compassfinance
FINANCIAL DIRECTION
Compass Finance Group plc
Annual Report & Accounts
2004 contents
compassfinance group plc
Pro-forma financial highlights 1
Financial calendar 1
Chairman’s statement 2
Chief Executive’s review 5
Directors’ biographies 7
Directors’ report 8
Statement of directors’ responsibilities 10
Independent auditors’ report 11
Consolidated profit and loss account 12
Consolidated statement of
total recognised gains and losses 12
Consolidated and parent company balance sheet 13
Consolidated cash flow statement 14
Reconciliation of net cash flow
to movement in net debt 14
Notes to the accounts 15
Accounting policies 15
Advisers and contacts 28
Notice of Annual General Meeting 29
Form of Proxy 31 pro forma financial highlights**
compassfinance group plc 1
financial calendar
Annual General Meeting 23 February 2005
Interim announcement June 2005
Preliminary announcement December 2005
** Includes the trading businesses of Compass Finance
Ltd and Compass Homeloans Ltd for the 12 months
periods ending 30 September each year. The trade of
Compass Homeloans Ltd was hived up into Compass
Finance Ltd on 31 December 2002. 2003 pro-forma
figures include three months of Compass Homeloans Ltd
unaudited management accounts for 1 October 2002 to
31 December 2002. The results of Compass Finance
Group plc are included from 8 March 2004.
staff numbers loans brokered £m
turnover £m no. of completions
EBITDA £’000 chairman’s statement
2 compassfinance group plc
Introduction
On behalf of the Board of Compass Finance Group plc (“Compass Finance” or “the Group”),
I am pleased to present the results for the period ended 30 September 2004.
The Group was originally incorporated on 9 April 2003 and was formerly known as Sound
Growth plc up until its acquisition of the entire issued share capital of Compass Finance Ltd
(and its dormant subsidiary Compass Homeloans Ltd) and Compass Capital Planning Ltd
(dormant) on 8 March 2004. On the same date the Company changed its name and
commenced trading. The consolidated figures therefore only include the results for the Group
for the period from 8 March 2004 to 30 September 2004. On 8 September 2004 the trading
assets of Compass Finance Ltd were hived up into Compass Finance Group plc and is now
the only trading company in the Group.
On 8 March 2004 and in conjunction with this acquisition the Group floated on AIM and
commenced trading.
The Group is a finance broker and packager of re-mortgages, secured loans and unsecured
loans for clients requiring debt consolidation and financial solutions. It should be noted that
Compass Finance does not lend money to customers; the Group earns its income from
commissions and fees received primarily from third party lenders.
Statutory Results
For the period from 9 April 2003 to 30 September 2004, the Group reported turnover of
£8.57 million and a profit before tax of £1.52 million. For the same period earnings per share
were 1.46p.
In the period 8 March 2004 to 30 September 2004, following the acquisition of Compass
Finance Limited, the Group received broking commission on funds of £115 million which were
lent to customers by a number of lenders. Net debt at 30 September 2004 was £2.21 million
resulting in gearing at 30 September 2004 of 33%.
The net asset value of the Group as at 30 September 2004 was £6.64 million.
Pro-forma Results
The statutory results from 9 April 2003 to 30 September 2004 are contained in full in the
financial statements from page 12. In order to understand the underlying trends on a year on
year basis, the operating results presented and discussed here are pro-forma unaudited
results for the 12 months to September 2004 and September 2003 unless otherwise stated. 
Pro-forma Pro-forma
12 months period ended 12 months period ended Percentage
30 September 2004 30 September 2003 increase
£’000 £’000
Turnover 13,156 8,258 + 59%
Administrative costs (10,526) (6,385)
EBITDA** 2,630 1,873 + 40%
Depreciation/amortisation (443) (116)
Profit before interest and taxation 2,187 1,757 + 24%
Interest (131) (8)
Profit before taxation 2,056 1,749 + 18%
** EBITDA being operating profit before the deduction of depreciation and amortisation. compassfinance group plc 3
Compass Finance includes the trading businesses of Compass Finance Ltd and Compass
Homeloans Ltd for the 12 months periods ending 30 September each year. The trade and
assets of Compass Homeloans Ltd were hived up into Compass Finance Ltd on 
31 December 2002. The 2003 pro-forma figures include three months of Compass
Homeloans Ltd’s unaudited management accounts for 1 October 2002 to 31 December
2002. The results of Compass Finance Group plc are included from 8 March 2004.
Pro-forma turnover of the Group’s companies for the 12 months to 30 September 2004 was
£13.16 million which reflected record sales in the last six months of £7.54 million. 
Pro-forma operating profit for the 12 months period to 30 September 2004 was £2.19 million
(2003: £1.76 million). The 2004 profit before tax includes costs associated with the
acquisition of Compass Finance Ltd from 8 March 2004 to 30 September 2004 totalling
£524,000, including bank loan interest of £142,000 and amortisation of £278,000. Adding
back the £524,000 the adjusted profit before tax and plc costs is £2.58 million, which is 48%
up on 2003.
Dividends
In view of the sustained growth in profits, the Board has decided to pay a maiden final
dividend of 0.15p per share for the period ended 30 September 2004. Subject to approval of
shareholders at the Annual General Meeting to be held on 23 February 2005, the dividend will
be paid on 6 April 2005 to those shareholders on the register at 18 February 2005. 
Subject to the Group’s results, the Board plans to implement a progressive dividend policy
going forward.
Operating Highlights
On 17 September 2004 the Group received authorisation from the Financial Services
Authority (FSA) to conduct mortgage and general insurance business following legislative
changes.
To underline the Group’ s growth, I have summarised the last five year’ s sales history of the Group’ s
companies on an annualised basis. This includes the trading businesses of Compass Finance Ltd
and Compass Homeloans Ltd for the 12 months periods ending 30 September each year. From 8
March 2004 the results of Compass Finance Group plc are included. 
£’000 2000 2001 2002 2003 2004
Turnover 469 1,109 3,446 8,258 13,156 
The encouraging sales growth for the period ended 30 September 2004 reflects the
commissions earned from increasing volumes of loans sold. As at 30 September 2004, £180
million of loans had been packaged compared to £118 million for the year ended 30
September 2003.
Staff numbers during the period have grown from 79 to 115 reflecting the growth in new
business. I have summarised the last five years’ employee numbers (as at the September
year ends):
At 30 September 2000 2001 2002 2003 2004
Employee No.s 8 18 47 79 115  4 compassfinance group plc
The Group attracts customers through target marketing and advertising. It then undertakes a
comprehensive fact-find to ensure the needs and circumstances of the client are matched to
one of a portfolio of lenders. To complement this, a service based approach with personal
visits to customers by client account executives enables the Group to convert 18% of all
enquiries received. 
