ANNUAL REPORT 2013 2
ANNUAL REPORT 2013
Highlights of the Year 3
Strategic Report
Breedon Aggregates’ Product Chain 4
Our Areas of Operation 6
Strategic Overview 8
Chairman’s Statement 10
Chief Executive’s Review 14
Financial Review 20
Corporate Social Responsibility 28
Governance
Directors 34
Directors’ Report 36
Corporate Governance 40
Audit Committee Report 42
Directors’ Remuneration Report 44
Financial Statements
Statement of Directors’ Responsibilities 50
Independent Auditor’s Report to the Members 51
Consolidated Income Statement 52
Consolidated Statement of Comprehensive Income 53
Consolidated Statement of Financial Position 54
Consolidated Statement of Changes in Equity 55
Consolidated Statement of Cash Flows 56
Notes to the Financial Statements 57
Notice of Annual General Meeting 86
Advisors & Company Information 88
Shareholder Information 88 3
DELIVERING VALUE
OPERATIONAL HIGHLIGHTS
 EBITDA margin up full percentage point to 12.6% 
 Strong performances in both England and Scotland
 Sales volumes in all products significantly ahead of prior year
 Capital expenditure substantially increased to £13.3 million (2012: £8.5 million)
 Two transformational acquisitions completed, funded by £61 million placing
 Very strong balance sheet: gearing more than halved to 37%
 New Group Finance Director appointed and assumed role on 3 March 2014 
 Business positioned for organic and acquisitive growth
FINANCIAL HIGHLIGHTS
2013 2012 Change
Revenue £224.5 million £173.5 million +29.5%
Underlying EBITDA
†
£28.3 million £20.2 million +40.1%
Underlying operating profit
†
£14.6 million £8.8 million +65.4%
Underlying profit before tax
†
£12.4 million £5.6 million +121.4%
Underlying basic EPS
†
1.12 pence 0.67 pence +67.2%
 6.1 million tonnes of aggregates sold (2012: 4.3 million tonnes)
 1.4 million tonnes of asphalt sold (2012: 1.2 million tonnes)
 620,000 cubic metres of ready-mixed concrete sold (2012: 490,000 cubic metres)
£150m
£200m
£250m
£100m
£50m
£0m
2010* 2012 2013
£143.8m
£168.9m
£173.5m
£224.5m
2011
REVENUE
£15m
£20m
£25m
£30m
£10m
£5m
£0m
2010* 2012 2013
£13.7m
£17.1m
£20.2m
£28.3m
2011
UNDERLYING EBITDA
x3
x4
x5
x6
x7
x8
x2
x1
x0
2010* 2012 2013
3.7 times
1.9 times
2011
NET DEBT /
UNDERLYING EBITDA
HIGHLIGHTS OF THE YEAR
† Underlying results are stated before acquisition-related expenses, redundancy and reorganisation costs, property items, amortisation of acquisition intangibles and
related tax items. References to an underlying profit measure throughout this Annual Report are defined on this basis.
* Based on unaudited pro forma results for the full 12 months ended 31 December 2010.
5.6 times
6.7 times 4
The key to our business is securing permitted
aggregates reserves. New consents are granted
sparingly and with stringent conditions attached.
Breedon Aggregates has successfully accumulated
over 400 million tonnes of mineral reserves and
resources in the UK. This is enough to last around 65
years at current rates of extraction.
Rock is blasted from the working faces of our hard
rock quarries and passed through a series of
crushers and screens to produce several types and
grades of ‘dry’ aggregates for onward sale to
external customers or for use in our own operations.
We also have a number of quarries that produce
sand and gravel for both internal and external use,
including one of the UK’s richest and highest quality
reserves at Norton Bottoms in Lincolnshire.
Some of our aggregates are mixed with bought-in
bitumen to produce a variety of speciality surfacing
products at our 22 asphalt plants in England and
Scotland. These are used either by our own
contracting teams or by external contractors to
surface roads, car parks and airport runways
around the UK.
Some of our aggregates are mixed with bought-in
cement and other additives at our 50 readymix plants
to produce ready-mixed concrete, mortar and
concrete products for sale to commercial, industrial,
infrastructure and housing developers. Our 1stMix
‘mini mix’ operation specialises in small loads for
homes and businesses.
We also supply an exclusive range of decorative
aggregates, sold loose or bagged, which is used in a
wide variety of domestic and commercial applications,
from drives and pathways to courtyards and
architectural landscaping. Breedon Special Aggregates
have been used in many of the UK’s leading stately
homes and tourist attractions, including the London
Olympic Village. Our fleet of specialist vehicles
delivers the full range of our products to customers
around Great Britain.
Through our associate company, BEAR Scotland
Limited, we maintain and manage much of the trunk
road infrastructure in Scotland. We also own a
majority stake in Alba Traffic Management Limited, 
a leading provider of traffic management solutions
throughout Scotland.
We process stone from our quarries into quality aggregates, ready-mixed concrete and mortar, concrete
products and a comprehensive range of asphalt products. Our operations comprise two fully-integrated,
autonomous businesses, in England and Scotland, each with its own independent management team.
BREEDON AGGREGATES’
PRODUCT CHAIN 5
DELIVERING VALUE 6
OUR AREAS OF OPERATION
BREEDON AGGREGATES ENGLAND
Tim Hall (left) is Chief Executive of our English
business. He has spent his entire 40 year career in
the quarrying industry, most recently as Director of
Tarmac Limited’s Western Area until 2010, when he
joined Breedon Aggregates. Prior to this he was
Managing Director of Tarmac Western Limited, the
company formed by Anglo American from the former
assets of Nash Rocks, Tilcon and Tarmac. He spent
the previous 27 years with Nash Rocks, latterly as
Managing Director.
Our English operations are headquartered at
Breedon-on-the-Hill near East Midlands Airport and
employ approximately 425 people across the central
region of the country. We operate 13 quarries, 7
asphalt plants and 18 ready-mixed concrete and
mortar plants, primarily supplying the West
Midlands, East Midlands and eastern England.
Our English contract surfacing business undertakes
minor road-surfacing projects as well as major
infrastructure contracts, serving an area from the
east coast to mid-Wales and from the M62 corridor
to the South Midlands.
BREEDON AGGREGATES SCOTLAND
Alan Mackenzie (right) is Chief Executive of our
Scottish operations. He has spent more than 30
years in the aggregates industry, initially with
Wimpey and then with Tarmac, where he was
latterly Contracting Director of the company’s largest
region in central England. Alan joined Breedon
Aggregates Scotland in 2001 as Regional Director
for North and W  est Scotland. After four years on
secondment as Chief Executive of BEAR Scotland,
he rejoined the Group in 2006 as Chief Executive of
its Scottish business. Alan is Chairman of the
Asphalt Industry Alliance and the Mineral Products
Association in Scotland. 
Our Scottish operations are headquartered at
Ethiebeaton, near Dundee, and employ around 
580 people. Breedon Aggregates Scotland operates 25
quarries, 15 asphalt plants, 32 ready-mixed concrete
plants and 2 concrete product plants, primarily
supplying the north, west and east of Scotland.
We own a 37.5% stake in BEAR Scotland Limited,
which manages the north-east and south-east trunk
road networks on behalf of Transport Scotland, and
we also own a majority stake in traffic management
services company Alba Traffic Management Limited. Leicester
Sheffield
Manchester
Chester
Leeds
Northampton
Lincoln
Cambridge
Norwich
Ipswich
Oxford
Bristol
Oban
Worcester
Gloucester
Southampton
London
Derby
Wrexham
Shrewsbury
Liverpool
Newcastle
York
Nottingham
Glasgow
Edinburgh
Aberdeen
Peterhead
Stornoway
Aviemore
Stirling
Dundee
Inverness
Birmingham
57
58
47
60
44
50
46 48
59
66
71
70
52
69
64
54
72
55
51 53
68
45
61
56
67
62
49
63
65
31
4
6
7
42
22
38
34
17
36
20
29
2
24
14
32
8
35
39
25
9
1
19 40
26
5
30
28
16
23
12 43
15
41
10
13
21
3
11
27
33
18
37
Scotland
1 Ardchronie Quarry
2 Aviemore Concrete Plant
3 Balmullo Quarry
4 Banavie Quarry
5 Beauly Quarry
6 Benderloch Quarry*
7 Bonawe Quarry
8 Boyne Bay Quarry
9 Bridge of Don Concrete Plant
10 Capo Quarry*
11 Clatchard Craig Quarry
12 Craigenlow Quarry
13 Cunmont Quarry**
14 Daviot Asphalt Plant
15 Deeside Concrete Plant
16 Druim Reallasger Quarry
17 Dundee Concrete Plant
18 Dunfermline Concrete Plant
19 Dyce Concrete Plant
20 Edzell Quarry
21 Ethiebeaton Quarry
22 Furnace Quarry
23 Garbh Eilean Asphalt Plant
24 Inverness Concrete Plant
25 Inverurie Concrete Plant
26 Kemnay
27 Kirkcaldy Concrete Plant
28 Marybank Quarry
29 Meadowside Quarry
30 Mid Lairgs Asphalt Plant
31 Morefields Quarry
32 Netherglen Quarry 
33 Orrock Quarry
34 Perth Concrete Plant
35 Peterhead Concrete Plant
36 Powmyre Quarry*
37 Rothes Glen Quarry
38 Shierglas Quarry
39 Stirlinghill Quarry
40 Tom’s Forest Quarry
41 Tullos Concrete Plant
42 West Area Contracting
43 Westhill Concrete Plant
*Decorative Aggregates are also available bagged   **Recycling available
England
44 Astley Moss Quarry
45 Boston Concrete Plant
46 Breedon Quarry*
47 Clearwell Quarry
48 Cloud Hill Quarry
49 Corby Asphalt & Concrete Plant
50 Dunsville Quarry
51 Elsham Concrete Plant
52 Grantham Concrete Plant
53 Grimsby Concrete Plant
54 Kelsey Road Quarry
55 Kettleby Quarry
56 King’s Lynn Concrete Plant
57 Leaton Quarry
58 Leinthall Quarry
59 Ling Hall Asphalt & Concrete Plant
60 Lloyds Quarries
61 Long Sutton Concrete Plant
62 Longwater Asphalt Plant
63 Mansfield Asphalt Plant
64 Norton Bottoms Quarry
65 Nottingham Readymix
66 Peterborough Concrete Plant
67 Shropham Quarry**
68 Skegness Concrete Plant
69 Sleaford Concrete Plant
70 South Witham Quarry
71 Stamford Concrete Plant
72 Woodhall Spa Concrete Plant
*Decorative Aggregates are also available bagged   **Recycling available
7
DELIVERING VALUE 8
STRATEGIC OVERVIEW
Over the last four years we have successfully executed this strategy with a series of strategic acquisitions and
greenfield investments in England and Scotland, accumulating around 400 million tonnes of reserves and
resources, together with significant downstream operations.
Our principal objective is to be the lowest-cost producer in the UK market, differentiating ourselves by delivering
excellent customer service, exercising rigorous control over our costs and adding maximum value to the raw
material we extract from our quarries.
The Breedon Aggregates business model is set out on pages 4 to 7 where we describe what we do and the
areas that we operate in.
On pages 10 to 18, the Executive Chairman and the Group Chief Executive report on the performance of the
business in 2013 and on its position at the end of that year. They also describe the main factors likely to
impact on the future development of the Breedon Aggregates Group.
In the Financial Review on pages 20 to 26 Ian Peters, the outgoing Group Finance Director, describes the
principal risks that Breedon Aggregates faces and the actions that it takes to manage or mitigate those
risks. The Financial Review also includes details of the key performance indicators that the Group uses to
monitor its progress.
On pages 28 to 32 we have provided information on how Breedon Aggregates addresses its corporate social
responsibilities including in relation to its employees, the environment and the communities in which we operate.
As the UK’s largest independent aggregates business, our strategy is to grow by consolidating the
smaller end of the UK heavyside building materials industry.
In order to achieve our objective we will:
1. Stay local Easy to do business with at every site
2. Stay nimble Keep ahead of our markets and develop new ones
3. Devolve responsibility and decision-making to regional teams
4. Squeeze our assets Maximise return from every tonne of rock
5. Eliminate underperformance If a plant is not performing, fix it
6. Keep central overhead to a minimum Flat structure
7. Don’t pay rent Locate our offices in our quarries
8. Deliver value from acquisitions Always enhance earnings TELFORD TOWN CENTRE
Breedon is playing its part in realising Telford &
Wrekin’s ambitious vision for a vibrant new heart for
Telford Town Centre, in the shape of the £250 million
Southwater development due to be completed later
this year. We are a major supplier of ready-mixed
concrete to Thomas Vale Construction, the contractor
responsible for building the individual units including 
a new 85-bedroom Premier Inn and a number of
restaurants and bars such as Nando’s, Bella Italia 
and Wagamama.
9
DELIVERING VALUE 10
CHAIRMAN’S STATEMENT
After battling severe headwinds for three years, we
finally had the wind behind us for the first time since
Breedon Aggregates was formed. This helped us to
produce a very encouraging financial performance
and to make significant progress in developing the
business and positioning ourselves to deliver further
value for our shareholders in the years ahead.
Following a bout of severe weather in the first
quarter, activity levels picked up in the second
quarter and this momentum continued into the
second half of the year. Group revenues for the 12
months grew by 29.5% to £224.5 million. Our
EBITDA margin improved by a further 1.0 percentage
point to 12.6% and we improved underlying profit
before tax by 121.4% to £12.4 million. Net debt was
cut from more than £74 million to £54 million.
We are often asked by investors and commentators
what makes our business so distinctive. The answer
is simple: we put our customers first in everything
we do. For us, it is personal: whether they are a
householder ordering a couple of metres of concrete
or a contractor ordering tens of thousands of tonnes
of asphalt, we work hard to ensure that our service
standards are exactly the same – everywhere; day in,
day out.
We aim always to be a trusted and reliable partner.
We treat our suppliers with respect and try to put a
smile on the faces of all the people we do business
with. Our flat structure and collaborative culture
ensure that there is minimal distance between the
people who run our business and the people who
buy our products. Needless to say, we believe the
1,000 or so people who work for Breedon are among
the very best in our industry.
It is pleasing after several very difficult years to report that our markets at last showed encouraging
signs of life in 2013 as the long-awaited economic recovery began to take hold. 11
DELIVERING VALUE
Our first and most important obligation to those
people is to keep them safe, which is why our health
and safety performance is the number one item on
every Board meeting agenda. Our record in this area
continues to improve and in 2013 we reduced
Breedon’s Lost Time Incident Frequency Rate by a
further 40%, on top of the 50% achieved in the prior
year. This was, however, disappointingly short of our
target, and we will be working hard towards another
50% improvement in 2014.
Last year we completed our two largest acquisitions
to date, Marshalls’ quarries in England and
Aggregate Industries’ operations in northern
Scotland, for a total cash consideration of £54
million. This was funded by a £61 million share
placing, which testifies to the strong support we
receive from our shareholders as we pursue our
strategy of consolidating the smaller end of the UK
heavyside building materials industry.
Both acquisitions performed well and have added
appreciably to the strength of our business both
north and south of the border. We expect to finalise
agreement with the Competition Commission by the
end of April on the remedies required to satisfy their
competition concerns in relation to the Scottish
acquisition (covered in detail in the Group Chief
Executive’s Review). I am pleased to say that we
anticipate proceeding with the full integration of
these operations into our existing business in the
second quarter and we expect it to prove an
excellent acquisition for us.
We continue to seek out further acquisition
opportunities and are routinely in discussion with
several parties at any given time, but we reiterate our
determination only to purchase assets from which we
can extract meaningful value for our shareholders.
