Address Telephone Registration Number SSL International Annual Report 2004 SSL International plc +44 (0)20 7367 5760 388828 35 New Bridge Street Facsimile London +44 (0)20 7367 5790 EC4V 6BW Web www.ssl-international.com Annual Report 2004 International plc 1This is SSL International 2 Chairman’s Message £602.4m Designed and produced by 4Chief Executive’s Review williams and phoa 6 Operating Review Turnover (2003:£608.9m) 14 Corporate Social Responsibility Stated in accordance with FRS 5 Printed in the UK on paper 16 Financial Review made from 50 per cent pulp, 20 Group Board 50 per cent recycled fibres 22 Corporate Governance which is biodegradable. 24 Directors’ Report 25 Remuneration Report 31 Directors’ Responsibilities 31 Independent Auditors’ Report £74.5m to the Members of SSL International plc 32 Consolidated Profit and Loss Account Operating profit (2003:£82.0m) 33 Consolidated and Company Before charging exceptional items Balance Sheets 34 Consolidated Cash Flow Statement 35 Consolidated Statement of Total Recognised Gains and Losses 35 Reconciliation of Movements in Shareholders’ Funds 36 Notes to the Financial Statements £(7.5)m 65 Five Year Record 66 SSL Directory (Loss)/profit before tax 68 Company Information (2003:£39.1m) 68 Financial Calendar After charging exceptional items (4.2)p Basic (loss)/earnings per share (2003:13.1p) After charging exceptional items 8.1p Dividend per share (2003:12.3p) £227.5m Net debt (2003:£292.0m) £85.2m Free cash flow (2003:£39.1m) This is SSL International A focused global consumer healthcare company Consumer division Medical and industrial glove Manufacturing The Consumer division represented divestment programme Our manufacturing facilities are £408.2 million or 68 per cent As part of our stated strategy primarily located in the Far East of Group sales. to divest the medical division, and the UK. All condoms are we have successfully completed manufactured in-house at facilities, Our core branded consumer the divestment of the Marigold which are located mainly in the products accounted for £371.7 industrial gloves and UK wound Far East in Thailand and in our joint million or 91 per cent of total management businesses. In venture operations in India and consumer sales, which includes the addition, we have exchanged China. We also have in-house global brands of Durex and Scholl contracts for the sale of the Regent facilities in Spain. footcare and footwear, Over-The- Infection Control business. The Counter products sold in the UK remaining medical business is In the UK, there are five (eg Syndol, Meltus and Full Marks) Silipos, a mineral gel technology manufacturing facilities, which and the Sauber and Mister Baby based in the US. manufacture a wide range of brands sold in Southern Europe. products from Syndol to Scholl Flight Socks. During the year, Our other consumer business we closed the Remegel factory in represented £36.5 million or nine Liverpool and moved production per cent of total consumer sales to the pharmaceutical plant at and includes products under licence Peterlee. The Oldham factory that SSL distributes, for example, was sold as part of the sale of the Wilkinson Sword in Australia and wound management business. Coppertone in Japan, unbranded condom sales to governments and The manufacturing and packing global health organisations and facilities in Malaysia will be sold income from Scholl retail stores as part of the divestment of the in Scandinavia. Regent Infection Control business. Consumer — 68% Manufacturing — 60% Commercial — 40% Medical/Industrial — 32% Europe — 54% Europe — 18% Europe — 16% Europe — 28% Asia Pacific — 10% Asia Pacific — 2% Asia Pacific — 42% Asia Pacific — 3% Americas — 4% Americas — 12% Americas — 2% Americas — 9% Geographical analysis of turnover Employees by location SSL International plc Annual Report 2004 01 This is SSL International Chairman’s Message Financial performance Ian Martin Results for the year are complicated by our soon to be completed disposal programme. In the key area of consumer brand sales, however, there were a number of noteworthy achievements. Durex sales As a focused consumer growth continued with 7.4 per cent recorded for the full year, in line with the trend seen at the half year healthcare company, and ahead of last year. Scholl footcare grew 7.4 per cent in the second half generating a full year performance growth in the value of of 3.7 per cent. A similar trend was evident in OTC where second half sales growth of 1.5 per cent our brand portfolio is of reduced the decline of 5.4 per cent in the first half to a1.9 per cent decline on a full year basis. The footwear paramount importance business is now being prepared for growth with two specialist senior appointments and innovative to shareholders. product introductions. Our overall operating margin expectations were realised with an operating