Notes to the financial statements

for the year ended 3 January 2009

43.Directors' and Secretary's interests

The interests of the Directors and Secretary and their spouses and minor children in the share capital of the Company, the holding Society and subsidiary companies/societies were as follows:

(a)Glanbia plc

		Ordinary shares of €0.06
		03/01/2009	30/12/2007 **
Beneficial
Directors
L Herlihy		91,804	91,804
J Fitzgerald		24,171	24,171
V Quinlan		31,347	21,347
J Moloney	*	104,593	104,593
J Callaghan		35,000	35,000
H Corbally		7,495	7,495
N Dunphy		10,390	10,390
E Fitzpatrick		50,501	50,501
J Gilsenan		5,842	5,842
P Gleeson		31,923	31,923
P Haran		7,462	7,462
C Hill		30,029	30,029
M Keane		20,000	20,000
J Liston		15,000	15,000
G Meagher	*	212,327	212,327
M Merrick		3,600	2,600
W Murphy		230,827	230,827
A O'Connor	§	15,743	15,743
M Parsons		38,344	26,344
R Prendergast	§	4,007	4,007
K Toland	*	23,243	23,243
Secretary
M Horan		4,593	4,593

*: Executive Director.
**: Or at date of appointment if later.
§: Appointed on 28 May 2008.

(b)Glanbia plc

Directors' and Secretary's options
Details of movements on outstanding options over the Company's ordinary share capital are set out below. Outstanding options are exercisable on dates between 2009 and 2017.

		Options - ordinary shares of €0.06
		30/12/2007	Movements during year	03/01/2009	Exercise price €
Beneficial
Directors
J Moloney	1988 Share Option Scheme	150,000	(150,000)	-	4.25	[a]
	2002 Long Term Incentive Plan	290,000	-	290,000	1.55	[b]
	2002 Long Term Incentive Plan	150,000	-	150,000	2.725	[c]
	2002 Long Term Incentive Plan	70,000	-	70,000	4.03	[d]

G Meagher	1988 Share Option Scheme	75,000	(75,000)	-	4.25	[a]
	2002 Long Term Incentive Plan	205,000	-	205,000	1.55	[b]
	2002 Long Term Incentive Plan	75,000	-	75,000	2.725	[c]
	2002 Long Term Incentive Plan	48,000	-	48,000	4.03	[d]

K Toland	2002 Long Term Incentive Plan	164,000	-	164,000	1.55	[b]
	2002 Long Term Incentive Plan	100,000	-	100,000	2.725	[c]
	2002 Long Term Incentive Plan	48,000	-	48,000	4.03	[d]

Options:

[a]: Options lapsed on 10 May 2008. The Remuneration Committee gave the holders of these options, which were issued in 1998, the choice to receive the value of the option in lieu of exercising the option. Mr J Moloney and Mr G Meagher both elected to receive a cash payment respectively of €105,000 and €52,500 in lieu of exercising the options, which then lapsed.
[b]: Exercisable by Directors at any time up to 2012.
[c]: Exercisable by Directors at any time up to 2014.
[d]: Exercisable by Directors between 2010 and 2017.

There were no other changes in the interests of the Directors and Secretary between 3 January 2009 and 20 February 2009.

G Meagher, J Moloney and K Toland as participants of the 2002 Long Term Incentive Plan as noted at [b] above, are eligible for a share award of 10% of the ordinary shares they continue to hold following the second anniversary of the exercise of the option.

G Meagher as a participant of the 2002 Long Term Incentive Plan as noted at [c] below, is eligible for a share award of 10% of the ordinary shares he continues to hold following the second anniversary of the exercise of the option.

J Moloney as participant of the 2002 Long Term Incentive Plan as noted at [c] below, is eligible for a share award of 6.6% of the ordinary shares he continues to hold following the second anniversary of the exercise of the option.

The market price of the ordinary shares as at 3 January 2009 was €2.07 and the range during the year was €1.80 to €5.31. The average price for the year was €4.13. The 1988 Share Option Scheme expired on 31 August 1998.

(c)Directors' and Secretary's awards under the 2008 LTIP and the 2007 LTIP

		Number at 30/12/2007	Initial allocation of shares during 2008	Market price in euro on award date €	Performance period	Earliest date of release	Number at 03/01/2009
Directors
J Moloney	2008 LTIP	-	142,000	4.45	30/12/07-01/01/11	March 2011	142,000
K Toland	2008 LTIP	-	96,000	4.45	30/12/07-01/01/11	March 2011	96,000
Secretary
M Horan	2007 LTIP	11,000	-	4.03	31/12/06 -02/01/10	March 2010	11,000
	2008 LTIP	-	24,000	4.45	30/12/07 -01/01/11	March 2011	24,000

Awards under the 2008 Long Term Incentive Plan (the 2008 LTIP)
This is a long-term share incentive plan under which share awards are granted in the form of a provisional allocation of shares for which no exercise price is payable. The shares are scheduled for release in March 2011 to the extent that the relative earnings per share (EPS) and total shareholder return (TSR) conditions are achieved.

Awards under the 2007 Long Term Incentive Plan (the 2007 LTIP)
The 2007 LTIP corresponds with the 2008 LTIP with the exception that Directors were excluded from participating as it did not receive shareholder approval. The shares are scheduled for release in March 2010.

The structures of the 2007 LTIP and the 2008 LTIP are set out in the Directors' statement of corporate governance section of this report.

(d)Glanbia Co-operative Society Limited

		'A' ordinary shares of €1		Convertible loan stock units of €0.01269738		'C' shares of €0.01		'F' shares of €0.01
		03/01/2009	30/12/2007 **	03/01/2009 **	30/12/2007 **	03/01/2009 **	30/12/2007 **	03/01/2009 **	30/12/2007 **
Beneficial
Directors
L Herlihy		89,398	89,398	803,500	1,209,101	47,527,630	37,837,394	1,226	1,226
J Fitzgerald		25,563	25,563	258,267	397,025	-	-	376	376
V Quinlan		12,085	9,585	-	-	2,826,185	2,330,185	392	392
J Moloney	*	-	-	-	-	4,952,304	7,952,304	-	-
H Corbally		5,675	5,675	156,687	237,665	912,739	505,681	226	226
N Dunphy		11,633	11,633	92,245	134,947	341,850	260,518	310	310
E Fitzpatrick		24,034	24,034	172,417	263,957	10,036,078	8,609,862	560	560
J Gilsenan		2,844	2,844	168,175	231,647	5,157,402	7,157,402	89	89
C Hill		20,480	20,480	-	-	5,990,461	4,840,461	283	283
M Keane		6,117	6,117	113,156	170,314	84,564	84,564	353	353
G Meagher	*	-	-	-	-	12,750,000	6,500,000	-	-
M Merrick		1,824	1,824	206,540	297,069	387,464	387,464	173	173
W Murphy		-	-	-	-	1,714,149	1,904,610	-	-
A O'Connor	§	19,449	19,449	221,932	324,039	-	-	430	430
M Parsons		7,810	7,810	188,848	248,122	2,093,255	1,980,360	658	658
R Prendergast	§	6,455	6,455	97,055	139,122	-	-	19	19
Secretary
M Horan		-	-	-	-	1,000,000	1,000,000	-	-

*: Executive Director.
**: Or at date of appointment if later.
§: Appointed on 28 May 2008.

There have been no changes in the above interests between 3 January 2009 and 20 February 2009.