In addition to our substantial investment in
acquisitions over the last three years, we have also
committed significant capital expenditure to
increasing and upgrading our capacity, in the form of
new plant and equipment, vehicles and facilities
across the Group. This means we are now well
placed to benefit from the accelerating demand for
our products and ensure that we can continue to
meet our customers’ expectations in what will
hopefully continue to be an improving market. 12
DELIVERING VALUE
In November, we announced that our Group Finance
Director, Ian Peters, had decided to step down from
the Board to pursue other interests. We are
delighted that he has been succeeded by Rob Wood,
who took up his new role on 3 March. Rob, a
Chartered Accountant, was formerly Group Financial
Controller of Drax Group plc, which owns and
operates the Drax Power Station in North Yorkshire.
Before that he was Chief Financial Officer, Australia
& Asia Pacific, at Hanson PLC.
On behalf of shareholders, I would like to welcome
Rob to the Group and thank Ian for the significant
contribution he has made to the development of
Breedon Aggregates over the past five years.
We are proud to be the only publicly-quoted British
aggregates business in the UK. We have established
ourselves in a relatively short period of time as a
successful player in a highly competitive market,
achieving scale and profitability with a strong
balance sheet, whilst delivering sound value for 
our shareholders.
Looking ahead, we intend to do more of the same.
The year has begun well and the outlook is more
encouraging than for some time. We plan to take full
advantage of the opportunities ahead and remain
confident of making further progress in 2014.
Peter Tom CBE
Executive Chairman
4 March 2014 13
LOUGHBOROUGH INNER
RELIEF ROAD
Breedon contributes to many inner-city road projects,
including this complex £18 million scheme for
Leicestershire County Council involving construction of
an extended and improved inner ring road by Eurovia
Contracting North as part of the Midlands Highways
Alliance Framework.
We are supplying and laying a substantial quantity of
asphalt for this major project, which includes the
demolition of part of the town centre and a number of
junction and roundabout improvements, all due to be
completed by September 2014. 14
CHIEF EXECUTIVE’S REVIEW
The underlying business also performed extremely
well during the year and I am particularly pleased that
both England and Scotland were ahead of 2012
despite a difficult first quarter. This would not have
been possible without the efforts of all our hard-
working employees and once again I extend my
thanks for their contribution to the Group’s success.
TRADING SUMMARY
2013 started inauspiciously with cold, wet weather in
January and February resulting in sluggish demand
from customers and business activity levels at the
end of the first quarter were below the previous year.
However, from April things started to improve
steadily and a strong performance in the second
quarter enabled us to make up the lost ground and
deliver an improved result at the half-year. Thereafter
we saw a continuing increase in confidence and
demand, particularly in England. 
Breedon’s performance in both England and Scotland
was extremely pleasing. The recent acquisitions
performed in line with expectations and made a
meaningful contribution during the year. Headline
sales revenue was £224.5 million, 29.5% higher than
in 2012 and underlying Group EBITDA of £28.3
million was 40.1% ahead. Our EBITDA margin
improved from 11.6% to 12.6%, reflecting the
benefit of the acquisitions and continuing control of
costs. Excluding acquisitions, sales revenue
increased by 15.4% and underlying EBITDA by
13.9% – a very solid performance. We continued to
reduce net debt and at the year-end this stood at £54
million or 1.9x underlying EBITDA. We continue to
identify opportunities to improve productivity and
reduce costs through selective capital investment.
I am delighted to report another successful year for Breedon Aggregates, with further solid progress
being made across the business. Undoubtedly the highlight of the year was the acquisition of four of
Marshalls’ quarries in England and Aggregate Industries’ operations in northern Scotland. Following
lengthy discussions, these two deals were completed at the end of April and represent a major step
forward for the Group. We see significant opportunity to improve both businesses.  15
DELIVERING VALUE
Sales volumes in all products were significantly
ahead of 2012 supported by the acquisitions:
aggregates by 43%, asphalt by 15% and concrete by
27%. However, on a like-for-like basis, volumes
excluding acquisitions were also ahead: aggregates
by 12%, asphalt by 11% and concrete by 11%.
These increases are ahead of MPA market figures,
where volumes in the main products increased by 
4-11% in 2013, reflecting strong demand in our
regional areas of operation. 
A number of large contracts were supplied during
the year, including over 30,000 cubic metres of
concrete to Balfour Beatty for the construction of
new power lines between Inverness and Perth that
are needed to transport electricity from recently-built
wind farms in the north of Scotland. 
In England, we supplied 170,000 tonnes of
aggregates and 11,000 cubic metres of concrete to
Laing O’Rourke on the new A453 upgrade connecting
junction 24 of the M1 to Nottingham. Housebuilding
recovered strongly and a number of developments
were supplied in England and Scotland. However, as
we have always said, while these jobs are important
to us, the vast bulk of our sales go to small local
customers with whom we have traded for many
years and have close working relationships. Our
commercial strategy will always be to supply our core
customers first, with larger one-off contracts being
supplied only when we have the capacity to do so.
The Chancellor’s Autumn Statement in early
December confirmed that the recovery in the UK
economy is gathering pace and contained some
welcome news for our industry. The National
Infrastructure Plan (“NIP”) announced ahead of the
Statement provides a framework for infrastructure
investment up to 2030 and beyond. Planned
investment is set to increase from £309 billion to
over £375 billion over the next few years, with
transport and energy the principal beneficiaries. 
The recovery in the housing market is already well
underway and, with underlying demand strong,
should continue to improve in 2014/15. 
With nationwide demand for our products having
fallen by some 35-40% since 2008, it now seems
certain that 2012 will turn out to be the low point in
the cycle and I believe that we can now look
forward to modest increases in volumes over the
next few years.  16
DELIVERING VALUE
OPERATING REVIEW
During the year we continued to improve the
infrastructure of our business. While we have made
great progress over the past few years, our objective
is to be the best company in our sector and we still
see many areas where we could be better and these
will be targeted in 2014.
One of our proudest achievements since creating
Breedon three years ago has been the significant
progress we have made in reducing accidents and
improving safety performance. The key measure of
our performance in this area is the Lost Time
Incidence Frequency Rate (“LTIFR”), which measures
the number of accidents which result in at least one
day off work, divided by 200,000 hours. Over the last
two years we have managed to reduce our LTIFR by
50% each year and we targeted to do the same in
2013. Having been on track to deliver this up to
October, it is disappointing to report that we had a
number of accidents in the last two months which
meant that we only achieved a reduction of 40%.
Despite this, the trend continues in the right direction
and we plan to get back on track in the current year
with a target of a further 50% reduction.
Following the acquisition of Aggregate Industries’
northern Scottish operations at the end of April, the
Office of Fair Trading (“OFT”) conducted a lengthy
review of the transaction and subsequently referred
the acquisition to the Competition Commission
(“CC”). After publication of the CC’s Notice of
Provisional Findings and Notice of Final Remedies on
6 February this year, we entered into discussions
with them regarding the required remedies which
should be agreed by the end of April. 
The overall impact of the anticipated remedies is not
significant to the value of the acquisition to Breedon
and we will seek to expedite any sale process of the
assets concerned in order to minimise disruption
and secure the future of the small number of
employees affected. 
Following agreement of final remedies, we will be
free to pursue the full integration of the remaining
operations with our existing business in Scotland and
expect to deliver appreciable synergy benefits in the
year to December 2014.
The whole review process took the best part of a year,
absorbing a considerable amount of time for our small
Head Office team, as well as incurring significant legal
costs. This was exacerbated by the significant
duplication of effort involved in providing much the
same information to the CC as we had already
provided to the OFT. Whilst we appreciate the need
for the authorities to look carefully at regional and local
competition issues, we cannot help feeling that the
process is unnecessarily cumbersome, particularly for
smaller, acquisitive companies like ours. 17
It is to be hoped that the forthcoming combination of
the OFT and CC into the new Competition and
Markets Authority will lead to a significant
streamlining of the review process.
The review necessitated a pause in our business
development programme, but we continue to see
plenty of opportunities and expect to make further
progress in 2014.
Capital expenditure increased to £13.3 million in
2013 as we approved replacement capital for the
new acquisitions and continued to invest in our
core business. Both acquisitions had been capital-
constrained over the past few years with some
mobile and fixed plant requiring immediate
attention and some plant being hired as an
alternative to replacement. 
In Scotland, we approved a new washing plant at
Beauly quarry which will enable higher quality
products to be produced. We also replaced a mobile
crushing plant and authorised the purchase of a
mobile asphalt plant. In England, we acquired two
new dumpers for Clearwell quarry in Gloucestershire
and a dredger for the Astley Moss sand and gravel
pit near Manchester. Most of these and other
projects will deliver a payback through reduced hire
costs or improved productivity. In the core business,
we undertook substantial refurbishment projects at
Leaton and Cloud Hill quarries and approved a major
upgrade at Craigenlow quarry near Aberdeen.
Our previous acquisitions are all performing ahead of
expectations. We recently approved a significant
investment at Norton Bottoms quarry, which we
acquired in 2011, which will increase capacity,
allowing us to meet additional demand from
customers. This project should be completed during
the first quarter of 2014.
We continue to release cash from the sale of surplus
assets, with £4.6 million generated during the year.
Our largest planned asset disposal is a site at Doseley
near Telford, where we have an agreement with
Barratt Developments to sell around 30 acres of land
for housing on a phased basis. The planning
application was approved in July 2013 and the related
planning agreements were signed in February 2014;
we expect the first tranche of land to be sold to
Barratts in 2014. 
Ian Peters, who has been Breedon’s Finance
Director since the business was established in 2008,
notified the Board in November of his intention to
leave the company to pursue other opportunities.
Ian has made an outstanding contribution to
Breedon’s success and we wish him all the best for
the future. Rob Wood was appointed Finance
Director with effect from 3 March 2014 and we are
delighted to welcome him to Breedon. Rob was
formerly Group Financial Controller at Drax Group plc
and previously worked at Hanson, where he was
known by both Ian and myself. I am sure he will
make a great addition to our team. 18
DELIVERING VALUE
BUSINESS OUTLOOK
For the first time since Breedon was formed we are
not starting the year with construction output in the
UK forecast to decline. The outlook has improved
steadily since the end of the first quarter in 2013,
with business confidence increasing and the
economic indicators more positive than for some
years. We therefore have genuine reasons to be
optimistic about the prospects for 2014 and 2015.
The year finished very strongly with good weather
allowing customers to work through to the final week
before Christmas, resulting in our best December for
many years. Wet and windy weather in early January
delayed the return to work in some areas, but
underlying demand is strong and we expect volumes
to pick up quickly once the weather improves.
The macroeconomic background for our industry
looks better than it has for some years: UK GDP is
forecast to grow by 2.7% in 2014 compared to 1.2%
in the Eurozone. CPI and RPI are expected to
continue to fall, as is unemployment. Recent surveys
suggest that business confidence is at its highest
level since the start of the recession. The NIP signals
an intention by Government to fund improvements in
the transport and energy sectors that will have a
direct benefit to our industry. 
The outlook in England appears to be somewhat
better than in Scotland, particularly in the East and
West Midlands where manufacturing investment is
increasing, supported by local government investment
and a buoyant housing market. We expect the
improved market conditions to allow some cost
recovery through increased pricing, which will make
up some of the ground lost during the recession.
In Scotland, there are several large projects on the
horizon, including the Aberdeen relief road which is
currently out for tender and should start towards the
end of 2014. However, Government expenditure has
not been increased and therefore we are not seeing
the same improvement in transport, energy and
infrastructure as in England. The independence
referendum in September is undoubtedly causing
some uncertainty and could be delaying investment
decisions.
Following completion of the Lafarge Tarmac merger
and the creation of Hope Construction Materials in
January last year, the industry in the UK looks more
stable than it has for some years and this can only be
good for Breedon. The acquisitions made last year
have increased the scale of our business and will
deliver ongoing benefits. We have an experienced
management team and a dedicated workforce. With
market conditions looking favourable, we are confident
of delivering an improved performance in 2014.
Simon Vivian
Group Chief Executive
4 March 2014 19
CLIVEDEN HOUSE
Once one of the best-known private homes in the UK,
Cliveden once played host to George I and Queen
Victoria and was home to three dukes, an earl and
Frederick Prince of Wales. Today it is an award-
winning 5-star hotel.
When re-laying The Avenue (the main driveway) and
forecourt in front of the hotel, The National Trust and
London Regional Properties needed a surface which
would complement both the building and the
surrounding area, but which would also be able to
cope with the large number of visitors, many of them
driving the world’s most prestigious luxury cars. 
The solution was 450 tonnes of Breedon Buff
chippings, one of the special aggregates produced
exclusively at Breedon Quarry. 20
FINANCIAL REVIEW
The Consolidated Financial Statements therefore
incorporate the results from these operations. 
Total consideration for these two acquisitions was
£54.0 million in cash, funded from a £61.0 million
equity placing.
Revenue for the year was £224.5 million (2012:
£173.5 million). Excluding revenue from acquisitions
acquired during the year, revenue would have been
£200.2 million (2012: £173.5 million). 
Underlying earnings before our share of associated
undertakings, interest, tax, depreciation and
amortisation (“EBITDA”) were £28.3 million (2012:
£20.2 million). Of this, EBITDA of £5.3 million was
generated by acquisitions. Underlying Group
operating profit was £14.6 million (2012: £8.8 million).
Underlying results are stated before acquisition-
related expenses, redundancy and reorganisation
costs, property items, amortisation of acquisition
intangibles and related tax items.
Profit after tax for the year was £9.4 million (2012:
£5.3 million).
I am pleased to report on the results and financial statements of Breedon Aggregates Limited for the
year ended 31 December 2013. During the year we completed two acquisitions: firstly the trade and
assets of Aggregate Industries’ north of Scotland operations, comprising six quarries, seven ready-
mixed concrete plants, four asphalt plants and two concrete products sites; and secondly the trade
and assets of four quarries and an option over a further site from Marshalls.
2013
£000
2012
£000
Variance
Revenue:
England 114,886 91,278 25.9%
Scotland 109,660 82,179 33.4%
Total 224,546 173,457 29.5%
Underlying EBITDA:
England 15,760 11,562 36.3%
Scotland 15,868 11,345 39.9%
Head office (3,361) (2,724) (23.4)%
Total 28,267 20,183 40.1%
Margin 12.6% 11.6% 21
DELIVERING VALUE
DIVISIONAL PERFORMANCES
The market environment showed a general
improvement compared to the previous year, which
was adversely affected by very wet weather in April
and June. This improvement was more noticeable in
England than Scotland.
The size of the business in Scotland has increased
significantly with the addition of the acquired
operations and the referral of this acquisition to the
competition authorities has only allowed for partial
integration of these assets; greater benefits from
the acquisition are anticipated when the full
integration process is completed during 2014. 
For the 12 months as a whole, aggregates volumes
were up 42.7% at 6.1 million tonnes, with both
England and Scotland ahead year-on-year. Excluding
acquisitions, the volume of aggregates would have
been ahead 11.6%. Asphalt volumes were 14.7%
ahead at 1.4 million tonnes, with asphalt volumes
ahead in both England (by 14.8%) and Scotland (by
14.5%). Excluding the acquisition, asphalt volumes
in Scotland would have been ahead by 3.2%.
Ready-mixed concrete volumes grew by 26.5% in
the year to 0.6 million cubic metres, assisted by the
inclusion of the former Aggregate Industries sites.
Excluding the volume from the acquired sites,
ready-mixed concrete volumes were ahead 10.8%. 
The full-year revenue of £224.5 million represented a
29.5% increase on 2012. Excluding revenue from the
acquisitions of £24.3 million, Group revenue would
have been 15.4% ahead of the prior year. The
underlying EBITDA of £28.3 million was up £8.1
million, or 40.1%, year-on-year. Excluding the
contribution from acquisitions, EBITDA was ahead by
£2.8 million, or 13.9%, year-on-year. 