Current Market Conditions 
The housing market is not showing the significant rises it did earlier on in 2004. As Compass
Finance rarely provides new mortgages, its fortunes are not directly aligned to the housing
market. Any sustained reduction in house prices, along with continued interest rate rises,
would impact on the mortgage market, and we believe that demand for the Group’s services
could feasibly increase, as debt servicing becomes more onerous. 
Consumer debt now borders on £1trillion in the UK. With the Group’s penetration into its
chosen markets remaining minimal, organic growth continues to be the main strategy,
although other expansion opportunities will be explored when appropriate.
Customer borrowing has been at record levels, fuelled by historically low interest rates.
Recent interest rate rises have shifted the opportunity to debt consolidation products as
customers struggle to service existing debt.
The new FSA regulatory environment will further improve the perception of the mortgage
industry and drive consolidation, providing the Group with the opportunity to consider
acquiring businesses and to build market share.
Current Trading and Prospects
The UK debt consolidation market has experienced significant growth in recent years and
Compass Finance has established itself as a force within the mortgage and loans broking
industry. A combination of tailored customer service, marketing specifically targeted at
borrowers requiring debt consolidation and credit repair, and industry leading levels of
conversion of new leads has produced strong growth and momentum.
Trading since the 30 September 2004 has been encouraging and in line with management’s
expectations, the Board expects further good progress in the current year and remains
confident about the Group’s long-term potential.
Grenville Folwell
Non-Executive Chairman
7 December 2004 chief executive’s review
compassfinance group plc 5
Summary performance
I am pleased to report that 2004 has been a very exciting year for Compass Finance Group
plc, including flotation on AIM in March, a substantial increase in staff numbers and a 59%
increase in pro-forma revenue from £8.26m in 2003 to £13.16m in 2004. 
The statutory results generated £8.57m of sales revenue with the resultant profit before tax
of £1.52m. Profit after tax was £977,000. I am particularly pleased that these excellent results
have allowed the Board to announce a maiden final dividend of 0.15p per share, following
which £877,000 of retained earnings will be transferred to reserves.
We have made significant progress in building a strong and experienced management team
who I am confident can deliver the ambitious targets we have set ourselves for the coming
year. Our investment in people has enabled us to continue to deliver market leading sales
conversion rates, excellent customer service and a speedy and efficient completions process.
We have also strengthened the infrastructure of the business through continued investment
in state of the art IT solutions and systems.
All our business sectors experienced revenue growth in the year to 30th September 2004.
Sales Mix
Mortgage/re-mortgage
Our revenue from mortgage and re-mortgage broking activities grew £2.5m to £5.1m and
now stands at 39% of total revenue compared with 34% in 2003. We plan to develop this
division further and expand into areas of mortgage broking where we have limited or no
presence.
Secured loans
Revenue from our second charge broking grew £2.7m to £7.4m. It is currently 57% of our
business compared to 59% in 2003. We anticipate further strong revenue growth from the
secured loans division during 2005.
Other sales
The balance of revenue comprised commissions from arranging unsecured loans, insurance
sales and other activities. 6 compassfinance group plc
New initiatives
We continue to generate a substantial amount of business from our expanding client base, a
testament to the high quality service these customers have received in the past. We plan to
offer a wider range of products and services to these clients during 2005 and we are also
developing our presence in the business to business and affinity sectors.
We are scheduled to relocate to larger offices during 2005 and this should offer us a variety
of opportunities to streamline systems and improve efficiencies further.
Financial Services Authority authorisation
On 17 September 2004 we received our authorisation from the Financial Services Authority
(FSA) to conduct mortgage and general insurance business following legislative changes on
31 October 2004. This legislation should further complement our business as increased
emphasis is placed on advice and a higher level of personal attention to customer needs.
Corporate governance
We are committed to good corporate governance with our plc Board comprising 3 executive
and 2 non-executive directors, meeting monthly to discuss strategy, direction and future
development of the Company. We have established Audit and Remuneration Committees
which consist of the non-executive directors.
Prospects
Compass Finance Group plc is in a strong financial position and well placed to continue to
grow. The Group’s penetration into its chosen markets remains minimal and with the UK
outstanding consumer debt now bordering £1trillion, organic growth remains the core
strategy, although acquisitions will be considered where appropriate. The Group is focused
on delivering strong earnings growth during 2005 and developing a progressive dividend
policy.
Overall I am confident that we can continue the great success story that Compass has
become since its formation and look forward to the new financial year with confidence. 
In conclusion, I must thank all my colleagues for the hard work and dedication they have
contributed during the year.
Christopher Smith
Chief Executive Officer
7 December 2004 compassfinance group plc 7
directors’ biographies
Grenville Folwell, age 61, Non-executive Chairman
Gren was Deputy Chief Executive of Halifax plc from 1996 to 1999, having joined the board
as Group Finance Director in 1989. During his time on the board of Halifax plc he was
involved in the merger and subsequent integration of the Halifax and Leeds Permanent
Building Societies. He was also involved in the £18 billion flotation of Halifax plc, and
negotiated on a number of acquisitions, including the successful £750 million hostile takeover
of Birmingham Midshires Building Society. Gren’s other current non-executive directorships
include the Partnership UK plc, Debt Free Direct plc, Institute of Public Finance Limited and
Software Solutions Partners Limited. In 1995 Gren was president of the Chartered Institute of
Public Finance and Accountancy.
Christopher Smith, age 45, Chief Executive Officer
Chris has experience of mortgage broking and has enjoyed a career within the mortgage
industry since 1985, initially as an adviser and manager, then subsequently as a sole trader
and latterly as a joint founding director of Compass Finance. Within Compass Finance, he has
specific responsibility for corporate strategy, business development, marketing and
compliance. Chris has a number of property interests and is a director of Paramount Sterling
Associates Limited, a property company.
Mark Butterwick, age 42, Chief Operating Officer
Mark has experience in both the financial and mortgage broking markets since 1987. He was
employed initially as a regional sales manager for Royale Financial Services and subsequently
formed his own business, Finance First, in 1990 which traded as a secured loan broker. As a
founder shareholder and director of Compass Finance, Mark is principally concerned with
operation functions, training, systems and administration.
Richard Hughes, age 36, Non-executive Director
Richard has over 15 years experience of corporate activity including flotations, capital raisings
and mergers and acquisitions for both public and private companies. He was until recently a
managing director of Altium Capital Limited (formerly Apax Partners & Co. Corporate Finance
Limited) having set up the Manchester office in 1996. Richard is a partner of Zeus Partners
and a director of Zeus Capital Limited which is a FSA regulated company providing corporate
finance advice. He is also director of a number of private companies.
Michael Fort, age 45, Executive Director
Michael has financial and management experience in a number of corporate environments.