profit before exceptionals of £74.5 million generating a 12.4 per cent margin. This is lower than last year reflecting the dilutive effect of the Marigold industrial gloves disposal. The subsequent medical disposals will also reduce margins. Our on-going consumer business achieved an operating profit before exceptionals of £26.1 million at a margin of 6.4 per cent. This margin is expected to improve in the future as the effect of anticipated sales growth and continual cost control feed through. Our cash position continues to improve; free cash flow of £85.2 million was generated in the year, of which £61.1 million resulted from disposals. Working capital management improved further to 19.6 per cent of sales compared with 21.3 per cent last year. Notwithstanding the encouraging operating performance, we have recorded a loss per share of 4.2 pence in the period, compared with a profit last year of 13.1 pence. This results from losses on disposal of the Marigold industrial glove and wound management businesses, including recycling of goodwill previously written off against reserves, and the writedown of certain assets in anticipation of the forthcoming Regent Infection Control disposal. SSL International plc Annual Report 2004 02 Chairman’s Message — Ian Martin Dividends Board The Directors have reviewed the dividend policy in Garry Watts was appointed Chief Executive on light of the disposal programme, with particular 1 April 2004. He has been with SSL since February attention to the cash flow needs of the smaller business 2001 as Group Finance Director and since April 2003 – for example to fund brand development expenditure. has also been Managing Director of the Group’s The Board believes that dividends should be set so as European operations. to allow future dividend growth once an appropriate level of dividend cover has been achieved. Its present On 12 February 2004, Mike Pilkington, Group view is that cover of 2.5 times would be appropriate. Supply Chain Director was appointed to the Board. Mike joined SSL in April 2002, having previously Accordingly, the Board has decided to reduce its been Head of European Distribution and Supply historical levels of distribution and is recommending Chain Development at Kelloggs. a final dividend of 4.2p – 50 per cent of last year’s level. Taken with the interim dividend paid on 2 March Subsequent to the year end on 14 April 2004, of 3.9 pence, which was not reduced as it was declared Ian Adamson, previously Managing Director of the before the medical disposals had been effected, UK and Northern & Eastern Europe, was appointed the total payable for the year would be 8.1 pence. to the Board and to the position of Managing Director The final dividend will be paid on 2 September 2004 of the Group’s European operations. Ian has been with to shareholders on the register on 6 August 2004. SSL in a variety of management positions since 1991. Future direction Richard Adam joined in November 2003 as Non- As a focused consumer healthcare company, growth Executive Director and Chairman of the Audit in the value of our brand portfolio is of paramount Committee. He is currently Group Finance Director importance to shareholders. Accordingly our strategy of Associated British Port Holdings plc. is to focus on increasing the variable contribution generated by sales of core brands and, to the extent At the AGM to be held on 20 July, Bernd Beetz and consistent with this objective, to reduce the Group’s Tim Howden, both Non-Executive Directors are to cost base. step down from the Board to pursue other business interests. I would like to thank Bernd and Tim for their Sales growth, driven by effective advertising, will be contributions to SSL and wish them well in the future. sought through a concentration on higher margin products and the development of the Group’s current Outlook portfolio of leading brands such as Durex and Scholl. The current year brings with it certain transitional The Board therefore intends to maintain the Group’s service obligations in respect of the medical disposals advertising and promotional expenditure at broadly its which will initially constrain our cost reduction existing level of 15 to 16 per cent of sales. The simpler programme. We do not plan any other activity to structure of the Group will bring increased focus onto distract us from our objective of growing the value advertising, promotion and new product development. of our brand portfolio. The new year has begun satisfactorily and we believe that the outlook for Following completion of the proposed disposal, the remainder of the year and beyond is promising. overheads of the Group will be higher than necessary. The Board has conducted a detailed review of the Ian Martin, Chairman current cost base and has prepared a programme to 26 May 2004 reduce overheads, with particular emphasis on central costs.