As a consequence of the partial recovery in the
market, careful selection of work, and the higher
margins associated with acquired assets, EBITDA
margins across the business in England and Scotland
were improved year-on-year.
NON-UNDERLYING ITEMS
Non-underlying items in the year were a net pre-tax
cost of £1.4 million (2012: credit £0.2 million) and
comprised acquisition-related costs of £1.3 million
and competition authority related costs of £1.1
million; a gain on the sale of property of £0.5 million
and the release of a provision for environmental and
planning of £0.8 million; and £0.3 million of
redundancy costs. In addition, non-underlying items
include a tax credit of £1.1 million (2012: £0.9 million)
in respect of the agreement of prior year items.
INTEREST & TAX
Net finance costs in the year totalled £3.6 million
(2012: £4.3 million) and included interest on the
Group’s bank facilities, amortisation of bank
arrangement fees and interest on finance leases.
The reduction in the levels of borrowings and
finance leases had the effect of reducing interest
costs in the year.
An underlying tax charge of £2.7 million (2012: 
£1.4 million) was recorded in the year, resulting in an
underlying effective tax rate for the full year of 21.8%,
influenced by the effects of the beneficial impact of
the reducing UK corporation tax rate, income from
associates already being taxed and of costs in Jersey
for which no tax relief can be obtained. 22
DELIVERING VALUE
The Group’s tax strategy is to comply with all
relevant regulations whilst managing the total tax
burden and seeking to maintain a stable effective tax
rate. The Group seeks to achieve this through
operating a simple Group structure and through
engagement with its stakeholders including HM
Revenue & Customs (“HMRC”).
The Group endeavours to structure its affairs in a tax
efficient manner where there is commercial benefit
in doing so with the aim of supporting investment in
the business and its capital expenditure
programmes. This takes into account utilisation of
capital allowances and any historic losses in the
business which can be offset against current year
profits. The Group seeks to ensure that its actions do
not adversely impact its reputation as a responsible
tax payer in the following ways:
 It takes appropriate tax advice and support from
reputable professional firms and parameters which
govern its approach are set by the Board which
regularly reviews the Group’s tax strategy.
 It is open and transparent in its dealings with
HMRC and deals with any queries in a timely and
open manner and, in particular, responds to any
tax queries quickly and on a full disclosure basis.
 Any tax affairs are administered in a lawful and
responsible manner. 
 It minimises uncertainty through dialogue with
professional advisers and HMRC.
 All of its tax liabilities arise in the subsidiary
companies in the UK and in terms of the UK
corporation tax position all years up to 2011 
are agreed.
The Group is responsible for submitting computations
and returns in respect of Corporation Tax, National
Insurance, Aggregates Levy and other taxes including
VAT and PAYE and paying the resultant tax or levy.
The Group entered into the HMRC Senior
Accounting Officer regime for the first time in 2013
and this will provide an opportunity to formalise the
documentation of policies and procedures in relation
to tax risk management. 
EARNINGS PER SHARE
Basic earnings per share (“EPS”) for the year were 1.08
pence (2012: 0.85 pence), struck after the non-
underlying items mentioned above. Underlying basic
EPS for the year totalled 1.12 pence (2012: 0.67 pence).
STATEMENT OF FINANCIAL POSITION
Net assets at 31 December 2013 were £149.0
million (2012: £79.3 million). The Company issued
290 million ordinary shares during the year in the
form of an equity placing in April at 21 pence per
share. A further 59 million ordinary shares were
issued in exchange for Management and Marwyn
Participation Shares. The balance of the increase in
shares in issue was accounted for by the exercise of
share options and the exercise by KBC Bank and
Bank of Ireland of their holding of warrants at a price
of 12 pence per share.
Assets acquired in the year have been valued at fair
value as at the date of acquisition by the Directors,
guided by third party valuations where appropriate.
The net assets are underpinned by the mineral, land
and building assets of the Group, which at the end of
December 2013 had a book value of £122.1 million
(2012: £93.8 million).
CASH FLOW
Cash generated from operating activities was £24.9
million (2012: £14.5 million).
In addition to delivering short-term earnings growth,
we are positioning the Group for the longer term
and, as part of that, we are investing in the business,
adding acquisitions where these make sense both
strategically and financially and investing in plant and
equipment. During 2013 we purchased replacement
crushing and screening equipment for our mobile
crushing train in the west of Scotland, replacement
crushing equipment for our Orrock quarry in Fife and
a second-hand mobile asphalt plant for our business
in Scotland. We also upgraded our asphalt plant at
Leaton in Shropshire, acquired a new mineral reserve
deposit from Cemex in Fife, acquired five
replacement paving machines for our contract
surfacing operations and invested in plant and
equipment at the newly-acquired sites to bring these
operations up to a good standard.  23
During 2013 the Group spent £54.0 million on
acquisitions, and recorded a cash spend on capital
expenditure projects of £12.5 million.
We raised a net £59.9 million through the issue of
shares, which was utilised to fund the acquisitions.
A further £4.6 million was raised from the disposal
of surplus assets in the Group, which was utilised to
reduce the Group’s bank debt. The reduction of
finance leases totalled £5.0 million, resulting in a net
cash inflow for the year of £12.4 million (2012:
inflow £7.2 million). 
Net debt at 31 December 2013 was £54.4 million
(2012: £74.1 million). The ratio of net debt to
EBITDA reduced to 1.9x down from 3.7x at the
end of 2012.
BANK FACILITIES
The Group’s bank loans have a maturity date of 5
September 2015 and are subject to a floating interest
rate based on LIBOR plus margin. At 31 December
2013, total undrawn facilities available to the Group
amounted to £29.6 million.
The Group’s bank facility is subject to covenants
which are tested quarterly. These covenants are:
Group interest cover, minimum underlying EBITDA
and Group cash flow cover. At 31 December 2013,
the Group comfortably complied with all three
covenants. Based on our current estimates, we
expect to comply with all our covenants for the
foreseeable future.
The Group has in place interest rate hedges which
mitigate the risk of interest rate rises on the Group’s
bank loans (see note 20 to the financial statements). 
DIVIDENDS
Subject to availability of distributable reserves,
dividends will be paid to shareholders when the
Directors believe it is appropriate and prudent to do
so. However, for now the main focus of the Group
will be on delivering capital growth for shareholders.
RISK MANAGEMENT
Risk is an inherent and accepted element of doing
business and effective risk management is
fundamental to how we run our business and
underpins the delivery of the Group’s objectives.
The Group’s approach to risk management is to
identify key risks and then to develop actions or
processes within the business to eliminate or
mitigate those risks to an acceptable level.
RISK MANAGEMENT PROCESS
Risk management processes are embedded
throughout the organisation and assist management
in identifying and understanding the risks they face in
delivering business objectives and the key controls
they have in place to manage those risks.
The Board is responsible for the Group’s system of risk
management and internal control and for reviewing
their effectiveness. The Group Finance Director
provides a twice-yearly update to the Board on the key
risks and controls within the Group, highlighting the
roles and responsibilities of key management in
managing those risks. The Board has concluded that
the Group maintained sound risk management and
internal controls throughout the year. However, such
systems are designed to manage rather than eliminate
the risk of failure to achieve business objectives and
can provide only reasonable and not absolute
assurance against material misstatement or loss. 
PRINCIPAL RISKS
The Group operates in an economic and business
environment in which risks and uncertainties exist,
not all of which are necessarily within its control.
Whilst acknowledging that it is not possible to
eliminate such risks and uncertainties completely,
established risk management and internal control
systems and procedures exist within the Group to
mitigate their impact.
The Board recognises that there are likely to be other
risks and uncertainties which are currently unknown
but believes that the Group’s risk management
approach will continue to help in identifying and
responding to such risks.
We have identified the principal risks which could
adversely impact the financial position of the Group
or impact its ability to meet its strategic objectives.
Set out on the following pages is a description 
of those principal risks, together with the 
mitigating factors or action we have taken.  24
DELIVERING VALUE
ECONOMIC ENVIRONMENT
Changes in the UK macro-economic environment may cause the Group’s customers to cancel, reduce or postpone expenditure on projects that
create demand for our products. Difficult economic conditions also increase the Group’s exposure to credit risk among its customers.
Impact Mitigation
Any significant changes in the level or timing of
customers’ expenditure could impact on the
Group’s activity levels.
Although government expenditure does play a large part in generating demand for the Group’s products,
the Group has a broad exposure to various end-uses for its products, including private housing, commercial
and industrial development and infrastructure projects, and responds quickly to evolving market
requirements.
Failure of a significant customer could result in 
non-collection of amounts owed.
The Group supplies a diverse customer base, with no single customer accounting for more than 5% of
sales. The financial solvency of our customers is always considered before supplying them and we
maintain credit insurance cover over the majority of our private sector debtors.
Reduced demand can lead to larger competitors
trading down to smaller contracts and increasing
competitive pressure on our business. These
competitors may also seek to reduce prices in the
short term to secure market share.
The Group works hard to develop relationships with its customers and attempts to provide a high level of
service that fosters a degree of loyalty. Furthermore, the Group is a low-cost producer in all its regions,
helped by investment in both new products and modern, efficient plants, and is able to sustain short-term
price erosion.
The Group is heavily reliant on energy and fuel oil to
produce its products and to get them to market.
Increases in the costs of these essential inputs can
have a significant effect on the Group’s cost base.
The Group operates a strategic purchasing plan which attempts to spread the risk by a combination of
better buying, fixed-term contracts and spot prices. However, we remain exposed to inflationary cost
increases on bitumen, gas-oil and diesel. The solution is to pass on these additional costs to our
customers through price increases and forward-pricing, although inevitably, due to the nature of the
contracts we have to supply and lay materials, there will be a time lag between the date we start paying
additional costs and the date from which we are able to recover these costs in the market.
LIQUIDITY
Liquidity risk is the risk that the Group does not have sufficient financial resources to meets its obligations as they fall due.
Impact Mitigation
Unavailability of sufficient borrowing facilities to
enable the servicing of liabilities and the inability
to refinance facilities as they fall due or to comply
with borrowing covenants.
The Group manages liquidity risk by continuously monitoring forecasts and cash flows and planning its
expenditure and available facilities accordingly. The Group uses term and revolving bank facilities and
sufficient headroom is maintained above peak requirements to meet unforeseen events. There is
adequate headroom against covenants based on the Group’s internal forecasts.
Fluctuation of interest rates could impact on Group
profitability and covenant headroom.
The Group has a policy of operating with a combination of capped and floating interest rates and targets
to have at least half its interest on term debt capped at any time. 25
LEGAL AND REGULATORY
The Group operates in a highly regulated environment and is subject to a number of complex, demanding and evolving legal, tax and 
regulatory requirements.
Impact Mitigation
A breach of these laws and regulations could lead
to legal proceedings, investigations or disputes
resulting in a disruption of business and potential
reputational damage.
The Group monitors and responds to legal and regulatory developments and benefits through its
membership of the Mineral Products Association, which assists in the implementation of any new
regulation. The Group also participates fully in the consultation process in respect of new regulation in an
effort to ensure that any new measures are workable and achievable, whilst minimising the impact on the
environment of delivering products which are fundamental to the economic well-being of the communities
in which we operate.
Planning consents are required in order to utilise
the Group’s mineral reserves and to build and
operate added-value processing facilities such as
asphalt and concrete plants. The planning regime
is strict and gaining permissions is challenging.
Failure to be seen to be a responsible operator may
impact on future sustainability of Group operations.
The Group tries to involve all stakeholders in early consultation and regularly meets with local
communities in organised liaison groups in areas where communities are impacted by its operations.
Increased focus on the sector by the competition
authorities could increase the cost of growing the
business through acquisition. 
The experience gained in 2013 will assist the Group in assessing the competitive overlap of future
acquisitions so that associated costs can be mitigated.
HEALTH & SAFETY AND ENVIRONMENT
Health and safety is a key issue in the sector in which the Group operates. Improvements have been made across the industry in recent years
and continued improvement is sought in order to make it a safer industry for our employees, customers and suppliers to operate in.
Impact Mitigation
Failure to manage these risks could expose the
Group to significant potential liabilities and
reputational damage.
Safety sits at the top of every agenda within the Group. Detailed health and safety policies and
procedures exist to minimise such risks and are subject to review and monitoring by the executive
management team. The Group also employs experienced health and safety advisers who provide advice
and support to line management. All managers are engaged in regular on-site discussions with
employees regarding health and safety and their understanding of the risks in the workplace. 
Management, training and control systems are in place to minimise and prevent these risks. These
systems are reviewed regularly and all new plant and equipment is specified with these risks in mind.
PEOPLE
The success of the Group depends on its ability to recruit and retain the best management and employees, who have the appropriate
competencies and also share the Group’s values and behaviours.
Impact Mitigation
Failure to recruit and retain the right people could
have an adverse impact on the Group’s ability to
deliver on its strategic objectives.
Annual performance reviews take place to assess the performance, competency and potential of all
management in the Group. Appropriate remuneration and incentive packages are in place to assist in the
attraction and retention of key employees. 26
DELIVERING VALUE
KEY PERFORMANCE INDICATORS
The Group uses the following financial and non-
financial key performance indicators (“KPIs”) to
measure the operational and strategic performance
of the business. 
Earnings per share and market value growth 
The primary performance indicators are the Group’s
underlying earnings per share and market value
growth. Our aim is to increase earnings per share
each year, both through the growth of our existing
business and through acquisition. 
EBITDA & EBITDA margin
The Group uses business-unit underlying EBITDA
and EBITDA margin as the key performance
indicators to monitor the progress of each of our
business units towards our overall targets. 
Net debt to EBITDA
The ratio of net debt to EBITDA is monitored as a
measure of the Group’s leverage.
Cash management
The level of cash generation within the Group is
monitored as a KPI to ensure that available facilities
meet the needs of the business. 
Non-financial KPIs
Non-financial KPIs include the monitoring of mineral
reserves based on quarry life, taking into account
consents gained and minerals extracted, to ensure
the sustainability of this key asset to the Group.
Other non-financial KPIs include those in respect of
health and safety, particularly Lost Time Incident
Frequency Rates. This is the frequency rate of
injuries resulting in an employee being absent for
one or more shifts.
Other KPIs
The Group also monitors a range of other KPIs,
including bitumen and cement costs per tonne,
carbon emissions per tonne and interest cover.
Ian Peters
Director
4 March 2014 27
MALDIE DAM
npower’s new hydropower project on the Maldie Burn
near Kylestrome in Sutherland will generate up to
4.5MW and power around 2,500 homes. Breedon
supplied material for around five kilometres of site
access roads, followed by a substantial quantity of
structural concrete for a dam intake structure and
powerhouse.
It was a particularly challenging project given that the
materials had to travel for around 1½ hours by road
from our nearest quarry at Morefield, whilst
maintaining continuity of pumping. 28
CORPORATE SOCIAL
RESPONSIBILITY
HEALTH AND SAFETY
Breedon Aggregates is committed to providing and
maintaining a safe environment for all of our
employees, customers and other visitors to our
premises and to complying with all relevant health
and safety legislation. Our ultimate goal is to achieve
Zero Harm throughout our operations, an objective
that we introduced in 2011 and captured in the logo
which has continued to feature prominently across
our business.
In pursuit of this objective we aim to:
 protect the health of our employees with suitable,
specific, work-based strategies;
 seek to minimise the risk of injury from their
activities;
 ensure that, through senior management
participation, sufficient resources and information
are made available, and suitable management
systems are in place, to address health and safety
matters; and 
 encourage the involvement of employees and 
aim for continual improvement in health and
safety standards through a formal reporting and
review process.
Compliance with Group policy is monitored and
reviewed centrally and a comprehensive monthly
health and safety report is produced for the Board.