He is currently chairman of Zi-Medical plc, an AIM quoted medical devices company, director
of Synexus Limited, a venture capital backed clinical research company as well as holding
directorships in a number of other medium sized enterprises. He was latterly director of Trinity
Healthcare Limited until its sale to Chiesi Farmaceutical SpA. He is a fellow member of the
Chartered Institute of Management Accountants. He has specific responsibility for the finance
function of the Company. directors’ report
8 compassfinance group plc
The directors present their annual report and the audited financial statements for the period
ended 30 September 2004.
Principal activities
The principal activity of the Group in the period under review was that of finance broking.
Business review
The Group results for the period recorded a profit of £977,000 on a turnover of £8,568,000.
The Company was formed on 9 April 2003 and subsequently changed its name to Sound
Growth plc. On 8 March 2004 the Company listed on the Alternative Investment Market (AIM),
acquired the share capital of Compass Finance Limited (trading) and Compass Capital
Planning Limited (dormant) and changed its name to Compass Finance Group plc.
On the 8 September 2004 the trade and assets of Compass Finance Limited were hived up
to Compass Finance Group plc.
Proposed dividend and results for the year
The directors propose a final maiden dividend of 0.15p per ordinary share totalling £100,000.
The retained profit of £877,000 has been transferred to reserves.
Directors and directors’ interests
The directors who held office during the year were as follows:
Executive
MW Butterwick (appointed 8 March 2004)
MJ Fort (appointed 8 March 2004)
CJ Smith (appointed 8 March 2004)
Non Executive
GJ Folwell (Chairman) (appointed 8 March 2004)
RI Hughes (appointed 9 April 2003)
The beneficial interests of the directors holding office on 30 September 2004 in the issued
share capital of the company were as follows:
Class of share 30 September 2004
MW Butterwick Ordinary 0.5p 11,725,000
GJ Folwell (Chairman) Ordinary 0.5p 416,667
MJ Fort Ordinary 0.5p 3,000,019
RI Hughes Ordinary 0.5p 6,001,010
CJ Smith Ordinary 0.5p 11,725,000
Share options and employee share ownership
Employee involvement in the overall performance of the Group has been encouraged by
employee share option schemes as detailed in note 20 on page 23.
EMI options have been granted over ordinary shares to an employee of the Group under the
provisions of the Enterprise Management Incentives (“EMI”) legislation contained in Schedule
5 ITEPA 2003. The EMI options take the form of a contract between the Company and the
individual.
Unapproved share options have been granted over ordinary shares to an employee of the
Group. These options are embodied in the contract between the Company and the individual.
The Group intends to grant further EMI options and unapproved share options to directors
and employees of the Group in future. These options will be subject to performance
conditions set by the board of directors. directors’ report
compassfinance group plc 9
Corporate governance
The Board of Directors fully supports the underlying principles of corporate governance
recommended by the Combined Code, not withstanding that the Company is not required to
comply with such recommendations. 
The Company has an audit committee and remuneration committee, each of which consists
of the non-executive directors. The audit committee has unrestricted access to the Group’s
auditors. 
The Board generally meets on a monthly basis. It considers all issues relating to the strategy,
direction and future development of the Company.
Employment policy
It is the Group’s policy that there should be no discrimination against any person on the
grounds of race, sex, religion or otherwise.
In accordance with the Group’s equal opportunities policy, disable people are given the same
consideration as others when they apply for a job. Depending on their skills and abilities, they
enjoy the same career prospects and scope for realising their potential as other employees.
If an existing employee becomes disabled, reasonable steps are taken to retain him/her in
employment.
Within the bounds of commercial confidentiality, staff are kept reasonably informed of matters
that affect the progress of the Group and are of interest to them as employees.
Payments to suppliers
The Group does not have a standard creditor payment policy but seeks the best possible
terms from suppliers appropriate to its business and, in placing orders, gives consideration to
quality, price and terms of payment, which will be agreed with suppliers when the details of
each transaction are settled. The Group will continue to honour its contractual and other legal
obligations and to pay creditors on the dates agreed in contracts and purchase orders. The
Group and the Company had 16 days purchases outstanding at 30 September 2004.
Political and charitable donations
The Group’s charitable donations for the year amounted to £500. There were no political
contributions.
Auditors
During the year Chadwicks Chartered Accountants were appointed as auditors of the
company and subsequently resigned. KPMG Audit Plc were then appointed auditors. 
In accordance with Section 384 of the Companies Act 1985, a resolution for the re-
appointment of KPMG Audit Plc as auditors of the Company is to be proposed at the
forthcoming Annual General Meeting.
By order of the board
C Smith
Director Compass House
New Hall Hey Road
Rawtenstall
Rossendale
Lancashire BB4 6HH
7 December 2004 statement of directors’ responsibilities
10 compassfinance group plc
Company law requires the directors to prepare financial statements for each financial year
which give a true and fair view of the state of affairs of the company and of the profit or loss
for that period. In preparing those financial statements, the directors are required to:
● select suitable accounting policies and then apply them consistently;
● make judgements and estimates that are reasonable and prudent;
● state whether applicable accounting standards have been followed, subject to any
material departures disclosed and explained in the financial statements;
● prepare the financial statements on the going concern basis unless it is inappropriate
to presume that the company will continue in business.
The directors are responsible for keeping proper accounting records which disclose with
reasonable accuracy at any time the financial position of the company and to enable them to
ensure that the financial statements comply with the Companies Act 1985. They have general
responsibility for taking such steps as are reasonably open to them to safeguard the assets
of the company and to prevent and detect fraud and other irregularities. independent auditors’ report
compassfinance group plc 11
KPMG Audit Plc
Edward VII Quay
Navigation Way
Preston
PR2 2YF
United Kingdom
Independent auditors’ report to the members of Compass
Finance Group plc (formerly Sound Growth plc)
We have audited the financial statements on pages 12 to 27.
This report is made solely to the company’s members, as a body, in accordance with section
235 of the Companies Act 1985. Our audit work has been undertaken so that we might state
to the company’s members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company and the company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors are responsible for preparing the directors’ report and, as described on page 10,
the financial statements in accordance with applicable United Kingdom law and accounting
standards. Our responsibilities, as independent auditors, are established in the United Kingdom
by statute, the Auditing Practices Board and by our profession’s ethical guidance.
We report to you our opinion as to whether the financial statements give a true and fair view
and are properly prepared in accordance with the Companies Act 1985. We also report to
you if, in our opinion, the directors’ report is not consistent with the financial statements, if the
company has not kept proper accounting records, if we have not received all the information
and explanations we require for our audit, or if information specified by law regarding
directors’ remuneration and transactions with the company is not disclosed. 
