ANNUAL REPORT & ACCOUNTS 2014 BOOKER GROUP PLC Equity House Irthlingborough Road DRIVING AND BROADENING THE BUSINESS Wellingborough Northants NN8 1LT BOOKER GROUP PLC www.bookergroup.com ANNUAL REPORT & ACCOUNTS 2014 Booker Group plc Annual Report & Accounts 2014 Financial Statements Booker Group is the UK’s leading food wholesaler. Report Strategic The Group now comprises Booker Wholesale, Makro, Booker Direct, Classic Drinks, Ritter Courivaud, Chef Direct and Booker India. Together we seek to provide caterers, retailers and small businesses with the best choice, price and service via the internet, delivery and cash and carry. Strategic Report Highlights 01 Business Profile and Key Performance Indicators 02 Chairman’s Statement 03 Governance Chief Executive’s Review 04 Group Finance Director’s Report 07 Corporate Social Responsibility Report 10 Risks and Uncertainties 14 Governance Directors’ Report 16 Directors and Officers 18 Corporate Governance Report 20 Audit Committee Report 25 Nomination Committee Report 30 Remuneration Report 32 Statement of Directors’ Responsibilities 50 Financial Statements Independent Auditor’s Report 51 to the Members of Booker Group plc Consolidated Income Statement 54 Consolidated Statement of Comprehensive Income 54 Consolidated Balance Sheet 55 Consolidated Cash Flow Statement 56 Statements Financial Consolidated Statement of Change in Equity 57 Notes to the Group Financial Statements 58 Company Balance Sheet 88 Notes to the Company Financial Statements 89 Directors, Officers and Professional Advisers 92 Notes: This document includes forward looking statements with respect to Booker Group plc’s (the Group’s) plans and its current goals and expectations relating to its future financial condition, performance and results. These forward looking statements sometimes contain words such as ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘may’, ‘might’, ‘will’, ‘could‘ or other words of similar meaning. Any forward looking statements made throughout this document represent management’s best judgement as to what may occur in the future. However, by their nature, forward looking statements involve known and unknown risks and uncertainties because they relate to future events and circumstances which may be beyond the Group’s control, including, among other things, those risks listed in the Risks and Uncertainties section of these Report and Accounts. As a result, the Group’s actual financial condition, performance and results for the current and future fiscal periods and corporate developments may differ materially from those expressed or implied by the plans, goals and expectations set forth in any forward looking statements, and persons receiving this document should not place reliance on forward looking statements. The Group expressly disclaims any obligation or undertaking (except as required by applicable law) to update the forward looking statements made in this document or any other forward looking statements it may make or to reflect any change in the Group’s expectation with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. Forward-looking statements made in this document are current only as of the date on which such statements are made. Booker Group plc Annual Report & Accounts 2014 Strategic Report HIGHLIGHTS Net (Debt)/Cash Sales change Operating Profit Dividend Per Share Strategic Report £m % £m p 2006 (124.8) (6.9) 21.7 – 2007 (76.6) (0.9) 35.7 – (47.2) 2.3 46.1 0.54 2008 (24.9) 3.3 57.8 0.87 2009 7.0 6.5 66.6 1.27 2010 27.1 6.2 76.5 1.67 2011 63.4 7.3 88.6 2.28 2012 77.2 3.5 97.9 2.63 2013 149.6 17.3 120.4 3.20 Financial Highlights Governance • Total sales £4.7bn, +17.3% • Booker like-for-like sales (excluding Makro) +2.1%. Non tobacco sales (excluding Makro) up 4.4% and tobacco sales down 1.7% • Operating profit (pre £3.4m net exceptional credit related to Makro acquisition), +23% to £120.4m • Operating profit (post exceptionals) £123.8m, +30% • Profit before tax (pre exceptionals) £118.7m, +25% • Profit after tax (post exceptionals) £105.2m, +38% • Basic earnings per share up 1.55 pence to 6.06 pence • Net cash improved to £149.6m (2013: £77.2m) • Total dividend of 3.20 pence per share, up 22% • Proposed return of capital of 3.50 pence per share Operational Highlights • Our plan to Focus, Drive and Broaden Booker Group continues to make progress • Our best ever customer satisfaction at Booker and Makro • Makro turnaround is on track, having delivered £26m of synergies Financial Statements Financial • Internet sales up 10% to £777m • Booker Direct, Ritter Courivaud, Classic and Chef Direct continue to make good progress • We now have six branches in India, having