The Group Chief Executive has been designated by
the Board as the director responsible for health and
safety matters.
The Group Chief Executive chairs our Health and
Safety Committee comprising the Group Finance
Director, and the Chief Executives and Health and
Safety Managers of Breedon Aggregates England and
Breedon Aggregates Scotland. The principal objective
of the Committee is to ensure a co-ordinated
approach to the Group’s management of all Health,
Safety and Environmental (“HSE”) issues.
Breedon Aggregates recognises the importance of balancing the interests of its key stakeholders –
employees, customers, investors, suppliers and the wider community in which we operate. 29
DELIVERING VALUE
The Group aims for continuous improvement in
health and safety KPIs, including our Accident
Incidence Rate, Lost Time Injury Frequency Rate
(“LTIFR”), and Lost Time Injury Severity Rate.
Performance against these KPIs is reported monthly.
We also report monthly on the number of near
misses reported in our business, as we firmly believe
that today’s near miss is tomorrow’s preventable
incident, and our focus on this area of reporting
resulted in a 116% increase in reported near misses
in 2013 (following a similar increase in the previous
year). We now have an average of some 7 near
misses reported for every working day.
The graph above shows the improving trend in the
Group’s LTIFR over the last 12 months whilst the
graph below shows the 3 years since Breedon
Aggregates was created.
The major drivers of these improvements have been:
 extensive use of near miss analysis to identify
areas of concern and proactively manage them;
 revising and clearly defining the standards of
behaviour expected from all employees; and
 increasing employees’ accountability for
behaviours and standards.
We were disappointed that we fell short of our target
of a 50% reduction in the LTIFR in 2013, when the
actual improvement achieved was 40%, and we are
redoubling our efforts in 2014 to achieve a targeted
improvement of 50% again, as we did in 2012. 
3.0
2.8
2.6
2.4
2.2
2.0
1.8
1.6
1.4
1.2
1.0
0.8
0.6
0.4
0.2
0.0
Jan 2011
Feb 2011
Mar 2011
Apr 2011
May 2011
Jun 2011
Jul 2011
Aug 2011
Sep 2011
Oct 2011
Nov 2011
Dec 2011
Jan 2012
Feb 2012
Mar 2012
Apr 2012
May 2012
Jun 2012
Jul 2012
Aug 2012
Sep 2012
Oct 2012
Nov 2012
Dec 2012
Jan 2013
Feb 2013
Mar 2013
Apr 2013
May 2013
Jun 2013
Jul 2013
Aug 2013
Sep 2013
Oct 2013
Nov 2013
Dec 2013
LTIFR 2011-2013
1.0
0.9
0.8
0.7
0.6
0.5
0.4
0.3
0.2
0.1
0.0
Jan 2013
Feb 2013
Mar 2013
Apr 2013
May 2013
Jun 2013
Jul 2013
Aug 2013
Sep 2013
Oct 2013
Nov 2013
Dec 2013
LTIFR 2013 30
DELIVERING VALUE
As previously reported, we also operate two
important HSE initiatives across our Group and
these are now embedded in the HSE culture of
Breedon Aggregates:
1. A Visible Felt Leadership (“VFL”) and
Behavioural Safety programme, under which all
senior managers are committed to undertaking a
minimum number of VFL visits per annum to our
operations. During these visits they closely
observe what is happening in the workplace and
engage employees in a dialogue about how their
tasks might be undertaken more safely. In 2013
there were over 1,800 VFL visits recorded, 
more than double the prior year; and
2. Breedon Basics, a series of non-negotiable safety
rules with which every employee in the Group has
signed up to comply, to help the Group achieve its
ultimate goal of Zero Harm. 
EMPLOYEE ENGAGEMENT
One of our most successful initiatives has been 
our Best of Breedon scheme, which encourages
employees to come up with practical suggestions 
for ways we can improve the performance of 
our business. 
Since the scheme was launched at the end of 2010,
we have received over 260 suggestions, the great
majority of which have been of great practical value
to the Group. The most outstanding suggestions have
received Best of Breedon awards: the winners have
been rewarded with attractive prizes and their
suggestions have been quickly implemented in the
business. These have led to a real improvement in
the performance of certain of our operations and
valuable associated cost-savings. Examples of recent
suggestions adopted include: health & safety
improvements that were nominated for a national
industry award; using redundant conveyor belts to
prevent dust dispersion; and installing inexpensive
high-street cameras to make internal inspections of
aggregate bins safer and easier.
In 2011, we introduced the Breedon GoodQuarry
scheme, designed to raise operational standards
across the Group, identify best practice and highlight
those units which were underperforming in key areas.
The purpose of GoodQuarry is to ensure that all our
operations deliver the highest possible standards of
safety, environmental and planning compliance,
maintenance, efficiency and community relations.
Twelve units matched the exacting standards of the
scheme in the first two years of the scheme and a
further 4 units achieved GoodQuarry status in 2013.
Improvement plans have been put in place for others
in preparation for future audits.
Following the success of GoodQuarry in creating a
business excellence aspiration across the Group, we
have now developed a Breedon GoodContracting
scheme to ensure a similar approach across all of our
surfacing operations. 31
All of our employees are kept up-to-date on our
activities through our internal newsletter, From the
Rock Face, which provides information on the
performance of the business, major developments in
the Group such as acquisitions and new planning
consents, and significant HSE initiatives, as well as
keeping employees updated on many of the
interesting activities of their colleagues such as
charitable events and sporting achievements. In
2013 we also launched additional publications to
keep employees updated on our energy and vehicle
management activities. 
EDUCATION AND TRAINING
Our people are the cornerstone on which our
business is built and we recognise the importance of
ensuring that we maintain their skills and knowledge
at the highest possible level. During 2013, four
employees of Breedon Aggregates Scotland
graduated from the University of Derby with a
Diploma in Quarry Engineering through the Institute
of Quarrying. The business has also been active in
Vocational Qualification programmes that have
attracted significant funding through Skills
Development Scotland for S/NVQ’s in mobile plant,
RMX plants, asphalt plants and crushing plants
together with S/NVQ’s in the contracting business in
both surfacing & civil engineering disciplines. These
programmes help to ensure that our workforce is
operating within the National Occupational
Standards and complying with the MPA’s Safer by
Competence Directive. Breedon Aggregates
England has also trained a large number of quarry
operatives & managers to complete their QCF as
part of the Safer by Competence campaign.
We also recognise that if we are to preserve and
improve the skills and knowledge in our business,
we need to foster young talent. We have therefore
expanded on our 2012 intake of apprentices by
taking on trainees in our workshops at Dunbeg near
Oban and in our Shierglas quarry. 
In addition, for the first time in 2013 we supported
the Highlands & Islands Celebration of Engineering &
Science which brings together local schoolchildren
from both primary and secondary schools to
showcase their science and engineering projects and
to take part in challenges set by local companies.
ENVIRONMENTAL
Continuous improvement in our environmental
performance is critical to ensuring that our activities
comply fully with environmental standards and
legislation. All of Breedon Aggregates’ units
(including those acquired during the year) have
achieved BS EN ISO 14001:2004 accreditation. We
are also continuing to develop our BES 6001
sustainability accreditation which takes into account
carbon management, water usage, reducing the
impact of transport and the use of renewable and
recycled materials. All of Breedon Aggregates
England’s concrete and mortar operations have
achieved this standard and work is underway on
securing the same accreditation for its asphalt
operations during the current year. 
We have maintained our
commitment to improving
energy efficiency and reducing
carbon emissions in our
operations. We have developed a Carbon Management
Policy and Carbon Management Plan that provide the
focus for our future work on carbon reduction. The
original Plan set a target to reduce our emissions by
10% by the end of 2014 and that target was achieved a
year early, by the end of 2013. In 2013 alone we
delivered a 7% reduction in our carbon intensity per
tonne of material produced. We have therefore now
set ourselves a new target of a further 10% reduction
in emissions by the end of 2015, whilst maintaining the
production levels required to meet demand.
Our continuing achievements in reducing carbon
emissions were recognised in 2013 when we achieved
the Carbon Trust Standard across all of our UK
business. This status recognises our strenuous efforts
to continue reducing our carbon emissions and gives a
clear demonstration to our customers and other
stakeholders of our ongoing commitment in this area. 32
DELIVERING VALUE
We are continuously seeking ways to improve our
energy usage and we are working towards
converting all of our asphalt plants to using waste oil
to power their burners. We are also continuing to
invest in dedicated covered storage units around the
Group for our fine aggregates, which will generate a
significant reduction in the energy required in the
heating and drying processes, and we have
developed a suite of energy usage measurement
KPIs which will allow us to identify opportunities for
even further improvement.
We recognise that none of these initiatives will be
successful unless our employees understand the
benefits that they will bring to both their business
and the environment. We are therefore rolling out a
series of road-shows in 2014 which will give every
employee an opportunity to hear what we are trying
to achieve and to give us the benefit of their
feedback and ideas on how we might make even
more improvements both locally and across the
Group as a whole.
We continue to work hard to improve our recycling
performance. In England, Breedon Aggregates uses
up to 20% RAP (Reclaimed Asphalt Pavement) in
its base and binder course materials. In Scotland,
our plants at Ethiebeaton, Orrock, Elgin and Oban
have been fitted with RAP feed systems which
allow us to recycle up to 20% reprocessed asphalt
planings as RAP in standard hot mix asphalt base
and binder course materials. In 2013, our use of
RAP in our Scottish operation increased more than
seven-fold. Asphalt planings that come back from
contracting sites are also routinely reprocessed into
type 1 sub-base. In addition, we use recycled
incinerator bottom ash as aggregate in our
Ethiebeaton asphalt plant.
Our continuing commitment to encouraging local
species in our quarry development plans was
demonstrated when our Leaton quarry near Telford in
Shropshire joined our Lloyds quarry in Flintshire as
members of the Wildlife Trust. This allows staff from
the Trust to visit the sites to study the flora and fauna
that can be found around the quarries, and our own
employees have also taken the opportunity to
become involved in their work.
COMMUNITY ENGAGEMENT
We have established a number of community liaison
groups to encourage dialogue between our
businesses and the communities in which they
operate, tackling such important issues as planning
and development, transport and road usage, and
community support.
During the year, in conjunction with work being
undertaken by the MPA and the Highlands Council,
we took part in a number of initiatives aimed at
helping to protect vulnerable road users, particularly
cyclists. We have added a range of additional
sensors, mirrors and cameras to many of our trucks
which operate in busy areas.
We again made contributions to a number of
deserving causes in the communities in which we
operate. These included contributions of materials to
schools, village halls, churches and memorial
projects around the country. One such donation took
the form of a 30 tonne block of granite from our
Craigenlow quarry in Aberdeenshire, which was
sculpted into a magnificent monument to
commemorate Captain Scott’s ill-fated 1912
expedition to the South Pole, initially planned at Glen
Prosen in Angus where the monument now stands.
Following our acquisition of the Breedon Hebrides
operations in May 2013, we were delighted to be
able to honour their commitment to sponsor the
Western Isles Island Games Association’s 15-strong
team, which competed in the 2013 NatWest Island
Games in Bermuda in June and July. We have also
agreed to continue our successful sponsorship of the
Highland League Cup, a high-profile football
tournament played across our Scottish heartlands and
one of a number of local and regional sporting
organisations and events supported by Breedon
Aggregates north and south of the border. 33
BEAULY TO DENNY
POWERLINE
The key project in a £1.1 billion upgrade of Scottish
Hydro’s transmission network is the 120 mile-long
Powerline being built between Beauly in the remote
north of Scotland to Denny near Stirling. It will
transport electricity from on and offshore wind
turbines, hydro-generation schemes and tidal power 
in the remote north of Scotland into the densely
populated Central Belt. 
Breedon has supplied a specially designed ready-
mixed concrete to main contractor Balfour Beatty for
300 of the 575 pylon bases, each of which needs
between 100 and 160 cubic metres of concrete. 
Our joint venture Mobile Concrete Solutions has also
supplied material from one of its mobile plants for 
40 pylon bases in the remote Corrieyairack Mountains.  34
DIRECTORS
Simon Vivian 
Group Chief Executive
Simon has over 25 years’ experience in the
aggregates and construction industries. He
worked in a number of roles with Hanson PLC
1987-2003, ultimately as a main board director and
Chief Executive of Hanson’s European Building
Materials business. He oversaw operations in
eight European countries, employing over 8,000
people with revenues of over £1.5 billion. Whilst
with Hanson, he executed and integrated a
number of acquisitions and managed the disposal
of the company’s waste management business,
Greenways, for £185 million. 
From 2004 to 2006 Simon was Chief Executive
of Mowlem PLC, where he led an organisation
with over 25,000 employees, generating
revenues of £2.2 billion from operations in the
UK, USA and Australia. He has been Group Chief
Executive of Breedon Aggregates Limited since
its formation in 2010 through the reverse
acquisition of Breedon Holdings by Marwyn
Materials, the AIM-listed company he co-founded
with Peter Tom.
Peter Tom CBE
Executive Chairman
Peter has more than 50 years’ experience in the
aggregates industry. He joined Bardon Hill Quarries
Limited as a school-leaver in 1956, becoming
Managing Director in 1977 and Chief Executive of
Bardon Group plc in 1985. He went on to lead the
merger of Bardon and Evered plc in 1991 and the
enlarged group’s subsequent merger with CAMAS
in 1997 to form Aggregate Industries plc. 
Following the acquisition of Aggregate Industries
by Swiss building materials Group Holcim Limited
for £1.8 billion, he served as non-executive
Chairman of Aggregate Industries until his
resignation in December 2007. He has been
Executive Chairman of Breedon Aggregates
Limited since its formation in 2010 through the
reverse acquisition of Breedon Holdings by
Marwyn Materials, the AIM-listed company he co-
founded with Simon Vivian in 2008 to consolidate
the smaller end of the heavyside building
materials industry. Peter has been Chairman of
Leicester Rugby Football Club (Leicester Tigers)
since 1997. He is also Chairman of Leaf Clean
Energy Company and of the Channel Islands
Property Fund.
Susie Farnon 
1,2,3
Non-executive Director
Susie was a Banking and Finance Partner with
KPMG Channel Islands from 1990 until 2001 and
Head of Audit at KPMG Channel Islands from
1999. She has served as President of the
Guernsey Society of Chartered and Certified
Accountants and as a member of The States of
Guernsey Audit Commission and The Guernsey
Public Accounts Committee. She is Vice-Chairman
of The Guernsey Financial Services Commission
and a non-executive director of a number of listed
and unlisted companies. Susie was appointed to
the Board of Breedon Aggregates Limited on 
1 November 2010 and became the Senior
Independent Director in January 2012. 35
DELIVERING VALUE
David Williams 
2
Non-executive Director
David has significant experience in the investment
market. He has served as Chairman in executive
and non-executive capacities for a number of
companies, both public and private. He has built a
reputation for creating significant shareholder
value through both organic and acquisitive growth,
as well as leading turnaround situations.
David Warr 
1,2
Non-executive Director
David is a Chartered Accountant and a Fellow of
the Institute of Charted Accountants in England
and Wales. He became a partner of Reads & Co,
a Guernsey based practice of Chartered
Accountants in 1981 and helped develop it into a
broadly based financial services business which
was sold in 1999. David currently holds a number
of non-executive directorships including
Threadneedle UK Select Trust Limited, Schroders
Real Estate Investment Trust Limited, Acorn
Income Fund Limited, Crystal Amber Fund
Limited, Unigestion (Guernsey) Limited, Mid
Europa Fund Management Limited and The
Guernsey Community Foundation LBG.