Basis of audit opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing
Practices Board. An audit includes examination, on a test basis, of evidence relevant to the
amounts and disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgements made by the directors in the preparation of the financial
statements, and of whether the accounting policies are appropriate to the Group’s
circumstances, consistently applied and adequately disclosed. 
We planned and performed our audit so as to obtain all the information and explanations
which we considered necessary in order to provide us with sufficient evidence to give
reasonable assurance that the financial statements are free from material misstatement,
whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated
the overall adequacy of the presentation of information in the financial statements. 
Opinion
In our opinion the financial statements give a true and fair view of the state of the affairs of the
Company and the Group as at 30 September 2004 and of the profit of the Group for the
period from 9 April 2003 (date of incorporation) to 30 September 2004 and have been
properly prepared in accordance with the Companies Act 1985. 
KPMG Audit Plc 7 December 2004
Chartered Accountants
Registered Auditor consolidated profit and loss account
for the period from 9 April 2003 to 30 September 2004
12 compassfinance group plc
9 April 2003
to 30 September
2004*
Note £000
Turnover 1 8,568
Administrative expenses (6,909)
1111
Operating profit 2-5 1,659
Interest receivable and similar income 6 14
Interest payable and similar charges 7 (149)
1111
Profit on ordinary activities before taxation 1,524
Tax on profit on ordinary activities 8 (547)
1111
Profit on ordinary activities after taxation 977
Dividends 9 (100)
1111
Retained profit for the period 877
3333
Earnings per share - basic and diluted 10 1.46p
3333
*Represents the trading period from 8 March 2004 to 30 September 2004 (see note 1)
All of the above transactions relate to acquisitions (see note 1).
consolidated statement of total recognised gains
and losses
for the period from 9 April 2003 to 30 September 2004
There were no other gains and losses in the period other than those reported in the consolidated profit and loss account above. consolidated and parent company balance sheet
as at 30 September 2004
compassfinance group plc 13
2004 2004
Note £000 £000
Fixed assets
Intangible assets 11 9,631
Tangible assets 12 377
Investments 13 –
1111
10,008
Current assets
Debtors 14 1,311
Cash at bank and in hand 1,450
1111
2,761
Creditors: amounts falling due within one year 15 (2,520)
1111
Net current assets 241
1111
Total assets less current liabilities 10,249
Creditors: amounts falling due after more than one year 16 (3,598)
Provisions for liabilities and charges 19 (9)
1111
6,642
3333
Capital and reserves
Called up share capital 20 335
Share premium 21 5,430
Profit and loss account 21 877
1111
Shareholders’ funds 23 6,642
3333
These financial statements were approved by the board of directors on 7 December 2004 and were signed on its behalf by:
C Smith
Director consolidated cash flow statement
for the period 9 April 2003 to 30 September 2004
14 compassfinance group plc
2004
Note £000
Net cash inflow from operating activities 24 1,768
Return on investments and servicing of finance 25 (114)
Taxation (757)
Capital expenditure 25 29
Acquisitions 25 (6,125)
1111
Net cash outflow before financing (5,199)
Financing 25 6,649
1111
Increase in cash in the period 1,450
3333
reconciliation of net cash flow to movement
in net debt
for the period 9 April 2003 to 30 September 2004
2004
£000
Increase in cash in the period 1,450
Cash inflow from change in debt (3,385)
1111
Changes in net debt resulting from cash flows (1,935)
Finance leases acquired with subsidiary (193)
New finance leases (84)
Net debt at beginning of period –
1111
Net debt at end of period (2,212)
3333 notes
(forming part of the finanical statements)
compassfinance group plc 15
1 Accounting policies
The following accounting policies have been applied consistently in dealing with items which are considered material
in relation to the Group’s financial statements. 
Basis of preparation
The financial statements have been prepared in accordance with applicable accounting standards and under the
historical cost accounting rules.
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its material subsidiary
undertaking made up to 30 September 2004. The acquisition method of accounting has been used.
The Company was incorporated on 9 April 2003 and re-registered as a public limited company on 9 December 2003.
On 8 March 2004 the company acquired the entire issued share capital of Compass Finance Limited (trading) and
Compass Capital Planning Limited (dormant). Under the acquisition method of accounting the results of subsidiary
undertakings acquired are included in the consolidated profit and loss account from the date of acquisition, being 8
March 2004, to the year end, being 30 September 2004. The results on page 12 therefore represent six months and
23 days trade. 
On 8 September 2004 the Company acquired the trade and assets of Compass Finance Limited.
A separate profit and loss account dealing with the results of the Company alone for the period 9 April 2003 to
30 September 2004 has not been presented as permitted by section 230 of the Companies Act 1985.
Related party transactions
The directors have taken advantage of the exemption in Financial Reporting Standard Number 8, paragraph 3(c) and
have not disclosed transactions with entities that are part of the Compass Finance plc group.
Goodwill
Purchased goodwill (representing the excess of the fair value of the consideration given over the fair value of the net
assets acquired) arising on business combinations in respect of acquisitions is capitalised. Positive goodwill is
amortised to nil by equal annual instalments over its estimated useful life of twenty years. 
Fixed assets and depreciation
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:
Computer equipment – 33% on straight line balance
Motor vehicles – 33%/25% on reducing balance 
Fixtures and fittings – 33% on straight line balance
Taxation
The charge for taxation is based on the profit for the year and takes into account taxation deferred because of timing
differences between the treatment of certain items for taxation and accounting purposes. Provision is made in full for
deferred tax liabilities in accordance with FRS 19. Deferred tax assets are recognised to the extent that, on the basis
of all available evidence it is more likely than not that all amounts are recoverable.
Turnover
Turnover represents commissions and fees due on loan contracts completed and signed during the year, excluding
value added tax.
Leases
Assets acquired under finance leases are capitalised and the outstanding future lease obligations are shown in
creditors. Operating lease rentals are charged to the profit and loss account on a straight line basis over the period of
the lease. 16 compassfinance group plc
Employee share option schemes
The cost of awards to employees that take the form of shares or rights to shares are recognised over the period of the
employee’s related performance. Where there are no performance criteria, the cost is recognised when the employee
becomes unconditionally entitled to the shares.
Pensions
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from
those of the company in an independently administered fund. Contributions payable for the year are charged in the
profit and loss account.
