Employee IncentiveArrangmnts

Lupus Capital PLC
26 March 2004


Lupus Capital plc ('the Company')


Employee incentive arrangements

The Company has received notice from the trustees of the Lupus Employee Share
Ownership Trust ('the LESOT') that it intends to subscribe for 47,539,257 new
ordinary shares in the Company under the employee incentive arrangements
described in the circular dated 21 January 2004 and approved by shareholders on
16 February 2004.

The new ordinary shares to be allotted to the LESOT will represent 20 per cent.
of the 237,696,286 ordinary shares in issue following the award to the LESOT.

The potential beneficiaries of the LESOT include the family of Greg Hutchings,
executive chairman of the Company. Under the terms of the incentive arrangements
any shares appointed to the benefit of any employee's family in respect of this
award and any award in the second period of the arrangements will revert to the
LESOT if that employee ceases to be employed by the Company on or before 31
December 2005, or if later within 12 months following the allotment of shares in
respect of the second period and no shares shall be appointed to be held for the
family of any employee if, at the date of the appointment, the employee
concerned is not employed by the Company. Mr Hutchings is already interested in
23,750,000 ordinary shares which will represent 9.9 per cent. of the ordinary
shares in issue following the award.

Allotment of the shares, which will rank for any dividend declared, made or paid
after the date of issue, is conditional on admission of the shares to the
Official List of the UK Listing Authority and to trading on the London Stock
Exchange's market for listed securities. Application will be made to the UK
Listing Authority and the London Stock Exchange for admission.




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