Rob Wood 
Group Finance Director
Rob has over 10 years’ experience in the
international building materials industry. Rob
qualified as a Chartered Accountant with Ernst &
Young and subsequently joined Hanson PLC
where he held a number senior positions
including Finance Director Brick Continental
Europe, Finance Director Building Products UK
and Chief Financial Officer Australia & Asia
Pacific. Following the acquisition of Hanson PLC
by HeidelbergCement AG Rob returned to the UK
and joined Drax Group plc as Group Financial
Controller. During his time at Drax Group plc he
also spent a period of time as Head of M&A. Rob
was appointed to the Board on 3 March 2014.
Key:
1 Member of the Audit Committee
2 Member of the Remuneration Committee
3 Senior Independent Director 36
DIRECTORS’ REPORT
PRINCIPAL ACTIVITY & BUSINESS REVIEW
Breedon Aggregates Limited’s principal activity is as
a holding company for companies involved in the
quarrying, production and sale of aggregates and
related activities. Further details of the Group’s
activities and future developments are included in
the Chairman’s Statement on pages 10 to 12, and in
the Chief Executive’s Review on pages 14 to 18.
RISK MANAGEMENT
The Board is ultimately responsible for risk
management and continues to develop policies and
procedures that reflect the nature and scale of the
Group’s business. These are designed to identify,
mitigate and manage risk, but they cannot entirely
eliminate it. Further details of the key areas of risk to
the business identified by the Group, together with the
Group’s operational key performance indicators, are
included in the Financial Review on pages 20 to 26.
RESULTS & DIVIDENDS
For the year to 31 December 2013, the Group’s
profit before tax was £11.0 million (2012: £5.8
million) and after tax was a profit of £9.4 million
(2012: £5.3 million). Subject to availability of
distributable reserves, dividends will be paid to
shareholders when the Directors believe it is
appropriate and prudent to do so. 
STATED CAPITAL
Details of the Company’s shares in issue are set out
in note 18 to the financial statements.
DIRECTORS
The following directors served during the year.
Biographical details of the Directors (except for Ian
Peters*) can be found on pages 34 to 35 and details
of the Directors’ service contracts are given in the
Directors’ Remuneration Report on pages 44 to 48.
The Directors present their report, together with the audited financial statements, for the year ended 
31 December 2013.
Peter Tom CBE Executive Chairman
Simon Vivian Group Chief Executive
Ian Peters Group Finance Director*
Susie Farnon Independent Non-executive Director
David Warr Independent Non-executive Director
David Williams Non-executive Director
* Ian Peters resigned as Group Finance Director on 3 March 2014 and will resign from the Board on 10 March
2014. Rob Wood was appointed to the Board as Group Finance Director on 3 March 2014. 37
DELIVERING VALUE
DIRECTORS’ INTERESTS
The Directors in office at 31 December 2013 had
interests in the issued share capital of the Company
as shown in the table above.
All the interests are beneficial, unless indicated
otherwise. Except as disclosed in note 19 to the
financial statements, no Director has any interests in
the issued share capital or loan stock of any
subsidiary undertaking. 
There were no changes in the Directors’ interests
between 1 January 2014 and 4 March 2014.
SUBSTANTIAL SHAREHOLDINGS
The Company is aware that, as at 14 February 2014,
other than the Directors, the interests of shareholders
holding 3% or more of the issued share capital of the
Company was as shown in the table below.
EMPLOYEES
The Group recognises the importance of employee
involvement in the operation and development of its
business units, which are given autonomy, within a
group policy and structure, to enable management to
be fully accountable for their own actions and gain
maximum benefit from local knowledge. Employees
are informed by regular consultation and internal
newsletters of the progress of both their own
business units and the Group as a whole. 
Directors
Ordinary Shares
31 December 2013 31 December 2012
Peter Tom CBE (and family) 47,741,867 34,966,665
Simon Vivian (and family) 16,466,347 3,444,445
Ian Peters 6,337,348 1,944,445
Susie Farnon 1,714,365 1,650,000
David Warr 5,055,556 5,055,556
David Williams 13,712,133 13,712,133
Beneficial Holder
Ordinary Shares
Number %
Invesco Asset Management Ltd 294,477,778 29.25
Marwyn Value Investors LP 146,223,698 14.52
AXA Framlington 70,465,333 7.00
Aviva plc and its subsidiaries 65,980,792 6.55
Ravenscroft Investment Management 65,942,491 6.55
Lansdowne Partners 35,833,301 3.56
Threadneedle Asset Management 31,404,230 3.12 38
DELIVERING VALUE
The Group is committed to providing equal
opportunities for individuals in all aspects of
employment, and considers the skills and
aptitudes of disabled persons in recruitment,
career development, training and promotion. If
existing employees become disabled, every effort
is made to retain them, and retraining is arranged
wherever possible.
POLITICAL CONTRIBUTIONS
The Group did not make any contributions to political
parties during either the current or the previous year.
ANNUAL GENERAL MEETING
Shareholders are being asked at the forthcoming
Annual General Meeting to grant the Directors
authority to allot up to 250,000,000 ordinary shares.
Shareholders are also being asked to grant the
Directors authority to allot, for cash otherwise than in
connection with a rights issue, up to 156,320,000
ordinary shares, which is approximately 15% of the
current issued ordinary share capital of the Company
(as adjusted for the potential exercise of the
outstanding warrants). The Company did not purchase
any of its ordinary shares during the year. However,
the approval of shareholders is being sought to renew
the existing authority to purchase its own shares.
If granted, and unless previously renewed, varied or
revoked, each of the authorities described above
shall expire at the conclusion of the Annual General
Meeting of the Company to be held in 2015 or within
12 months from the date of approval of the authority,
whichever shall be the earlier.
GOING CONCERN
The Group meets its day-to-day working capital and
other funding requirements through its banking
facility, which includes an overdraft facility, and
which expires in September 2015. Further details of
the Group’s bank facilities are given on page 23.
The Group actively manages its financial risks as set
out in note 20 to the financial statements and
operates Board approved financial policies, including
interest rate hedging policies, that are designed to
ensure that the Group maintains an adequate level of
headroom and effectively mitigates financial risks.
On the basis of current financial projections and
facilities available, the Directors have a reasonable
expectation that the Group has adequate resources
to continue in operational existence for the
foreseeable future and, accordingly, consider that it
is appropriate to adopt the going concern basis in
preparing these financial statements. 
DISCLOSURE OF INFORMATION TO AUDITOR
The Directors who hold office at the date of this
Report confirm that, so far as they are aware, there
is no relevant audit information of which the
Company’s Auditor is unaware, and each Director
has taken all steps that he or she ought to have
taken to make himself or herself aware of any
relevant audit information and to establish that the
Company’s Auditor is aware of that information.
AUDITOR
KPMG Channel Islands Limited, has expressed
willingness to continue in office and, in accordance
with Article 113 of the Companies (Jersey) Law
1991, a resolution to reappoint KPMG Channel
Islands Limited will be proposed at the forthcoming
Annual General Meeting.
By order of the Board
Peter Tom CBE Simon Vivian
Executive Chairman Group Chief Executive
4 March 2014 39
HALBEATH PARK 
AND CHOOSE
Fife Council were insistent that when they built a new
‘Park and Choose’ facility for more than 1,000 cars at
Halbeath near Dunfermline, they wanted a buff-
coloured surface. Breedon created a new asphalt,
Breedon Spectrum, from scratch, modified our plant at
Orrock to produce it, and laid the new surface in just
two days, together with new entrance roads, spine
roads and footpaths around the site.
The base aggregate for the material was Breedon
Golden Amber from Breedon quarry, which was shipped
north for the job. The special binder for the asphalt
travelled even further, from the South of France. 40
CORPORATE GOVERNANCE
The purpose of this statement is to describe the
Company’s approach to corporate governance and, in
particular, to explain how the Company has applied
the QCA Code.
THE BOARD OF DIRECTORS
The current Board comprises the Executive
Chairman, two executive directors, two independent
non-executive directors and one non-executive
director who is not considered to be independent. 
The Board considers that each of the non-executive
directors brings a senior level of experience and
judgement to bear on issues of strategy, performance,
resources (including key appointments) and standards
of conduct. Susie Farnon is the Company’s Senior
Independent Director. 
Biographical details of the Directors are set out on
pages 34 and 35.
The Board is provided with regular and timely
information on the financial performance of
businesses within the Group, and of the Group as
a whole, together with other trading reports,
contract performance and market reports and data,
including reports on personnel related matters
such as health and safety and environmental
issues. Six formal board meetings are held each
year to consider those matters which have been
specifically reserved to the Board for review and
decision, including the management of assets to
maximise performance and the control of the
operation of the business, to review corporate
strategy and the progress of individual business
units, and to discharge the Directors’ other duties.
The Board has adopted a schedule of Matters
Reserved to the Board which is available to view
on the Group’s website, and it keeps this under
regular review. 
Where it considers it necessary to do so, the Board
instructs external professional advisors to provide
advice and guidance on any matter where it considers it
prudent to seek such advice. All members of the Board
are able to take independent professional advice at the
Company’s expense in the furtherance of their duties.
The Board evaluates its performance and considers
the tenure and independence of each Director on an
annual basis.
Ordinarily, to enable this evaluation to take place, the
Company Secretary circulates a detailed
questionnaire plus a separate questionnaire for the
evaluation of the Chairman. The questionnaires, once
completed, are returned to the Company Secretary
who collates responses, prepares a summary and
discusses the Board evaluation with the Chairman
prior to circulation to the remaining Board members.
For the evaluation of the Chairman, the results are
discussed with the Senior Independent Director who
then discusses them with the Chairman prior to
further distribution to the remaining Directors.
The evaluation of the Board and the Chairman
concluded that the Board members and the Chairman
are contributing to the overall effectiveness of the
Board with a focus on accountability, strong
governance and effective management of risk in the
delivery of our overall strategy.
The Directors explain their responsibilities for
preparing the financial statements on page 50 and
the Report of the Independent Auditor on page 51
contains a statement of its reporting responsibilities.
BOARD COMMITTEES
Throughout the year the Board maintained two
standing committees, the Remuneration Committee
and the Audit Committee. 
As an AIM listed company the Company is not required to comply with the UK Corporate Governance Code
and it has not voluntarily elected to do so. The Directors however recognise the value of strong corporate
governance and the Company has therefore sought to comply, as far as it is appropriate to do so, with the
Corporate Governance Code for Small and Mid-size Quoted Companies published by the Quoted Companies
Alliance in 2013 (the “QCA Code”), in respect of the accounting year ended 31 December 2013. 41
DELIVERING VALUE
Remuneration Committee
Throughout the year, the Remuneration Committee
comprised solely of non-executive directors. David
Williams, David Warr and Susie Farnon served on
the Remuneration Committee throughout the year.
David Williams is chairman of the Committee. The
Executive Chairman makes himself available to the
Committee to discuss the performance of other
executives and to make proposals as necessary.
The Remuneration Committee’s responsibilities are
to make recommendations to the Board on terms
of service, remuneration and benefits of the
executive directors and senior executives of the
Group. Where it considers it prudent to do so, the
Committee engages external remuneration
consultants to advise and assist it. Further details
of the terms of reference of the Remuneration
Committee are set out in the Directors’
Remuneration Report on pages 44 to 48 and are
available on the Group’s website.
Audit Committee
David Warr and Susie Farnon served on the Audit
Committee throughout the year. David Warr is
chairman of the Committee. Written terms of
reference have been agreed for the Audit Committee
and these are available on the Group’s website, and
further details of the activities of the Committee are
given in the Audit Committee Report on pages 42
and 43. 
Nominations Committee
The Board has considered the possible requirement
for a Nominations Committee and it has concluded
that, as the Board is small, there is no current need
for a separate Nominations Committee and the
appointment of any new directors of the Company
will be considered by the Board as a whole. This
situation will be periodically reviewed.
MEETING ATTENDANCE
The Board met formally 6 times during the year and
the attendance of the Directors, who held office at
31 December 2013, at each meeting together with
attendance at committee meetings, is set out in the
table above. This table shows only those meetings
which each director attended as a member rather
than as an invitee. 
SHAREHOLDER RELATIONS
The Company is committed to maintaining good
communications with its shareholders. Members of
the Board have meetings with institutional
shareholders to aid understanding of the Group’s
strategic objectives and performance, and all
shareholders are encouraged to participate in the
Company’s Annual General Meeting.
David Williams and David Warr, as chairmen of the
Remuneration and Audit Committees respectively,
and Susie Farnon, as Senior Independent Director,
will be available to answer questions at the
forthcoming Annual General Meeting. In addition,
proxy votes will be counted and the results
announced after any vote on a show of hands. 
The Company complies with the recommendation of
the UK Corporate Governance Code that the notice
of the Annual General Meeting and related papers
should be sent to shareholders at least twenty
working days before the meeting.
The Executive Chairman ensures that the views of
shareholders are communicated to the Board as a
whole, and that non-executive directors develop an
understanding of the views of major shareholders.
INTERNAL CONTROL
The Board is ultimately responsible for the Group’s
system of internal control and for reviewing its
effectiveness. However, such a system is designed
to manage rather than eliminate the risk of failure to
achieve business objectives, and can provide only
reasonable and not absolute assurance against
material misstatement or loss.
The Directors have reviewed the effectiveness of the
Group’s system of internal control including financial,
operational, compliance and risk management
controls, which mitigate the significant risks identified.
A formal Risk Register has been drawn up, and this is
reviewed by the Board at least twice annually.
Peter Tom CBE
Executive Chairman
4 March 2014
Board Audit Committee Remuneration Committee
Attended
Eligible 
to attend
Attended
Eligible 
to attend
Attended
Eligible 
to attend
Peter Tom CBE 6 6 - - - -
Simon Vivian 6 6 - - - -
Ian Peters 6 6 - - - -
Susie Farnon 6 6 2 2 5 5
David Warr 6 6 2 2 5 5
David Williams 5 6 - - 5 5 42
AUDIT COMMITTEE REPORT
The Audit Committee reviews the effectiveness of
the internal financial controls, the internal control and
risk management systems and the compliance
environment operating within the Group.
The Audit Committee make recommendations to the
Board in respect of the appointment of the external
auditor, reviews and monitors their independence
and objectivity and approves their remuneration. The
Audit Committee consults with the external auditors
on the scope of their work and reviews all major
points arising from the audit.
The Audit Committee was chaired by David Warr
throughout the year and comprised David Warr and
Susie Farnon. Both members of the Audit
Committee have relevant and recent financial
experience at a senior level. The Audit Committee
met twice formally in 2013.
The principal activities of the Audit Committee in
respect of the year ended 31 December 2013, and
the manner in which it discharged its responsibilities,
were as follows:
FINANCIAL STATEMENTS
The Audit Committee reviewed and agreed the
external auditor’s strategy and approach in advance
of their audit for the year ended 31 December 2013,
reviewed the reports from the external auditor on the
outcome of their audits and reviewed the 2013
Preliminary Results Announcement and the 2013
Annual Report.
SIGNIFICANT ACCOUNTING MATTERS
During the year, the Audit Committee considered key
accounting issues, judgements and disclosures in
relation to the Group’s financial statements relating to:
 Fair value accounting on acquisition of
businesses: The Audit Committee considered the
accounting treatment, the fair values assigned to
and the resultant goodwill arising in respect of the
assets acquired from Marshalls Mono Limited and
from Aggregate Industries UK Limited as more
fully set out in note 26 of the Annual Report and
concluded that they were appropriate.
The role of the Audit Committee is broadly to monitor the integrity of the Group’s financial statements
and to be assured that the principles and policies adopted in those financial statements comply with
statutory requirements and with best practice.  43
DELIVERING VALUE
 Valuation of mineral reserves and resources:
The Audit Committee considered the valuation of
mineral reserves and resources in its review of the
financial statements and noted that there were no
issues identified in the report it received from the
external auditor. 