2 Operating profit
Period 9 April 2003
to 30 September 2004
£000
The operating profit is stated after charging: 
Depreciation - plant and machinery 97
Amortisation 277
Auditors remuneration:
Audit (including £2,000 for the parent company audit) 24
Non audit (in addition £4,000 of fees have been capitalised as part of
the goodwill on acquisition) 10
Operating leases - plant and machinery 16
3333
3 Staff numbers and costs
The average number of persons employed by the Company (including directors) during the period 8 March 2004 to
30 September 2004, analysed by category, was as follows:
Number of
Employees
2004
Management 12
Sales 88
Administration 7
1111
107
3333
The aggregate payroll costs of these persons were as follows:
Period 9 April 2003
to 30 September 2004
£000
Wages and salaries 1,917
Social security costs 217
Other pension costs 23
1111
2,157
3333 compassfinance group plc 17
4 Remuneration of directors
Period 9 April 2003
to 30 September 2004
£000
Emoluments payable to directors 158
Fees payable to related parties 28
1111
186
3333
There are no retirement benefits are accruing to directors.
5 Pensions
The Company operates a defined contribution scheme covering certain employees. The assets of the scheme are
separately held from those of the company in independently operated funds. The pension costs charged represent the
contributions paid by the Company and amounted to £23,000. Amounts outstanding at the year end were £nil.
6 Interest receivable and similar income
Period 9 April 2003
to 30 September 2004
£000
Bank account interest 14
3333
7 Interest payable and similar charges
Period 9 April 2003
to 30 September 2004
£000
On bank loans and overdrafts 142
Finance charges payable in respect of finance leases and hire purchase contracts 7
1111
149
3333 18 compassfinance group plc
8Taxation on profit on ordinary activities
Period 9 April 2003
to 30 September 2004
£000
UK corporation tax at 30 % 547
3333
Tax reconciliation
Period 9 April 2003
to 30 September 2004
£000
Profit on ordinary activities before taxation 1,524
3333
Profit on ordinary activities multiplied by the rate of corporation tax in the UK at 30% 457
Effects of :
Expenses not deductible for tax purposes (including goodwill amortisation) 87
Depreciation for period in excess of capital allowances 2
Fixed asset disposal (5)
Other 6
1111
547
3333
9 Dividends
Period 9 April 2003
to 30 September 2004
£000
Ordinary shares:
Proposed dividend of 0.15p per share 100
3333
10 Earnings per share
The calculation of earnings per share is based on earnings of £977,000. The calculation of basic earnings per share
is based on a weighted average number of ordinary shares in issue during the period from 8 March 2004 to
30 September 2004 of 66,949,792. Diluted earnings per share has been calculated, on the same basis as above,
except that the weighted average number of ordinary shares that would be issued on conversion of all the dilutive
potential ordinary shares (arising from the Group’s share option scheme) into Ordinary shares has been added to the
denominator. There has been no changes to the profit as a result of the dilutive calculation.
No.s of shares
’000
Weighted average number of 0.5p ordinary shares in issue 66,950
Effect of dilutive potential ordinary shares 73
1111
Weighted average number of 0.5p ordinary shares in issue plus assumed conversion 67,023
3333 compassfinance group plc 19
11 Intangible fixed assets
Goodwill
Group £000
Cost
Additions 9,908
3333
Amortisation
Charged in period 277
3333
Net book value
At 30 September 2004 9,631
3333
Additions in the year relate to the purchase of the entire issued share capital of Compass Finance Limited and
Compass Capital Planning Limited on 8 March 2004.
Goodwill
Company £000
Cost
Additions 9,660
3333
Amortisation
Charged in period 29
3333
Net book value
At 30 September 2004 9,631
3333
Additions relate to the purchase of the trade and assets of Compass Finance Limited on 8 September 2004.
12 Tangible fixed assets
Plant and machinery
Group Company
Group and Company £000 £000
Cost
On acquisition of subsidiary undertaking 418 –
On acquisition of trade and assets – 379
Additions 153 9
Disposals (169) –
1111 1111
At 30 September 2004 402 388
3333 3333
Depreciation
Charge for year 97 11
Eliminated on disposal (72) –
1111 1111
At 30 September 2004 25 11
3333 3333
Net book value
At 30 September 2004 377 377
3333 3333
The net book value of tangible fixed assets includes £179,000 in respect of assets held under finance leases or hire
purchase contracts. The depreciation charge in respect of such assets amounted to £40,000. 20 compassfinance group plc
13 Fixed asset investments
The trading companies listed below are those which principally affected the amount of profit during the period and
assets of the Group. Unless otherwise stated, companies are registered in England and Wales. A full list of subsidiaries
will be annexed to the next Annual Return of the company to be filed with the Registrar of Companies. 
Class and percentage of shares
Subsidiary undertakings Principal Activity held and voting rights
Compass Finance Limited Finance broking 100% ordinary
On 8 March 2004 the Group acquired Compass Finance Limited for £11,225,000, including acquisition costs.
Details of the net assets acquired by category and the composition of the consideration of the newly acquired
subsidiary is set out in note 22 on page 24.
14 Debtors: amounts falling due within one year
2004
£000
Group and Company
Trade debtors 345
Prepayments and accrued income 966
1111
1,311
3333
15 Creditors: amounts falling due within one year
2004
£000
Group and Company
Bank loan 682
Hire purchase contracts and finance leases 49
Trade creditors 495
Taxation and social security 142
Corporation tax 386
Accruals and deferred income 433
Deferred consideration 333
1111
2,520
3333 compassfinance group plc 21
16 Creditors: amounts falling due after more than one year
2004
£000
Group and Company
Bank loan 2,818
Other creditors 113
Deferred consideration 667
1111
3,598
3333
2004
£000
Bank loans
Group and Company
Within one year 682
Within one to two years 734
Within two to five years 2,084
1111
3,500
3333
Term loans
The Group and Company has a bank loan of £3,500,000. The loan is repayable over five years and will be fully paid
by 8 March 2009. The loans was granted on the acquisition of the entire share capital of Compass Finance Limited
and enjoyed a six month capital payment holiday. The first capital repayment was made on 8 October 2004. Interest
on the loan is charged at 2.5% over bank base rate. The loan is secured via certain corporate guarantees and
debentures over the assets of the Company.
The maturity of obligations under finance lease and hire purchase contracts is as follows:
2004
£000
Group and Company
Within one year 49
Within two to five years 113
1111
162
3333 22 compassfinance group plc
17 Financial instruments
The Group’s financial instruments at the year end comprised cash, bank borrowings, hire purchase finance and various
non derivative financial instruments such as trade debtors and trade creditors. As permitted by Financial Reporting
Standard 13 short term debtors and creditors have been excluded from the disclosures in this note.
The Group uses financial instruments to manage financial and commercial risk wherever it is appropriate to do so. The
main risks arising from the Group’s financial instruments are interest rate risk and liquidity risk.
Interest rate risk
The Group finances its operations by a mixture of retained profits, bank borrowings and hire purchase arrangements.
The interest rate risk profile of the Group’s financial liabilities is as follows:
2004
Sterling
£000
Financial liabilities:
Fixed rate 162
Floating rate 3,500
1111
3,662
3333
Fixed rate weighted average interest rate at 30 September 7.1%
3333
Interest on floating rate financial liabilities is based on the relevant bank base rate plus 2.5%.
