CET Centrom

    24 May 2007
                Proposed establishment of share plan

Introduction
The Company  has today  posted a  circular (the  "Circular")  seeking
shareholder  approval  for  a  new  share  option  plan  to   provide
incentives for directors and employees of the Group to achieve  value
for  Shareholders.  The  purpose  of  the  plan  is  to  provide  the
opportunity  for  the  management  team  and  employees  to   achieve
substantial benefit through delivering  a significant improvement  in
shareholder value.

The Board has convened an annual general meeting of the Company which
will be held on 22 June 2007 to approve, inter alia, the Share Plan.


Proposed Share Plan
The purpose of the Share Plan  is to provide incentives for  eligible
participants to achieve value for Shareholders.

The arrangements will be implemented by means of a share option  plan
divided into two parts, Part  A, to be known  as the "EMI Plan",  and
Part B to be known as the "Unapproved Plan".

Under the  Share  Plan  the Company  intends  to  grant  participants
options to  acquire Ordinary  Shares. The  options, save  in  certain
specified circumstances, will be exercisable over the period from the
first anniversary of grant  to the tenth  anniversary subject to  the
achievement of certain performance criteria.

At the time of flotation the Company granted options over  12,000,000
Ordinary Shares with  an exercise  price of  5 pence  per share,  the
price at which  shares were placed  on flotation. As  at the date  of
this  document  options   over  3,000,000   Ordinary  Shares   remain
unexercised. The holders of existing options over 1,800,000  Ordinary
Shares have  agreed  to the  cancellation  of their  options  for  no
consideration.

It is proposed  that the number  of options to  be granted under  the
Share Plan, when taken together with the outstanding options  granted
in the ten years preceding any date of grant of options, will be  the
higher of (1) 15 per cent of the issued share capital at the time  of
grant and  (2) 45,000,000  Ordinary  Shares, representing  21.55  per
cent. of  the number  of the  shares in  issue at  the date  of  this
document.

It is intended that the  options will provide substantial  incentives
for the management team to increase shareholder value and to  restore
the fortunes of the Company. For that reason it is proposed that  the
exercise of options granted under  the initial grant will be  subject
to demanding criteria being met, in particular that:

1 Increase in share price
The average mid market price of  an Ordinary Share for any period  of
twenty consecutive Dealing Days occurring in the period from the date
of grant to exercise of  the options is at  least 2.5p in respect  of
half of  the options  granted and  at least  5p, the  price at  which
shares were issued at the time of flotation in June 2005, in  respect
of the balance. As at 23 May 2007 the closing middle market price per
Ordinary Share  was  0.75p  and  in  the  six  months  prior  to  the
announcement of  the  proposed  Share Plan  the  average  mid  market
closing price  was 1.1p  with a  maximum  of 1.5p  and a  minimum  of
0.625p.

2 Total Shareholder Return
In addition, the total shareholder  return of an Ordinary Share  will
have to exceed that of  the AIM Index over  the period from grant  to
exercise.


The options subject to the  2.5p price threshold will be  exercisable
at any  time  from  the  first anniversary  of  grant  to  the  tenth
anniversary. The options subject  to the 5p  price threshold will  be
exercisable at any time from the  second anniversary of grant to  the
tenth anniversary.

Subject to Shareholders approving  the Incentive Arrangements at  the
AGM it is intended to award options with an option exercise price  of
1p per Ordinary Share (or as such higher amount as equals the  market
value of the shares at the date of grant) as follows:


                Number of Ordinary Shares

Mike Boseley                   18,675,000

David Whitehead                12,450,000

Gerald Malone                   6,225,000

Other employees                 2,790,000

Total                          40,140,000



The Share Plan provides  the opportunity for  the management team  to
achieve a substantial benefit  in return for significantly  improving
shareholder value.

The options will be  granted under the EMI  Plan for those  directors
and employees who are eligible to  participate in that scheme and  to
the extent permitted by the EMI Plan rules. These limit the number of
Ordinary Shares over which  options may be granted  to the number  at
the exercise price which does not exceed �100,000 per participant.

Any  options  granted  in  excess   of  such  limit  or  granted   to
participants who are not  eligible for the EMI  Plan will be  granted
under the Unapproved Plan.

In accordance with current generally accepted accounting practice the
Company will be required to make a charge to profit and loss  account
in future  to expense  the  fair value  of share  based  compensation
payments over the vesting period. An equal amount will be credited to
retained reserves.

A copy of the Circular will  be available from the Company's  website
www.centrom.com.
For further information please contact:


Gerald Malone, Chairman                                  07711 085611

www.centrom.com

John  Webb,  Marshall  Securities  Limited,   Nominated 020 7490 3788
Adviser

www.marshallsecurities.com


Capitalised terms have the meanings set out in the Circular.

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Copyright � Hugin ASA 2007. All rights reserved.

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