 Impairment of goodwill: The Audit Committee
received communications from management and
the external auditor and reviewed the disclosure in
note 9 of the Annual Report and agreed that no
impairment of goodwill was necessary.
 Going concern: The Audit Committee critically
reviewed the report from management prepared to
support the going concern assumption and, taking
into account the external auditor’s review of this
report, concluded that management’s
recommendation to prepare the financial statements
on a going concern basis was appropriate. 
 Other matters: During the year, the Audit
Committee received communications from
management and from the external auditor on
other accounting matters including the adequacy
of restoration provisions, the recognition of
revenue and profit on contracts, the accounting
treatment in respect of share based payments
and tax strategy.
EXTERNAL AUDITOR
The external auditor, KPMG Channel Islands Limited,
attends all meetings of the Audit Committee. The
Audit Committee has the opportunity to meet with
the external auditor without the Executive Directors
being present to provide a forum to raise any matters
of concern in confidence. 
The Audit Committee discusses and agrees the scope
of the audit plan for the full year with the auditor. The
external auditor reports at each Audit Committee
meeting on the control environment in the Group, key
accounting matters and mandatory communications. 
The Audit Committee also receives a report from
the external auditor setting out to its satisfaction
how their independence and objectivity is
safeguarded when providing non-audit services.
During the year, the value of non-audit services
provided by KPMG amounted to £156,000 (2012:
£205,000) principally in respect of tax compliance
and advisory services, pension advisory services
and transaction related services. During the year
there were no circumstances where KPMG was
engaged to provide services which might have led
to a conflict of interest. 
KPMG have acted as auditor to the Group since its
formation in 2008 and the lead audit partner rotates
every five years to assure independence. The current
lead audit partner’s five year term will end after the
audit of the financial statements for the year ending
31 December 2015. The Audit Committee notes the
new requirement of the revised Corporate
Governance Code, although not mandatory for AIM
listing companies, that the external audit contract be
put out to tender at least every ten years. The Audit
Committee continues to be satisfied with the work
of KPMG and that they continue to remain objective
and independent. The Audit Committee has
therefore recommended to the Board that a
resolution be put to the shareholders for the re-
appointment of the auditor at the Annual General
Meeting of the Company. 
INTERNAL AUDIT
The Group does not have an internal audit function.
The Audit Committee presently consider this is
appropriate given the size of the Group and the close
involvement of the executive directors and senior
management on a day to day operational basis.
However the need for an internal audit function is
kept under regular review by the Audit Committee
on behalf of the Board.
David Warr
Chairman, Audit Committee
4 March 2014 44
DIRECTORS’ 
REMUNERATION REPORT
REMUNERATION COMMITTEE
The Remuneration Committee was chaired by David
Williams throughout the year. At the end of the
financial year, the Committee comprised David
Williams, David Warr and Susie Farnon. The
Committee met 5 times formally in 2013. 
The role of the Remuneration Committee is broadly
to determine the terms of employment, including
remuneration and other benefits, for individual
directors and senior management, within the overall
policy as agreed by the Board as a whole. The
Remuneration Committee gives full consideration to
the provisions of the UK Corporate Governance Code
concerning remuneration policy, service contracts and
compensation. The Remuneration Committee takes
into account remuneration packages of comparable
companies and has access to professional advice
from both internal and external sources in order to
determine and develop its recommendations. 
REMUNERATION POLICY
In order to ensure that it attracts and retains a
management team with the appropriate skills to
provide maximum shareholder value for the future,
the Group needs to ensure that its pay and benefit
practices are competitive but consistent with the
Group’s circumstances; that they motivate
employees at all levels; and that they recognise and
reward high standards of performance.
A review of executive remuneration was carried out
in 2013 and, in light of the outcome of that review
and the vesting of Management Participation Shares
during the year, the Committee decided to make
some changes to the executive remuneration
package. Our approach, to take effect from 2014, is
set out on page 45.
The Group’s non-executive directors do not
participate in any incentive scheme, share scheme or
pension arrangement other than as set out below.
The remuneration of non-executive directors is a
matter for the Board as a whole, taking into account
market rates and the required time commitment.
David Williams, by reason of his previous role at
Marwyn Management Partners LP , is a holder of
2,073 Marwyn Participation Shares as more fully
described in note 19 to the financial statements.
The responsibility for establishing the Group’s overall remuneration policy lies with the Board as a whole.
The Remuneration Committee works within agreed terms of reference to make recommendations to the
Board on the Group’s framework for executive remuneration. The terms of reference of the Remuneration
Committee are available on the Group’s website. 45
DELIVERING VALUE
Element
Purpose & Link
to Strategy
Operation
Maximum
Opportunity
Performance
Conditions
Basic salary To provide a competitive
base salary reflective of
the particular skills and
experience of an
individual.
Reviewed annually or on a
significant change of
responsibilities.
Salaries are determined by reference
to the skills and personal
performance of the individual. 
The Remuneration Committee also
takes into account external market
data and pay and employment
conditions elsewhere in the Group
when considering increases to base
salary levels.
Following a review of remuneration
in 2013, the Committee determined
the following salaries/fees for
Executive Directors with effect from
1 January 2014:
� £319,000 for the Executive
Chairman 
� £440,000 for the Group Chief
Executive 
� £220,000 for the Group Finance
Director
Basic salaries are reviewed on an
annual basis or following a
significant change in
responsibilities.
None
Annual cash
bonus
To incentivise the delivery
of annual financial,
strategic and safety
objectives.
Executive Directors may participate
in the annual bonus scheme.
Performance measures and targets
are set by the Remuneration
Committee at the start of the
financial year and based on
performance, bonuses are paid in
cash shortly after the determination
of the annual results.
For Executive Directors, the
maximum opportunity has been
increased from 100% to 125% of
salary. For the Executive Chairman
this percentage replaces the
previous fixed cap of £200,000.
The higher incentive opportunity
reflects the Committee’s desire to
retain a high proportion of
remuneration on variable pay and to
reflect the fact that no long term
incentives can vest until the next
PSP award vests in 2017 as we
move to a rolling programme of long
term incentive grants.
Bonuses are not pensionable.
Performance is based on a
sliding scale of demanding
EBITDA targets. 
A moderator may also be
applied to increase or
decrease the outturn
dependent on average
capital employed
performance against
targets subject to the
125% of salary limit.
In addition, the bonus may
also be reduced or
eliminated if safety
performance or accident
records reach
unacceptable levels.
Performance
Share Plan
(‘PSP’)
To drive superior
performance of the Group,
delivery of the Group’s
long-term objectives, aid
retention and to align
Directors’ interests with
those of the Company’s
shareholders.
Annual share based awards with a
three year performance period.
From 2014, in line with best and
market practice, it is intended that
rolling annual awards will be made. 
The maximum award limit under the
scheme rules is 250% of base salary. 
In 2014 awards with a face value of
100% of salary will be made to
Executive Directors.
The 2014 awards will be
subject to underlying EPS
targets over the three year
period ending 31
December 2016.
Pension To aid recruitment and
retention by allowing the
Directors to make
provision for long-term
retirement benefits
comparable with similar
roles in similar companies.
A salary supplement equivalent to
the contribution that would
otherwise be made to a defined
contribution pension plan. 
The Group Chief Executive and the
Group Finance Director receive a
salary supplement of 17.5% of their
base salary in lieu of a pension
contribution.
The Executive Chairman does not
receive a contribution towards his
pension.
None
Other benefits To provide market
competitive cost-effective
benefits.
Other benefits may include private
medical insurance, a company car
allowance and the reimbursement of
certain travel costs.
Based on costs determined by third
party providers.
None 46
DELIVERING VALUE
TRANSACTION BONUSES
In accordance with the terms of their service
agreements, upon completion of the acquisition of
any trading company, the Executive Directors were
entitled to a transaction bonus of up to 0.5% of the
value of the transaction to be shared amongst them
at the discretion of the Remuneration Committee.
Following the review of executive remuneration
referred to above, the Executive Directors have
agreed to amend their Service Agreements to
remove this entitlement for future transactions.
MANAGEMENT PARTICIPATION SHARES
In 2008, when Breedon Aggregates Limited (then
called Marwyn Materials Limited) was incorporated,
each of Peter Tom, Simon Vivian and Ian Peters
subscribed for Participation Shares in the Company’s
wholly owned subsidiary Marwyn Materials
Investments Limited (the “Management Participation
Shares”). Further details of the Management
Participation Shares, which gave rights to participate
in an increase in the market capitalisation of the
Company, including descriptions of the Growth and
Vesting Conditions, are set out in note 19 to the
financial statements. 
During the year, both the Growth and the Vesting
Conditions were satisfied and each holder of the
Management Participation Shares exercised his
option to put his Management Participation Shares
onto the Company in exchange for the issue of new
ordinary shares in the Company (“Breedon Shares”).
This resulted in the issue of Breedon Shares as
shown in the table below.
Certain other members of the Group’s senior
executive management team participate in the
Breedon Aggregates Performance Share Plan (the
“PSP”). Further details of the awards made under the
PSP are set out in note 19 to the financial statements.
SERVICE AGREEMENTS/LETTERS OF
APPOINTMENT OF THE DIRECTORS
The Directors are party to the following service
agreements/letters of appointment with the Company:
(i) Non-executive Directors
The Company has entered into letters of appointment
with each of Susie Farnon, David Warr and David
Williams, pursuant to which each of them were
appointed as a non-executive director of the Company. 
The letters of appointment do not contain a fixed
time commitment but require each non-executive
director to ensure that he or she has sufficient time
to meet the expectations of the role. The
appointments can be terminated by either party
without notice. The non-executive directors each
receive a fee for their services of £25,000 per annum
payable in equal monthly instalments and are entitled
to be reimbursed all reasonable expenses, properly
incurred in the course of performing their duties. In
addition, Susie Farnon receives a further £5,000 per
annum in recognition of her additional responsibilities
as Senior Independent Director and David Warr
receives another £5,000 per annum in recognition of
his responsibilities as Chairman of the Audit
Committee. No other benefits are payable. The
letters of appointment are governed by Jersey law.
Management Participation
Shares Holder
Management Participation
Shares purchased
Breedon Shares issued
Peter Tom CBE 2,000 18,649,926
Simon Vivian 2,000 18,649,926
Ian Peters 1,000 9,324,963 47
(ii) Executive Directors
Peter Tom CBE
On 5 June 2008, the Company entered into a service
agreement with Rise Rocks Limited for the purposes
of procuring the services of Peter Tom as a
consultant to the Company in the role of Chairman.
This agreement does not render Mr Tom as an
employee, officer, worker or partner of the Company.
To the extent that any liabilities arise in connection
with a claim that he is an employee, officer, worker
or partner of the Company, Mr Tom agrees to
indemnify the Company (and its associates) from any
such claim.
The agreement will continue until terminated. The
Company may terminate this agreement by giving
not less than 12 months’ written notice to Mr Tom.
Mr Tom may terminate the agreement by giving the
Company not less than 12 months’ written notice.
The Company may also terminate the agreement
with immediate effect in certain other specified
circumstances. Upon termination a payment in lieu
of notice may be made to Mr Tom. The service
agreement is governed by Channel Islands law.
Simon Vivian
On 5 June 2008, the Company entered into a service
agreement with Simon Vivian pursuant to which he is
employed as Group Chief Executive. 
The service agreement will continue until terminated.
The Company may terminate this agreement by
giving not less than 12 months’ written notice to Mr
Vivian. Mr Vivian may terminate the agreement by
giving the Company not less than 12 months’ written
notice. The Company may also terminate the
agreement with immediate effect in certain other
specified circumstances. Upon termination a
payment in lieu of notice may be made to Mr Vivian.
The service agreement is governed by English law.
Rob Wood
The Company has entered into a service agreement
with Rob Wood pursuant to which he is employed as
Group Finance Director. 
The service agreement will continue until terminated.
The Company may terminate this agreement by
giving not less than 12 months’ written notice to Mr
Wood. Mr Wood may terminate the agreement by
giving the Company not less than 12 months’ written
notice. The Company may also terminate the
agreement with immediate effect in certain other
specified circumstances. Upon termination a
payment in lieu of notice may be made to Mr Wood.
The service agreement is governed by English law.
Ian Peters
Ian Peters, who has notified his intention to resign
from the Board on 10 March 2014, has a service
agreement with the Company which will terminate
at that time.
During any notice period, it is the Company’s policy
to have regard to an individual’s duty to mitigate his
loss in respect of those contractual rights that he
would otherwise be entitled to receive. On the early
termination of any contract, the Board will act in
shareholders’ interests in arriving at the level of
compensation to be awarded.  48
Notes
1. The bonuses paid and payable to Messrs Vivian and Peters were earned pursuant to their service agreements and the rules of
the Group’s executive bonus scheme. 
2. Included in fees above is an amount of £290,000 (2012: £290,000) in respect of services provided by Rise Rocks Limited, a
company in which Mr Tom has a beneficial interest, and the sum of £295,400 (2011: £157,437) which was paid or payable to Rise
Rocks Limited as bonuses pursuant to the consultancy agreement between the Company and Rise Rocks Limited. 
3. Benefits for Mr Vivian and Mr Peters comprise the provision of private medical insurance and the reimbursement of certain
travel costs.
4. In addition to the above, in 2012 Mr Peters was a member of the Breedon Aggregates Group Personal Pension Plan (the
“GPPP”) which is funded by way of an HMRC approved salary sacrifice arrangement. Mr Peters withdrew from the GPPP with
effect from 1 April 2012. Pension contributions paid in respect of Mr Peters in 2012, including the portion of his salary sacrificed
for that purpose, amounted to £9,843.
SUCCESSION PLANNING
The Board recognises the requirements of the QCA
Code that it should, through periodic review, ensure
that plans for an orderly succession to Board and
senior management positions are regularly updated.
It will continually monitor the composition of the
senior management team, including the Executive
Directors, and, taking into account factors such as
age, experience and career progression
opportunities, it will formulate plans well in advance
of potential vacancies arising.
DETAILS OF REMUNERATION
The remuneration of the Directors for the year ended
31 December 2013 was as shown in the table below.
David Williams
Chairman, Remuneration Committee
4 March 2014
DELIVERING VALUE
Total
Salary
£
Bonus 
(note 1)
£
Fees
(note 2)
£
Benefits
(note 3)
£
2013
£
2012
£
Peter Tom CBE - 585,400 - 585,400 447,437
Simon Vivian 486,759 494,000 - 3,667 984,426 741,499
Ian Peters (note 4) 243,364 225,575 - 4,143 473,082 332,102
Susie Farnon - - 30,000 - 30,000 30,000
David Warr - - 27,917 - 27,917 25,000
David Williams - - 25,000 - 25,000 25,000
Total 730,123 719,575 668,317 7,810 2,125,825 1,601,038 49
KENNACRAIG FERRY
TERMINAL
When Caledonian MacBrayne built a new jetty at the
mainland terminal of the Kennacraig to Isle of Islay
ferry, they turned to Breedon for the special material
needed to underpin it. This high-grade ready-mixed
concrete, which was specially created by Breedon for
the purpose, had to be pumped 150 metres beneath the
sea into position, where it set underwater. 
We also supplied and laid the asphalt for the HGV
parking area, a new marshalling area and newly-
formed causeway. The entire job had to be completed
in two months – and without any interruption to the
ferry service. 50
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Statement of Directors’ Responsibilities in respect of 
the Directors’ Report and the Financial Statements
The Directors are responsible for preparing the financial statements in accordance with applicable law and International Financial
Reporting Standards as adopted by the EU.
