review information can be found within the Business Review (pages 7 to 19) which reports on RPS Group’s principal

activities and performance during the past year and prospects for the future. Financial key performance indicators can be found on pages 4 to 5. The Board does not use nonfinancial key performance indicators to assess the Group as a whole, but component parts of the Group do use non-financial key performance indicators from time to time. The principal operating subsidiary undertakings are listed in Note 6 to the Parent Company Financial Statements.

The Business Review contains certain forward looking statements with respect to the financial condition, results of operations and businesses of RPS. These statements involve risk and uncertainty because they relate to events and depend upon circumstances that may occur in the future. There are a number of

factors that could cause actual results or developments to differ materially from those expressed or implied by these forward looking statements. The current uncertainty in global economic outlook inevitably increases the risks to which the Group is exposed. Nothing in the Business Review should be construed as a profit forecast.

Principal risks and uncertainties
The principal risks and uncertainties are reported on page 21 in the Risk Management section of the Operating and Financial Review.

Substantial shareholdings
The Company is aware of the following interests in excess of 3% of the ordinary share capital of the Company as at 24 February 2009:

No. of shares
Percentage
Co-operative Asset Management
16,590,856
7.77
Threadneedle Investments
12,282,283
5.76
Legal & General Investment Management
9,538,976
4.47
Neuberger Berman
7,245,901
3.40
Bank of America Corporation
7,208,251
3.38
Aegon Asset Management
6,978,244
3.27
Impax Asset Management
6,612,780
3.10
 
Directors
The Directors of the Company during the year and their beneficial interests in the ordinary share capital of the Company were:
No. of shares at 31/12/08
and at 04/03/09
No. of shares at 31/12/07
and at 06/03/08
Brook Land
30,000
30,000
Roger Devlin
30,000
-
Karen McPherson
-
-
John Bennett
-
-
Louise Charlton (appointed 22 May 2008)
-
-
Alan Hearne
482,030
732,030
Peter Dowen
575,910
750,910
Andrew Troup
269,266
269,266
Phil Williams
350,000
350,000
Gary Young
27,500
-