The Group has no derivative financial instruments at 30 September 2004 and in the opinion of the Board the fair value
of the Group’s financial assets and liabilities is equal to book value.
Liquidity risk
Throughout the year the Group’s policy has been to ensure the continuity of funding through loan and hire purchase
funding. Short term flexibility is achieved by overdraft facilities. The maturity profile of financial liabilities is as follows:
2004
£000
Due within one year 731
Due between one and two years 781
Due between two and five years 2,150
1111
3,662
3333
18 Commitments
The following operating lease payments are committed to be paid within one year:
2004
£000
Group and Company
Expiring:
Within one year –
2 to 5 years 42
3333
There are no capital commitments at 30 September 2004 in either the Company or the Group. compassfinance group plc 23
19 Provisions for liabilities and charges
2004
Deferred tax
£000
Group and Company
Acquired with subsidiary/trade and assets 9
Charged to profit and loss –
1111
Balance at 30 September 2004 9
3333
The liability is analysed as follows:
2004
£000
Accelerated capital allowances 9
3333
20 Called up share capital
2004
Group and Company £000
Authorised
100,000,000 ordinary shares of 0.5p each 500
3333
Allotted, called up and fully paid
66,949,792 ordinary shares of 0.5p each issued during the period 335
3333
The following options arrangements (all granted during the year) exist over the company’s shares:
2004 Number Date of Grant Exercise price Exercise period
Unapproved share option scheme 370,968 31 Aug 04 50.0p 31/8/06-31/8/14
Enterprise management incentive scheme 129,032 31 Aug 04 50.0p 31/8/06-31/8/14
11111 11111 111 1111111
500,000
33333
21 Reserves
Profit and loss
Share account
premium 2004
£000 £000
Group and Company
On issue of shares 5,430 –
Retained profit for the period – 877
1111 1111
At 30 September 2004 5,430 877
3333 3333 24 compassfinance group plc
22 Purchase of business
On 8 March 2004 the Company acquired the entire issued share capital of Compass Finance Limited. The transaction
is summarised below:
Book Fair value Fair
value adjustment value
£000 £000 £000
Group
Tangible fixed assets 418 – 418
Intangible fixed assets 214 (214) –
Debtors 813 – 813
Cash 1,600–1,600
Creditors (1,514) – (1,514)
1111 1111 1111
Net assets acquired 1,531 (214) 1,317
1111 1111 1111
Goodwill 9,908
1111
Total purchase price 11,225
3333
Satisfied by:
Cash consideration 7,000
Shares 2,500
Deferred consideration (see below) 1,000
Acquisition costs 725
1111
11,225
3333
The deferred consideration is payable to the previous owners of Compass Finance Limited, Mr C Smith and Mr M
Butterwick, both of which are directors of Compass Finance Group plc. The amounts become due upon the Group
achieving certain performance based targets over a three year period. It is the directors’ current opinion that the targets
will be achieved, hence the full amount has been included in the purchase consideration.
On 8 September 2004, the company acquired the trade and assets of Compass Finance Limited. The transaction is
summarised below:
Book Fair value Fair
value adjustment value
£000 £000 £000
Company
Tangible fixed assets 379 – 379
Intangible fixed assets 208 (208) –
Debtors 666 – 666
Cash 2,649–2,649
Creditors (1,298) – (1,298)
1111 1111 1111
Net assets acquired` 2,604 (208) 2,396
1111 1111 1111
Goodwill 9,660
1111
Total purchase price 12,056
3333
Cash 12,056
3333
The only fair value adjustment in both acquisitions was to adjust for the goodwill that arose in Compass Finance
Limited on the acquisition of Compass Homeloans Limited in October 2002. compassfinance group plc 25
22 Purchase of business (continued)
Compass Finance Limited’s most recent statutory year end was to 30 September 2003. Its summarised 
profit and loss account for that year was as follows:
Year ended
30 September 2003
£000
Turnover 7,848
Operating profit 1,503
Profit before tax 1,495
Profit after tax 1,034
3333
The acquired undertaking made a profit after tax of £220,000 prior to fair value and other adjustments from the
beginning of its financial year to the date of acquisition.
23 Reconciliation of movements in shareholders’ funds
2004
£000
Group and Company
Opening shareholders’ funds –
Share capital 335
Share premium 5,430
Profit for the financial year 977
Dividend payable (100)
1111
Closing shareholders’ funds 6,642
3333
24 Reconciliation of operating profit to net cash flow from operating activities
2004
£000
Group
Operating profit 1,659
Depreciation 97
Amortisation of goodwill 277
Increase in debtors (496)
Increase in creditors 231
1111
Net cash flow from operating activities 1,768
3333 26 compassfinance group plc
25 Analysis of cash flows for headings summarised in the cash flow statement
2004
Group £000
Returns on investments and servicing of finance
Interest received 14
Interest paid (121)
Interest element of hire purchase payments (7)
1111
Net cash outflow from returns on investment and Servicing of finance (114)
1111
Capital expenditure
Payments to acquire tangible fixed assets (68)
Receipts from sales of tangible fixed assets 97
1111
Net cash inflow from capital expenditure 29
1111
Acquisitions
Purchase of subsidiary (7,725)
Net cash acquired with subsidiary 1,600
1111
(6,125)
1111
Financing
New loans received 3,500
Capital element of hire purchase payments (116)
Issue of ordinary share capital 3,265
1111
Net cash outflow from financing 6,649
3333
26 Reconciliation of net debt to the amounts shown in the balance sheet
At Acquisition At
8 March Cash (excluding cash Non cash 30 September
2004 flow and overdrafts) movement 2004
£000 £000 £000 £000 £000
Group
Cash at bank and in hand – 1,450 – – 1,450
1111 1111 1111 1111 1111
Debt due within 1 year – (682) – – (682)
Debt due after 1 year – (2,818) – – (2,818)
Hire purchase – 115 (193) (84) (162)
1111 1111 1111 1111 1111
– (3,385) (193) (84) (3,662)
1111 1111 1111 1111 1111
Net debt – (1,935) (193) (84) (2,212)
3333 3333 3333 3333 3333 compassfinance group plc 27
27 Related party disclosures
During the year, the Company acquired the entire share capital of Compass Finance Limited from the directors of
Compass Finance Limited, who each owned 50%. 
The deferred consideration of £1million on the purchase of Compass Finance Limited is payable to the previous
owners of Compass Finance Limited, Mr CJ Smith and Mr MW Butterwick, both of whom are directors of Compass
Finance Group plc. The amounts become due upon the Group achieving certain performance based targets over a
three year period. It is the director’s current opinion that the targets will be achieved, hence the full amount has been
included in the purchase consideration.