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 Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are
required to:
� select suitable accounting policies and apply them consistently;
� make judgments and estimates which are reasonable and prudent;
� state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the
financial statements; and
� prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue 
in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial
position of the Group and enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They
are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities. 51
Independent Auditor’s Report to the Members of 
Breedon Aggregates Limited
37 Esplanade
St Helier
Jersey
JE4 8WQ
Channel Islands
We have audited the consolidated financial statements (the “Financial Statements”) of Breedon Aggregates Limited (the “Group”) for
the year ended 31 December 2013 which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive
Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity, Consolidated Statement of Cash
Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards as adopted by the EU.
This report is made solely to the Company’s members, as a body, in accordance with Article 113A of the Companies (Jersey) Law
1991. 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
As explained more fully in the Statement of Directors’ Responsibilities set out on page 50, the Directors are responsible for the
preparation of the Financial Statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and
express an opinion on, the Financial Statements in accordance with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the Financial Statements
An audit involves obtaining evidence about the amounts and disclosures in the Financial Statements sufficient to give reasonable
assurance that the Financial Statements are free from material misstatement, whether caused by fraud or error. This includes an
assessment of: whether the accounting policies are appropriate to the Group’s circumstances and have been consistently applied and
adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of
the Financial Statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material
inconsistencies with the audited Financial Statements and to identify any information that is apparently materially incorrect based on, or
materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent
material misstatements or inconsistencies we consider the implications for our report.
Opinion on Financial Statements
In our opinion the Financial Statements:
� give a true and fair view of the state of the Group’s affairs as at 31 December 2013 and of the Group’s profit for the year then ended;
� have been properly prepared in accordance with International Financial Reporting Standards as adopted by the EU; and
� have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if,
in our opinion:
� adequate accounting records have not been kept by the parent Company; or
� the Financial Statements are not in agreement with the accounting records and returns; or
� we have not received all the information and explanations we require for our audit.
Andrew P . Quinn
for and on behalf of KPMG Channel Islands Limited
Chartered Accountants
4 March 2014
Notes:
� The maintenance and integrity of the Breedon Aggregates website is the responsibility of the Directors; the work carried out by Auditor does not
involve consideration of these matters and accordingly, KPMG Channel Islands Limited accepts no responsibility for any changes that may have
occurred to the Financial Statements or our audit report since 4 March 2014. KPMG Channel Islands Limited has carried out no procedures of any
nature subsequent to 4 March 2014 which in any way extends this date.
� Legislation in Jersey governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions. The
Directors shall remain responsible for establishing and controlling the process for doing so, and for ensuring that the Financial Statements are
complete and unaltered in any way. 52
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Consolidated Income Statement
for the year ended 31 December 2013
Note 2013 2012
Underlying Non- Total Underlying Non- Total
underlying* underlying*
(note 3) (note 3)
£000 £000 £000 £000 £000 £000
Revenue 1,2 224,546 - 224,546 173,457 - 173,457
Cost of sales (163,808) - (163,808) (126,426) - (126,426)
Gross profit 60,738 - 60,738 47,031 - 47,031
Distribution expenses (30,234) - (30,234) (24,031) - (24,031)
Administrative expenses (15,883) (1,386) (17,269) (14,160) 195 (13,965)
Group operating profit 2 14,621 (1,386) 13,235 8,840 195 9,035
Share of profit of associated
undertaking (net of tax) 11 1,383 - 1,383 1,033 - 1,033
Profit from operations 16,004 (1,386) 14,618 9,873 195 10,068
Financial income 643 -43 5- 5
Financial expense 6 (3,649) - (3,649) (4,279) - (4,279)
Profit before taxation 12,398 (1,386) 11,012 5,599 195 5,794
Taxation 7 (2,705) 1,083 (1,622) (1,392) 885 (507)
Profit for the year 9,693 (303) 9,390 4,207 1,080 5,287
Attributable to:
Equity holders of the parent 9,651 (303) 9,348 4,176 1,080 5,256
Non-controlling interests 42 - 42 31 - 31
Profit for the year 9,693 (303) 9,390 4,207 1,080 5,287
Basic earnings per ordinary share 24 1.12p 1.08p 0.67p 0.85p
Diluted earnings per ordinary share 24 1.02p 0.99p 0.59p 0.75p
* Non-underlying items represent acquisition related expenses, redundancy and reorganisation costs, property items, amortisation of
acquisition intangible and related tax items. 53
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2013
Note 2013 2012
£000 £000
Profit for the year 9,390 5,287
Other comprehensive income
Items which may be reclassified subsequently to profit and loss:
Effective portion of changes in fair value of cash flow hedges (1) (107)
Taxation on items taken directly to other comprehensive income 7- 31
Other comprehensive income for the year (1) (76)
Total comprehensive income for the year 9,389 5,211
Total comprehensive income for the year is attributable to:
Equity holders of the parent 9,347 5,180
Non-controlling interests 42 31
9,389 5,211 54
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Consolidated Statement of Financial Position
at 31 December 2013
Note 2013 2012
£000 £000
Non-current assets
Property, plant and equipment 8 183,542 144,895
Intangible assets 9 15,076 2,295
Investment in associated undertaking 11 1,332 887
Total non-current assets 199,950 148,077
Current assets
Inventories 13 11,231 8,048
Trade and other receivables 14 49,233 36,451
Cash and cash equivalents 17,450 5,048
Total current assets 77,914 49,547
Total assets 277,864 197,624
Current liabilities
Interest-bearing loans and borrowings 15 (4,330) (4,816)
Trade and other payables 16 (43,400) (31,035)
Current tax payable (215) -
Provisions 17 (103) (123)
Total current liabilities (48,048) (35,974)
Non-current liabilities
Interest-bearing loans and borrowings 15 (67,534) (74,290)
Provisions 17 (9,316) (6,471)
Deferred tax liabilities 12 (3,973) (1,540)
Total non-current liabilities (80,823) (82,301)
Total liabilities (128,871) (118,275)
Net assets 148,993 79,349
Equity attributable to equity holders of the parent
Stated capital 18 138,005 77,586
Cash flow hedging reserve 18 (172) (171)
Capital reserve 18 1,516 1,945
Retained earnings 9,513 (150)
Total equity attributable to equity holders of the parent 148,862 79,210
Non-controlling interests 131 139
Total equity 148,993 79,349
These financial statements were approved by the Board of Directors on 4 March 2014 and were signed on its behalf by:
Simon Vivian Ian Peters
Group Chief Executive Director 55
Consolidated Statement of Changes in Equity
for the year ended 31 December 2013
Stated Cash flow Capital Retained Attributable Non- Total
capital hedging reserve earnings to equity controlling equity
reserve holders of interests
parent
£000 £000 £000 £000 £000 £000 £000
Balance at 1 January 2012 62,715 (95) 2,069 (5,765) 58,924 108 59,032
Shares issued 15,477 - (124) - 15,353 - 15,353
Expenses of share issue (606) - - - (606) - (606)
Total comprehensive income for the year - (76) - 5,256 5,180 31 5,211
Credit to equity of share based payments - - - 359 359 - 359
Balance at 31 December 2012 77,586 (171) 1,945 (150) 79,210 139 79,349
Shares issued 62,699 - (429) (63) 62,207 - 62,207
Expenses of share issue (2,280) - - - (2,280) - (2,280)
Dividend to non-controlling interests - - - - - (50) (50)
Total comprehensive income for the year - (1) - 9,348 9,347 42 9,389
Credit to equity of share based payments - - - 378 378 - 378
Balance at 31 December 2013 138,005 (172) 1,516 9,513 148,862 131 148,993 56
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Consolidated Statement of Cash Flows
for the year ended 31 December 2013
Note 2013 2012
£000 £000
Cash flows from operating activities
Profit for the year 9,390 5,287
Adjustments for:
Depreciation and amortisation 13,679 11,390
Financial income (43) (5)
Financial expense 3,649 4,279
Share of profit of associated undertaking (net of tax) (1,383) (1,033)
Net gain on sale of property, plant and equipment (1,647) (1,084)
Equity settled share based payment expenses 378 359
Taxation 1,622 507
Operating cash flow before changes in working capital and provisions 25,645 19,700
Increase in trade and other receivables (12,478) (1,421)
Decrease in inventories 309 111
Increase/(decrease) in trade and other payables 12,479 (2,982)
Decrease in provisions (1,020) (910)
Cash generated from operating activities 24,935 14,498
Interest paid (2,476) (2,668)
Interest element of finance lease payments (939) (1,207)
Dividend paid to non-controlling interest 10 (50) -
Income taxes paid - -
Net cash from operating activities 21,470 10,623
Cash flows used in investing activities
Acquisition of businesses 26 (53,990) (1,546)
Purchase of property, plant and equipment (12,542) (7,323)
Proceeds from sale of property, plant and equipment 4,644 6,204
Interest received 43 5
Dividend from associated undertaking 11 938 938
Net cash used in investing activities (60,907) (1,722)
Cash flows from financing activities
Proceeds from the issue of shares (net) 18 59,927 14,747
Proceeds from new loans raised - 1,900
Repayment of loans (3,089) (11,789)
Repayment of finance lease obligations (4,999) (6,285)
Purchase of financial instrument – derivative - (232)
Net cash from/(used in) financing activities 51,839 (1,659)
Net increase in cash and cash equivalents 12,402 7,242
Cash and cash equivalents at 1 January 5,048 (2,194)
Cash and cash equivalents at 31 December 17,450 5,048
Cash and cash equivalents 17,450 5,048
Bank overdraft 15 - -
Cash and cash equivalents at 31 December 17,450 5,048 57
Notes to the financial statements
1 Accounting policies
The principal activities of the business are the quarrying of aggregates and the production of added value products, including asphalt
and ready-mixed concrete, collectively known as ‘aggregates’, together with related activities in Great Britain and Jersey. Breedon
Aggregates Limited (the “Company”) is a company domiciled in Jersey. The address of the Company’s registered office is Elizabeth
House, 9 Castle Street, St Helier, Jersey, JE2 3RT. The Company was incorporated on 15 August 2007.
Basis of preparation 
The financial statements were authorised for issue by the Board of Directors on 4 March 2014.
These financial statements consolidate the results of the Company and its subsidiary undertakings and equity account for the Group’s
interest in associates (collectively “the Group”). 
The financial statements have been prepared on a going concern basis based on the assessment made by the Directors as described
in the Directors’ Report on page 38.
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted
by the EU (“Adopted IFRS’s”). The consolidated financial statements have been prepared under the historical cost convention except
where the measurement of balances at fair value is required as set out below.
The preparation of financial statements in conformity with Adopted IFRS’s requires the use of certain critical accounting estimates. 
It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial
statements, are disclosed in note 27.
The accounting policies set out below have, unless otherwise stated, been applied consistently throughout the year presented in this
financial information.
These financial statements are presented in pounds sterling, which is the Group’s functional currency. All financial information
presented in pounds sterling has been rounded to the nearest thousand.
Parent company information has not been provided in accordance with Article 105 (11) of Companies (Jersey) Law 1991.
New IFRS standards and interpretations adopted during 2013
In 2013, the following standards and amendments have been endorsed by the EU, became effective and therefore were adopted by the Group:
� Amendments to IAS 1 – Presentation of Items of Other Comprehensive Income
� Amendments to IFRS 7 – Offsetting Financial Assets and Financial Liabilities
� IFRS 13 – Fair Value Measurement
� IFRIC 20 – Stripping Costs in the Production Phase of a Surface Mine
The annual improvement project to IFRS’s provides a vehicle for making non-urgent but necessary amendments to IFRS’s.
Amendments to a number of standards have been adopted.
The adoption of the above standards, amendments and interpretations has not had a material impact on the Group’s financial statements.
New IFRS standards and interpretations not adopted
The IASB and IFRIC have issued additional standards and amendments which are effective for periods starting after the date of these
financial statements. The following standards and amendments have not yet been adopted by the Group:
Effective date 1 January 2014
� IFRS 10 – Consolidated Financial Statements
� IFRS 11 – Joint Arrangements
� IFRS 12 – Disclosures of Interests in Other Entities
� IAS 28 – Investments in Associates and Joint Ventures
� Amendments to IAS 36 – Impairment of Assets
� Amendments to IFRS 2 – Share based Payments
� Amendments to IFRS 3 – Business Combinations
The Group does not anticipate that the adoption of the above standards and amendments will have a material effect on its financial
statements on initial adoption. 58
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Notes to the financial statements
(continued)
1 Accounting policies (continued) 
Basis of consolidation
Subsidiary undertakings are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to
govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting
rights that are currently exercisable or convertible are taken into account. Ordinarily, the Group considers a company a subsidiary when
it holds more than 50% of the shares and voting rights. The financial statements of subsidiary undertakings are included in the Group
financial information from the date that control commences until the date that control ceases.
Associated undertakings are those entities in which the Group holds more than 20% of the shares and voting rights and has significant
influence, but not control, over the financial and operating policies. The Group financial information includes the Group’s share of the
total comprehensive income of associated undertakings on an equity accounted basis, from the date that significant influence
commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the
Group’s carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has
incurred legal or constructive obligations or made payments on behalf of an associated undertaking.
Financial instruments
Financial instruments are recognised when the Group becomes a party to the contractual provisions of the instrument. The principal
financial assets and liabilities of the Group are as follows:
Trade receivables and trade payables
Trade receivables and trade payables are initially recognised at fair value and then are stated at amortised cost.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, including bank deposits with original maturities of three months or less.
For the purposes of the Consolidated Statement of Cash Flows, bank overdrafts are also included as they are an integral part of the
Group’s cash management.
Bank and other borrowings
Interest bearing bank loans and overdrafts and other loans are recognised initially at fair value less attributable transaction costs. All
borrowings are subsequently stated at amortised cost with the difference between initial net proceeds and redemption value
recognised in the Consolidated Income Statement over the period to redemption on an effective interest basis.
Derivative financial instruments
The Group uses financial instruments to manage financial risks associated with the Group’s underlying business activities and the
financing of those activities. The Group does not undertake any trading in financial instruments.
Derivatives are initially recognised at fair value on the date that the contract is entered into and subsequently re-measured in future
periods at their fair value. The gain or loss on the re-measurement of fair value is recognised immediately in profit or loss. However,
where the derivative qualifies for hedge accounting, recognition of the resultant gain or loss depends on the nature of the item being
hedged (see below). 
Interest rate caps are used to hedge the Group’s exposure to movements on interest rates. 
The fair value of interest rate caps is the estimated amount that the Group would receive to terminate the cap at the reporting date,
taking into account current interest rates and the current creditworthiness of the financial derivative counterparties. 
Cash flow hedges
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, the
effective part of any gain or loss on the derivative financial instrument is recognised in the Consolidated Statement of Comprehensive
Income and in the cash flow hedging reserve. Any ineffective portion of the hedge is recognised immediately in the Consolidated
Income Statement.
Amounts recorded in the cash flow hedging reserve are subsequently reclassified to the Consolidated Income Statement when the
interest expense is actually recognised.
To qualify for hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of
occurrence, hedge effectiveness and reliability of measurement. At the inception of the transaction, the Group documents the
relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking
the hedge transaction. This process includes linking all derivatives designated as hedges to specific assets and liabilities or to specific
firm commitments or forecast transactions. The Group also documents its assessment, at hedge inception and on an annual basis, as
to whether the derivatives that are used in hedging transactions have been, and are likely to continue to be, effective in offsetting
changes in fair value or cash flows of hedged items. 59
1 Accounting policies (continued) 
Minerals reserves and resources
Mineral reserves and resources are stated at cost and are depreciated based on the physical unit-of-production method over their
estimated commercial lives. 
The value of mineral reserves and resources recognised as a result of business combinations is based on fair value.
Costs incurred to gain access to mineral reserves and resources are capitalised and depreciated over the life of the quarry, which is
based on the estimated tonnes of raw material to be extracted from the reserves.
Property, plant and equipment
Items of property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.
Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance
leases. Leased assets acquired by way of finance lease are stated at an amount equal to the lower of their fair value and the present
value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses. Lease
payments are accounted for as described below.