opened two branches in the year Return of Capital In July 2012 Booker Group plc issued £124m of shareholder equity to acquire Makro in the UK. Following the successful integration of Makro into the Group and a period of strong cash generation, the Board is proposing to implement a capital return to shareholders of 3.50 pence per ordinary share (at a cost of approximately £61m, based on the current issued share capital of the Company). It is proposed that this is achieved by the issue of a new class of “B” shares which shareholders will be able to redeem for cash. The return of capital requires the approval of shareholders, which will be sought at the Annual General Meeting on 9 July 2014. Further details of the proposed return of capital will be set out in a circular to shareholders which will accompany the notice convening this year’s Annual General Meeting. We currently anticipate returning a similar amount to shareholders in July 2015 and will provide an update on this at the 2015 Final Results announcement in May 2015, in light of circumstances prevailing at that time. 01 Booker Group plc Annual Report & Accounts 2014 Strategic Report BUSINESS PROFILE AND KEY PERFORMANCE INDICATORS In the UK, the Group has 172 Booker Wholesale business centres, 30 Makro stores and a national delivery network which includes the Ritter-Courivaud and Classic Drinks businesses. Customer Sales Sales Sales2 Sales Sales3 Numbers £bn £bn £bn £bn £bn 52 Weeks 000’s¹ 2010 2011 2012 2013 2014 Caterers 466 1.01 1.11 1.22 1.28 1.59 Retailers 129 2.31 2.41 2.56 2.62 2.69 SME/Others 903 0.07 0.08 0.08 0.09 0.40 Total 1,498 3.39 3.60 3.86 3.99 4.68 Of our sales, £3.2bn is non tobacco and £1.5bn is tobacco. Sales Sales Sales2 Sales Sales3 £bn £bn £bn £bn £bn 52 Weeks 2010 2011 2012 2013 2014 Non Tobacco 2.09 2.24 2.39 2.50 3.17 Tobacco 1.30 1.36 1.47 1.49 1.51 Total 3.39 3.60 3.86 3.99 4.68 £3.4bn of our sales are collected from the cash and carry by the customer. £1.3bn is delivered to the customers’ premises. Sales Sales Sales2 Sales Sales3 £bn £bn £bn £bn £bn 52 Weeks 2010 2011 2012 2013 2014 Collected from cash and carry 2.59 2.67 2.81 2.84 3.41 Delivered to customers’ premises 0.80 0.93 1.05 1.15 1.27 Total 3.39 3.60 3.86 3.99 4.68 Substantial progress has been achieved. 2010 2011 20122 20134 20143 Sales Change (52 Weeks) % +6.5 +6.2 +7.3 +3.5 +17.3 Customer Satisfaction % 83.4 83.3 83.6 84.4 85.4 Operating Profit (52 Weeks) £m 66.6 76.5 88.6 97.9 120.4 Net Cash £m 7.0 27.1 63.4 77.2 149.6 1 Includes approximately 503,000 customers of Booker Wholesale, 968,000 of Makro, 21,000 of Booker India, 3,000 of Ritter-Courivaud and 3,000 of Classic Drinks 2 2012 was a 53 week statutory reporting period 3 Includes Makro from 19 April 2013 (49 weeks) 4 Operating profit restated for the revision to IAS19 (Revised) in relation to pension accounting 02 Booker Group plc Annual Report & Accounts 2014 Strategic Report CHAIRMAN’S STATEMENT Strategic Report Booker Group plc has delivered another good performance I am pleased to report that Booker Much of the year has been spent Outlook Group plc has delivered another good bringing Makro into the Group. This is on The Group’s trading in the first seven performance. In the 52 weeks to 28 track. We are delighted to have the team weeks of the current financial year is March 2014 sales rose by 17% to £4.7bn from Makro join Booker Group. ahead of last year. We anticipate that and operating profit of £120.4m was up the challenging consumer and market 23%. Customer satisfaction continued I should like to thank all our colleagues environment will persist through the to improve and we had our best for their contribution to the success of coming year and the UK’s food market satisfaction scores ever. The financial the Group in the year just ended. remains very competitive. performance was good and the Group ended the financial year with net cash Basic earnings per share were 6.06 Whilst there is increasing price of £149.6m. The drive into the catering pence, up from 4.51 pence last competition in the UK grocery and market is working, with Booker like-for- year. Given the strong operational discount sectors, we will continue to Governance like sales to caterers (excluding Makro) performance and cash flow of the deliver our plans to offer our customers up by 7.1%. Booker like-for-like sales to business the Board recommends the even better choice, prices and service retailers (excluding Makro) fell by 0.5%, payment of a final dividend of 2.75 supported by the continued delivery of the due to a contraction in the UK duty paid pence per share (2013: 2.25 pence per Makro synergy plans and our efficiency tobacco market.