On 10 August 2004, Compass Finance Group plc sold a motor vehicle that was surplus to the Company’s
requirements to Mr MW Butterwick for £14,500. The net book value of the car was £12,000 thus realising a profit for
the Group of £2,500.
Mr RI Hughes, a director of the Company, is also a partner of Zeus Capital, who acted as Sponsors for the Company’s
floatation. Fees paid to Zeus Partners in the period in relation to Mr RI Hughes services as a director totalled £12,000.
Fees paid in the period to Zeus Partners in respect of their services on the Company’s acquisition of Compass Finance
Limited totalled £273,000.
During the period £28,000 was paid to MJF Associates in respect of Mr MJ Fort’s services as a director of the
Company.
As at 30 September 2004 the Company owed £11,000 to Mr GJ Folwell in accrued emoluments for his services as
Chairman of the Company.
28 Company results
The Company has taken advantage of Section 230 of the Companies Act 1985 and has not presented its own profit
and loss account for the period from 9 April 2003 to 30 September 2004. The profit after tax for the period dealt with
in the accounts of Compass Finance Group plc was £977,000.
29 Principal subsidiary undertakings
The Company has the following consolidated subsidiary undertakings:
Trading Nature of business
Compass Finance Limited Finance Broker
The trade and assets of Compass Finance Limited were acquired on 8 September 2004. The company has been
dormant since this date.
Dormant
Compass Homeloans Limited
Compass Capital Planning Limited 28 compassfinance group plc
advisers and contacts
Company Secretary and Solicitors Halliwells LLP
St. James’s Court
Brown Street
Manchester
M2 2JF
Registered Office Compass House
New Hall Hey Road
Rawtenstall
Rossendale
BB4 6HH
Registered number 4728183
Financial Adviser Zeus Capital Limited
3 Ralli Courts
West Riverside
Manchester
M3 5FT
Nominated Adviser and broker W.H. Ireland Limited
11 St James’s Square
Manchester
M2 6WH
Principal Bankers Bank of Scotland
19/21 Spring Gardens
Manchester
M2 1FB
Public relations consultants Beattie Financial
37/39 Lime Street
London
EC3A 7AY
Auditors KPMG Audit Plc
Edward VII Quay
Navigation Way
Preston
PR2 2YF
Registrars Neville Registrars limited
Neville House
18 laurel Lane
Halesowen
West Midlands
B63 3DA
Website www.compassfinancegroupplc.co.uk notice of annual general meeting
compassfinance group plc 29
NOTICE IS HEREBY GIVEN that the annual general meeting of Compass Finance Group plc (the “Company”) will be held at
Halliwells LLP, St James’s Court, Brown Street, Manchester M2 2JF on 23 February 2005 at 9.30am, for the purpose of
considering and, if thought fit, passing the following resolutions, of which resolutions 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 will be
proposed as ordinary resolutions and resolution 11 will be proposed as a special resolution.
ORDINARY BUSINESS
RESOLUTION 1
To receive and adopt the accounts for the year ended 30 September 2004 together with the reports of the directors and
auditors thereon.
RESOLUTION 2
To appoint KPMG Audit plc as auditors of the Company and authorise the directors to determine their remuneration.
RESOLUTION 3
To ratify the appointment of Mark Butterwick as a director of the Company.
RESOLUTION 4
To ratify the appointment of Grenville John Folwell as a director of the Company.
RESOLUTION 5
To ratify the appointment of Michael John Fort as a director of the Company.
RESOLUTION 6
To ratify the appointment of Christopher Smith as a director of the Company.
RESOLUTION 7
To re-elect Richard Ian Hughes as a director who retires by rotation in accordance with the Company’s articles of association.
RESOLUTION 8
That the recommendation of the directors that a dividend of 0.15p per ordinary share in respect of the year ended 
30 September 2004 be declared payable on 6 April 2005 to those shareholders registered at close of business on 18 February
2005.
SPECIAL BUSINESS
ORDINARY RESOLUTION
RESOLUTION 9
THAT, for the purposes of and pursuant to section 80 (1) of the Companies Act 1985 (the “Act”), the directors of the Company
be and they are hereby generally and unconditionally authorised and empowered to exercise all the powers of the Company to
allot the relevant securities (as detailed in section 80(2) of the Act) up to an aggregate nominal amount of £110,467.15 (in
substitution to any subsisting authorities under the Act) to such persons at such times and upon such terms and conditions as
they may determine (subject always to the articles of association of the Company) provided this authority and power shall,
unless renewed, varied or revoked, expire at the conclusion of the next annual general meeting or 15 months from the date of
the passing of this resolution (whichever is the earlier) and provided further that the Company may before the expiry of such
period make any offer, agreement or arrangement which would or might require relevant securities to be allotted after the expiry
of such period and the directors of the Company may then allot relevant securities pursuant to any such offer, agreement or
arrangement as if the authority or power hereby conferred had not expired.
RESOLUTION 10
THAT, in accordance with section 166 of the Act the directors be and are generally and unconditionally authorised to exercise
all the powers of the Company to purchase any class of shares in the Company from such persons at such times and upon
such terms and conditions as they may determine (subject always to the articles of association of the Company) provided that:
(a) this authority shall (unless previously revoked, varied or renewed by the Company in general meeting) expire on 22
August 2006 save that the said power shall allow and enable the directors to make an offer or agreement to purchase
shares in the Company after such expiry and the directors may purchase such shares in pursuance of such offer or
agreement as if the power conferred hereby had not expired; 30 compassfinance group plc
(b) the maximum aggregate number of shares available for purchase under this power shall be 16,737,448; and
(c) each share shall have a minimum price per share of 0.5p and a maximum price per share of 10% above the average
price per share for the 5 Business Days immediately preceding a purchase as derived from the daily official list of the
London Stock Exchange plc.
SPECIAL RESOLUTION
RESOLUTION 11 
THAT, for the purposes of and pursuant to section 95(1) of the Act, the directors of the Company be and they are hereby
authorised and empowered to allot equity securities (within the meaning of section 94 of the Act) pursuant to the general
authority and power conferred by the resolution numbered 9 in this notice of meeting as if section 89(1) of the Act did not apply
to any such allotment provided that this authority and power shall, unless renewed, varied or revoked, expire at the conclusion
of the next annual general meeting of the Company or 15 months from the date of the passing of this resolution (whichever is
the earlier) and provided further that this authority and power shall be limited:
(a) to the allotment of equity securities pursuant to a rights issue or similar offer to ordinary shareholders where the equity
securities respectively attributable to the interests of all ordinary shareholders are proportionate or as nearly as
practical (and taking into account any prohibitions against or difficulties concerning the making of an offer or allotment
to shareholders whose registered address or place of residence is overseas and subject to such exclusions as the
directors of the Company may deem necessary or expedient to deal with fractional entitlement or legal and practical
difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory) to the respective
numbers of ordinary shares held by them; and
(b) to the allotment (otherwise than pursuant to paragraph (a) above) for cash of equity securities up to an aggregate
nominal amount of the greater of £33,474.90 or 10% of the current issued share capital of the Company.
