SHEL Holdings Europe Limited ANNUAL REPORT AND FINANCIAL STATEMENTS For the period ended 28 January 2017 Pag© CONTENDS Strategic report Directors' report 5 Statement of directors' responsibilities 6 Independent auditors' report to the members of SHEL Holdings Europe Limited g Consolidated income statement and other comprehensive income 10 Consolidated balance sheet 12 Consolidated statement of changes In equity 13 Consolidated cash flow statement 14 Notes to the financial statements 51 Company balance sheet 52 Company statement of changes in equity 53 Company cash flow statement 54 Notes to the company financial statements COMPANY SECRETARY AND REGISTERED OFFICE S Hemsley, 400 Oxford Street, London \A/1 A1AB INDEPENDENT AUDITORS PricewaterhouseCoopers LLP, Chartered Accountants and Statutory Auditors, The Atrium, 1 Harefield Road, Oxbridge, UBB1EX COMPANY'S REGISTERED NUMBER The Company's registered number is 07826605. SHEL Holdings Europe Limited Strategic report for the period ended 28 January 2017 The directors present their strategic report and the audited financial statements of the Company and the Group for the period ended 28 January 2017. Review of the business Principal activities The principal activity of the Company is as a holding Company for Group activities which are department store arid online retailing. Results The financial statements reflect the results of SHEL Holdings Europe Limited and Its subsidiary undertakings. Turnover for the 52 weeks to 28 January 2017 was £1,205.7 million (52 weeks ended 30 January 2016; £1,032.8 million). Group profit on ordinary activities before taxation was £105.2 million (2016: £81.1 million). The profit after taxation for the financial period of £78.5 million (2016: £64.3 million) has been transferred to reserves. At 28 January 2017, the Group hgd net assets of £1,313.8 million (30 January 2016; £1,226.6m), which Is satisfactory for the directors. Despite the challenging economic climate, the Group continues to grow turnover and be profitable, which is in line with directors' expectations. This has been achieved by good performance in the underlying business, plus a continued capital investment in all stores. The full results for the period are set out in the consolidated income statement and other comprehensive income on page 9. Principal risks and uncertainties The Company Identifies and manages its key risks and uncertainties across its European businesses. These are monitored on an ongoing basis by directors and strategies are developed as appropriate to mitigate against such risks and minimise their Impact, The principal risks affecting the management of the business and the execution of the Company's strategy relate to: • The challenging economic environment in Europe Including the uncertainty created following the UK's decision to leave the European Union; the Group monitors this activity closely. • Operating In a highly competitive retail market; the Group delivers a strong commercial proposition for our customers and continues to invest In our business. • Employee retention and the ability to attract and recruit talent; employee engagement through our vision and values strengthens commitment to the business. • The impact of Interest rates on consumer demand and other financial risks; the Group's policies for dealing with these risks are discussed In note 24 Financial Risk Management. Key performance Indicators ("KPIs") The directors believe that other than the statutory KPIs of turnover, gross profit and operating profit set out in the profit and loss account there are no non-financial KPIs required to be reported to give a full understanding of the business. Approved by the Board of Directors on 28 March 2017 and signed on Its behalf by: S Hemsley Company secretary 2 SHEL Holdings Europe Limited Directors' report for the period ended 28 January 2017 The directors present their report and the audited financial statements for the Company and the Group for the 52 week period ended 28 January 2017 (2016: 52 weeks ended 30 January 2016). General Information The Company is a private company limited by shares, domiciled and incorporated in the United Kingdom. The Company's registered address is 400 Oxford Street London WiA iAB. The immediate parent undertaking is. RoUndwood Holdings Limited. The directors consider the ultimate parent company and controlling party to be Wittington Investments, Limited, which Is incorporated in Canada. Future developments The retail market Is expected to remain competitive in 2017; however the directors remain confident that the Company and Group will maintain its current level of performance in the future. Financial risk management and financial instruments The directors consider the Group's financial risk profile to be low, Liquidity and cash flow continue to be strong and credit risks are low due to the cash-based nature of the business and the strong cash flows generated. However, the Group is exposed to counterparty risk due to Its deposits held within financial Institutions, and the Group's operations do expose it to fluctuations in foreign currency exchange rates. The Group manages foreign exchange risk through the use of foreign exchange forward contracts. Further information on these risks and the methods employed to mitigate them cah be found In note 24 of the notes to the financial statements. Dividends An interim dividend of £0.27 (2016: £2,819) per ordinary share, amounting to £13.2 million (2016: £14.1 million) was paid In April 2016, The directors do not recommend the payment of a final dividend. Political donations No political contributions were paid in the period (2016: £25,000). Post balance sheet events After the reporting date, an Interim dividend of £38.5m was proposed by the board of directors and Is due to be paid in April 2017. Subsequent to the balance sheet date, there have been no other events requiring disclosure. Directors The directors who held office during the period and up to the date the financial statements were signed are: P G Kelly A R Graham J A Skelton A Batty L Weedall (appointed 17 October 2016) 3 SHEL Holdings Europe Limited Directors' report for the period ended 28 January 2017 (continued) No director had any interest in the Company during the period and up to the date the financial statements were signed. Directors' third-party and pension scheme indemnity provisions As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The Indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial year Directors' and Officers' liability insurance in respect of itself and its Directors, Employees The Group systematically provides employees with information on matters of concern to them, consulting them or their representatives regularly, so that their views can be taken into account when making decisions that are likely to affect their interests. Employee involvement in the Group is encouraged, as achieving a common awareness on the part of all employees of the financial and economic factors affecting the Group plays a major role in achieving the Group's business goals. The Group is committed to employment policies, which follow best practice, based on equal opportunities for all employees, irrespective of sex, race, colour, disability or marital status. The Group gives full and fair consideration to applications for employment from disabled persons, having regard to their particular aptitudes and abilities. Appropriate arrangements are made for the continued employment and training, career development and promotion of disabled persons employed by the Group. If members of staff become disabled the Group continues employment, either in the same or an alternative position, with appropriate retraining being given if necessary. Disclosure of information to auditors Each of the Company's current directors has taken appropriate steps to make himself/herself aware of relevant audit information and so far as each director Is concerned there is no relevant audit information of Which the Company auditors are unaware. The auditors, PricewaterhouseCoopers LLP, have indicated their willingness to continue in office, and a resolution that they be re-appointed will be proposed at the annual general meeting. Approved by the Board of Directors on 28 March 2017 and signed on its behalf by: J J A Skelton Director 4 SHEL Holdings Europe Limited Statement of directors1 responsibilities for the period ended 28 January 2017 The directors are responsible-for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the directors to prepare financial statements for each financial 52 week period. Under that law the directors have prepared the group financial statements in accordance with International Financial Reporting Standards (IFRSS) as adopted by the European Union ahd company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group and company for that period, in preparing the financial statements, the directors are required to: • select