REGISTERED OFFICE: BY ORDER OF THE BOARD
Compass House
New Hall Hey Road
Rawtenstall
Rossendale HL Secretaries Limited
Lancashire Company Secretary
BB4 6HH
Dated 28 January 2005
NOTES:
(1) A member of the Company may appoint one or more proxies to attend and, on a poll, to vote instead of the member. A proxy of a
member need not also be a member.
(2) The instrument appointing a proxy, and the power of attorney or other authority (if any) under which it is signed, or a notarially certified
copy of that power or authority must be deposited with the Company’s registrars, Neville Registrars Limited, Neville House, 18 Laurel
Lane, Halesowen, West Midlands B63 3DA not less than 48 hours before the time for holding the meeting. A Form of Proxy accompanies
this document for use by members.
(3) Completion of the Form of Proxy will not preclude a member from attending and voting in person.
(4) Any corporation which is a member of the Company may authorise a person (who need not be a member of the Company) to act as its
representative to attend, speak and vote (on a show of hands or a poll) on its behalf.
(5) In the case of joint holders of a share the vote of the senior who tenders the vote whether in person or by proxy shall be accepted to the
exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand
in the statutory register of members in respect of the share.
(6) As permitted by Regulation 41 of the Uncertifiated Securities Regulations 2001, only those holders of ordinary shares in the Company
who are registered on the Company’s share register as at 9.30am on 21 February 2005 shall be entitled to attend the Annual General
Meeting and to vote in respect of the number of shares registered in their names at that time. Changes to entries on the share register
after 9.30am on 21 February 2005 shall be disregarded in determining the rights of any person to attend and/or vote at the Annual
General Meeting. 
notice of annual general meeting
(continued) proxy for use at annual general meeting
compassfinance group plc 31
NOTES:
(1) If you wish to appoint some other person as your proxy please insert his/her name and address, initial and strike out the words “the Chairman of the annual general meeting
(the “AGM”) or”. A proxy need not be a member of the Company. Appointing a proxy will not preclude you from personally attending and voting at the meeting (in substitution
for your proxy vote) if you subsequently decide to do so. If no name is entered, the return of this form, duly signed, will authorise the Chairman of the meeting to act as your
proxy.
(2) Please indicate with an X in the appropriate box how you wish your vote to be cast. Unless otherwise instructed the proxy will exercise his/her discretion as whether, and if so
how he/she will vote unless instructed otherwise, the proxy may also vote or abstain from voting as he or she thinks fit on any other business which may properly come before
the meeting (including amendments to resolutions). 
(3) This form of proxy must, in the case of an individual, be signed by the appointer or his/her attorney or, in the case of a corporation, be given under its common seal or signed
on its behalf by an attorney or a duly authorised officer or, if it is subject to the Companies Act 1985 (as amended), in accordance with section 36A thereof.
(4) To be valid this form of proxy and any power of attorney or other authority under which it is executed (or a duly notarised copy thereof) must be lodged with the Registrars of
the Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA not less than 48 hours before the time appointed for the meeting, or adjourned
meeting at which it is to be used.
(5) In the case of joint holders of a share the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint
holders and for this purpose seniority shall be determined by the order in which the names stand in the statutory register of members in respect of the share.
(6) Any alteration in this form of proxy must be initialled by the person in whose hand it is signed or executed.
(7) As permitted by regulation 41 of the Uncertificated Securities Regulations 2001, only those persons whose names are entered on the register of the Company at 9.30am on 21
February 2005 shall be entitled to attend and to vote in respect of the number of shares registered in their names at that time. Changes to entries on the register of members
after that time shall be disregarded in determining the rights of any person to attend and/or vote at the meeting.
Please insert I/We........................................................................................................................................................................................
full name (Please use block letters)
and address of............................................................................................................................................................................................
...............................................................................................................................................................................................
being member(s) of Compass Finance Group plc (the “Company”), hereby appoint the Chairman of the annual general meeting
(the “AGM”) or (see note 1) ............................................................................................................................................................................
as my/our proxy to vote for me/us and on my/our behalf at the AGM of the Company to be held at Halliwells LLP , St James’s Court,
Brown Street, Manchester M2 2JF on 23 February 2005 at 9.30am and at any adjournment thereof.
I/we request such proxy to vote on the following resolutions as mentioned below (see note 2).
ORDINARY BUSINESS FOR AGAINST
RESOLUTION 1
To receive the financial statements for the period ended 30 September 2004 and the reports of the
directors and auditors on them.
RESOLUTION 2
To appoint KPMG Audit plc as auditors of the Company and authorise the directors to determine their
remuneration.
RESOLUTION 3
To ratify the appointment of Mark Butterwick as a director of the Company.
RESOLUTION 4
To ratify the appointment of Grenville John Folwell as a director of the Company.
RESOLUTION 5
To ratify the appointment of Michael John Fort as a director of the Company.
RESOLUTION 6
To ratify the appointment of Christopher Smith as a director of the Company.
RESOLUTION 7
To re-elect Richard Ian Hughes as a director who retires by rotation in accordance with the Company’s
articles of association.
RESOLUTION 8
The recommendation of the directors that a dividend of 0.15p per ordinary share in respect of the year
ended 30 September 2004 be declared payable on 6 April 2005 to those shareholders registered at
close of business on 18 February 2005.
SPECIAL BUSINESS
ORDINARY RESOLUTION - RESOLUTION 9
To authorise the directors to allot relevant securities (for the purposes of and pursuant to section 80 (1)
of the Companies Act 1985 (the “Act”)) up to an aggregate nominal amount of £110,467.15.
RESOLUTION 10
To authorise the directors to purchase the Company’s own shares.
SPECIAL RESOLUTION - RESOLUTION 11
To authorise the directors of the Company to allot equity securities for otherwise than on a pre-emptive
basis in the circumstances as set out in the notice of the AGM.
Signature .............................................................(see note 3) Dated this ........................ day of .................................................... 2005
Joint holders (if any) (see note (5))
Name............................................................................................ Name............................................................................................
Name............................................................................................ Name............................................................................................
✄ Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
Second Fold
Third Fold
First Fold
PLEASE
AFFIX
STAMP
HERE  Compass Finance Group plc
Compass House
New Hall Hey Road
Rawtenstall
Rossendale BB4 6HH
www.compassfinancegroupplc.co.uk