Depreciation is charged to the Consolidated Income Statement on a straight-line basis over their estimated useful lives to write off the
cost or deemed cost of assets. The estimated useful lives are as follows:
� Freehold buildings - 50 years
� Long leasehold land and buildings - life of the lease
� Fixtures and fittings - 10 years
� Office equipment - 3-5 years
� Fixed plant - 30 years
� Loose plant and machinery - 5-10 years
� Motor vehicles - 4-10 years
No depreciation is provided on freehold land.
Intangible assets and goodwill
The Group measures goodwill as the fair value of the purchase consideration transferred including the recognised amount of any non-
controlling interest in the acquiree, less the fair value of the identifiable assets acquired and liabilities assumed, all measured as of the
acquisition date. Fair value adjustments are always considered to be provisional at the first reporting date after the acquisition to allow
the maximum time to elapse for management to make a reliable estimate.
The Group measures non-controlling interests at a proportionate share of the recognised amount of the identifiable net assets at the
acquisition date.
Goodwill arising on the acquisition of subsidiary undertakings is recognised as an asset in the Consolidated Statement of Financial
Position and is subject to annual impairment review. Goodwill arising on the acquisition of associated undertakings is included within
the carrying value of the investment. When the excess is negative, a gain on bargain purchase is recognised immediately in the
Consolidated Income Statement.
Other intangible assets that are acquired by the Group as part of a business combination are stated at cost less accumulated
amortisation and impairment losses. Cost reflects management’s judgement of the fair value of the individual intangible asset
calculated by reference to the net present value of future economic benefits accruing to the Group from the utilisation of the asset,
discounted at an appropriate discount rate. Other intangibles arising on the acquisition of associated undertakings are included within
the carrying value of the investment.
Amortisation is based on the useful economic lives of the assets concerned, currently being the consumption of economic benefits
over a period up to twenty years. 60
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Notes to the financial statements
(continued)
1 Accounting policies (continued) 
Impairment
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets (see separate accounting
policies), are reviewed at each reporting date to determine whether there is any indication of impairment. Impairment reviews are
undertaken at the level of each significant cash generating unit, which is no larger than an operating segment as defined by IFRS 8
Operating Segments. If any such indication exists then the asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. 
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are
assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if
there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the
extent that the assets carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
Non-current assets held exclusively with a view to resale
Non-current assets acquired exclusively with a view to subsequent disposal are classified as assets held for resale at the acquisition
date only where all criteria set out in IFRS 5 are satisfied within a short period following the acquisition. When acquired as part of a
business combination, non-current assets acquired exclusively with a view to subsequent disposal are initially measured at fair value
less costs to sell. Subsequently, these non-current assets are measured at the lower of their current carrying value and current fair
value less costs to sell. Subsequent gains or losses on re-measurement are recognised in the Consolidated Income Statement. Gains
are not recognised in excess of any cumulative loss.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in first-out principle and includes
expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured
inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.
Retirement benefits
Obligations for contributions to defined contribution pension plans are recognised as an expense in the Consolidated Income
Statement as incurred.
Provisions
Restoration provisions
The Group provides for the costs of restoring a site where a legal or constructive obligation exists. The cost of raising a provision
before exploitation of the raw materials has commenced is included in property, plant and equipment and depreciated over the life of
the site. The effect of any adjustments to the provision due to further environmental damage is recorded through operating costs over
the life of the site to reflect the best estimate of the expenditure required to settle the obligation at the end of the reporting period.
Changes in the measurement of a provision that result from changes in the estimated timing or amount of cash outflows, or a change
in the discount rate, are added to, or deducted from, the cost of the related asset. All provisions are discounted to their present value at
a rate that reflects current market assessments of the time value of money and the risks specific to the liability.
Property related provisions
A provision is recognised in the Consolidated Statement of Financial Position when the Group has a present legal or constructive
obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation.
Provisions are determined by discounting the expected future cash flows at a rate that reflects current market assessments of the
time value of money and the risks specific to the liability.
Revenue
Revenue from the sale of goods and services represents the amount (excluding value added and sales taxes) invoiced to third party
customers, net of returns and trade discounts. Revenue is recognised by the Group when the significant risks and rewards associated
with the transaction have been transferred to the customers and the amount of revenue can be measured reliably. The timing of the
transfers of risks and rewards varies depending on the individual terms of the contract of sale. Usually transfer occurs when products
have been delivered to, or picked up by, the customer or by reference to the degree of completion for the supply of contracting services. 61
1 Accounting policies (continued) 
Expenses
Operating lease payments
Payments made under operating leases are recognised in the Consolidated Income Statement on a straight-line basis over the term of
the lease. Lease incentives received are recognised in the Consolidated Income Statement as an integral part of the total lease expense.
Finance lease payments
Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance
charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance
of the liability.
Financial income and expense
Financial income and expense comprises interest payable, finance charges, finance lease charges, interest receivable on funds
invested, and gains and losses on hedging instruments that are recognised in the Consolidated Income Statement.
Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. 
Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the Consolidated Income
Statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable profit for the year. Taxable profit differs from net profit as reported in the
Consolidated Income Statement because it excludes items of income or expense that are not taxable or deductible. The Group’s
liability for current tax is calculated using tax rates enacted or substantively enacted at the reporting date and includes any adjustment
to tax payable in respect of previous years.
Deferred tax
Deferred tax is provided in full using the Statement of Financial Position liability method and represents the tax expected to be payable
or recoverable on the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax
purposes; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business
combination; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable
future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of
assets and liabilities using tax rates enacted or substantively enacted at the reporting date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the
asset can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group
intends to settle its current tax assets and liabilities on a net basis.
Share based transactions
Equity-settled share based payments to Directors, key employees and others providing similar services are measured at the fair value
of the equity instruments at the grant date.
The fair value is expensed, with a corresponding increase in equity, on a straight line basis over the period that the employees become
unconditionally entitled to the awards. At each Statement of Financial Position date, the Group revises the amount recognised as an
expense to reflect the number of awards for which the related service and non-market performance conditions are expected to be met,
such that the amount ultimately recognised as an expense is based on the number of awards that meet the related service and non-
market performance conditions at the vesting date. For share based payment awards with non-vesting conditions, the grant date fair
value of the share based payment is measured to reflect such conditions and there is no true-up for differences between expected and
actual outcomes.
Dividends
Dividends are recognised as a liability in the period in which they are approved by the Company’s shareholders. 62
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Notes to the financial statements
(continued)
2 Segmental analysis
Segmental information is presented in respect of the Group’s business segments in line with IFRS 8 – Operating Segments which
requires segmental information to be presented on the same basis as it is viewed internally. The Group’s Board of Directors,
considered as the Group’s “Chief Operating Decision Maker” views the business on a geographical basis. As such, two operating
segments (England and Scotland) have been identified as reportable segments. A description of the activities of each segment is
included on pages 6 and 7. There are no other operating segments. The majority of revenues are earned from the sale of aggregates,
related products and services.
Income statement
2013 2012
Revenue EBITDA* Revenue EBITDA*
£000 £000 £000 £000
England 114,886 15,760 91,278 11,562
Scotland 109,660 15,868 82,179 11,345
Central administration and Group properties - (3,361) - (2,724)
Group 224,546 28,267 173,457 20,183
*EBITDA represents underlying EBITDA before share of profit from associated undertaking.
£000 £000
Reconciliation to reported profit
Group profit as above 28,267 20,183
Depreciation (13,646) (11,343)
Underlying operating profit
England 8,969 6,021
Scotland 9,013 5,548
Central administration and Group properties (3,361) (2,729)
14,621 8,840
Non-underlying items (note 3) (1,386) 195
Group operating profit 13,235 9,035
Share of profit of associated undertaking 1,383 1,033
Net financial expense (3,606) (4,274)
Profit before taxation 11,012 5,794
Taxation (1,622) (507)
Profit for the year 9,390 5,287 63
2 Segmental analysis (continued)
Statement of financial position
2013 2012
Total Total Total Total
assets liabilities assets liabilities
£000 £000 £000 £000
England 124,482 (24,150) 101,788 (17,707)
Scotland 127,850 (23,322) 82,837 (15,570)
Central administration and Group properties 7,777 (5,347) 7,951 (4,352)
Total operations 260,109 (52,819) 192,576 (37,629)
Current tax 305 (215) --
Deferred tax - (3,973) - (1,540)
Net debt 17,450 (71,864) 5,048 (79,106)
Total Group 277,864 (128,871) 197,624 (118,275)
Net assets 148,993 79,349
Scotland total assets include £1,332,000 (2012: £887,000) in respect of investments in associated undertakings.
Analysis of depletion, depreciation, amortisation and capital expenditure
Mineral Depreciation Amortisation Additions
depletion of intangible to property,
assets plant and
equipment
£000 £000 £000 £000
2013
England 2,375 4,416 2 5,865
Scotland 891 5,964 31 7,423
Central administration and Group properties --- -
Total 3,266 10,380 33 13,288
2012
England 1,350 4,191 2 5,861
Scotland 802 4,995 45 2,618
Central administration and Group properties - 5 - -
Total 2,152 9,191 47 8,479
Additions to property, plant and equipment and other intangible assets exclude additions in respect of business combinations (note 26). 64
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Notes to the financial statements
(continued)
3 Non-underlying items
As required by IFRS 3 – Business Combinations, acquisition costs have been expensed as incurred. Additionally, the Group incurred
redundancy costs in respect of the reorganisation of parts of the businesses. Non-underlying items also include property items, the
amortisation of acquisition intangible assets and related tax items.
2013 2012
£000 £000
Included in administrative expenses:
Redundancy costs (275) (382)
Acquisition costs (1,251) (168)
Competition authority referral (1,148) -
Gain on property disposals 524 153
Release of provision for environmental and planning 797 639
Amortisation of other intangible assets (33) (47)
Total non-underlying items (pre-tax) (1,386) 195
Non-underlying taxation 1,083 885
Total non-underlying items (after tax) (303) 1,080
The 2013 and 2012 credits in respect of non-underlying taxation principally comprise adjustments in respect of the agreement of prior
year items.
4 Expenses and auditor’s remuneration
2013 2012
£000 £000
Group operating profit has been arrived at after charging/(crediting)
Depreciation of property, plant and equipment:
Owned assets 11,056 8,357
Assets held under finance lease 2,590 2,986
Amortisation of other intangible assets 33 47
Gain on sale of property (524) (153)
Gain on sale of plant and equipment (1,123) (931)
Operating lease rentals:
Plant, equipment and vehicles 1,330 602
Other 1,567 924
Auditor’s remuneration
Audit of the Company’s annual accounts 11 11
Audit of the Company’s subsidiary undertakings 128 113
Services relating to corporate finance transactions 21 8
Taxation compliance services 63 42
Taxation advisory services 37 45
Other non-audit services 35 110
295 329 65
5 Remuneration of key management, staff numbers and costs
Details of the remuneration received by key management is summarised below:
2013 2012
£000 £000
Salaries and short term employee benefits 1,458 1,074
Directors’ fees 668 527
Post employment benefits - 10
Equity-settled share based payments (note 19) 9 14
2,135 1,625
The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows:
Number of employees
2013 2012
England 412 395
Scotland 536 406
Central administration 4 4
952 805
The aggregate payroll costs of these persons (including Directors) were as follows:
2013 2012
£000 £000
Wages and salaries 31,700 25,400
Social security costs 3,342 2,611
Other pension costs 1,366 1,262
Equity-settled share based payments (note 19) 369 345
36,777 29,618
6 Financial income and expense
2013 2012
£000 £000
Interest income
Bank deposits 22 5
Other 21 -
Financial income 43 5
Interest expense – bank loans and overdrafts (2,315) (2,778)
Amortisation of prepaid bank arrangement fee (129) (128)
Interest expense – other (18) -
Interest expense – finance leases (939) (1,207)
Unwinding of discount on provisions (248) (166)
Financial expense (3,649) (4,279) 66
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Notes to the financial statements
(continued)
7 Taxation
Recognised in the Consolidated Income Statement
2013 2012
£000 £000
Current tax expense 215 -
Adjustments in respect of prior years (305) -
Total current tax (90) -
Deferred tax expense
Origination and reversal of temporary differences
Current year 2,579 1,435
Prior year (867) (928)
Total deferred tax (1,712) (507)
Total tax charge in the Consolidated Income Statement 1,622 507
Taxation on items taken directly to Other Comprehensive Income
2013 2012
£000 £000
Deferred tax expense
Relating to cash flow hedges - (31)
Reconciliation of effective tax rate
2013 2012
£000 £000
Profit before taxation 11,012 5,794
Tax at the Company’s domestic rate of 0%* - -
Effect of tax in UK at UK rate 2,814 1,664
Expenses not deductible for tax purposes 814 122
Income from associate already taxed (321) (253)
Effect of change in rate (513) (98)
Adjustment in respect of prior years (1,172) (928)
Tax charge 1,622 507
* The Company is resident in Jersey and has a zero percent tax rate. The Group has subsidiary operations in the UK which pay tax at a
higher rate of 23.25% (2012: 24.5%).
Reductions in the UK corporation tax rate from 26% to 24% (effective from 1 April 2012) and to 23% (effective 1 April 2013) were
substantively enacted on 26 March 2012 and 3 July 2012 respectively. Further reductions to 21% (effective from 1 April 2014) and
20% (effective from 1 April 2015) were substantively enacted on 2 July 2013. This will reduce the Group’s future current tax charge
accordingly. The deferred tax liability at 31 December 2013 has been calculated based on the rates of 20% and 21% substantively
enacted at the balance sheet date. 67
8 Property, plant and equipment 
Mineral Plant,
reserves Land and equipment
and resources buildings and vehicles Total
£000 £000 £000 £000
Cost
Balance at 1 January 2012 75,110 26,139 65,363 166,612
Acquisitions through business combinations (see note 26) 479 12 404 895
Additions 1,509 225 6,745 8,479
Disposals (51) (3,618) (2,983) (6,652)
Balance at 31 December 2012 77,047 22,758 69,529 169,334
Balance at 1 January 2013 77,047 22,758 69,529 169,334
Acquisitions through business combinations (see note 26) 25,530 7,253 9,219 42,002
Additions 1,714 169 11,405 13,288
Disposals (199) (2,286) (1,654) (4,139)
Balance at 31 December 2013 104,092 27,894 88,499 220,485
Depreciation
Balance at 1 January 2012 2,900 672 11,056 14,628
Depreciation charge for the year 2,152 492 8,699 11,343
Disposals - (248) (1,284) (1,532)
Balance at 31 December 2012 5,052 916 18,471 24,439
Balance at 1 January 2013 5,052 916 18,471 24,439
Depreciation charge for the year 3,266 658 9,722 13,646
Disposals - (53) (1,089) (1,142)
Balance at 31 December 2013 8,318 1,521 27,104 36,943
Net book value
At 31 December 2012 71,995 21,842 51,058 144,895
At 31 December 2013 95,774 26,373 61,395 183,542
Leased plant and machinery
At 31 December 2013, the net carrying amount of leased plant and machinery was £14,483,000 (2012: £19,024,000). Depreciation
charged on these assets in the year was £2,590,000 (2012: £2,986,000). Details of finance lease obligations are set out in note 15.
Depreciation
Depreciation is recognised in the following line items in the Consolidated Income Statement:
2013 2012
£000 £000
Cost of sales 13,073 10,784
Administration expenses 573 559
13,646 11,343
Security
All mineral reserves and resources, and land and buildings are pledged as security for bank loans and borrowings with Barclays Bank
PLC as security agent for the Group’s lenders. 68
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Notes to the financial statements
(continued)
9 Intangible assets 
Goodwill Other Total
£000 £000 £000
Cost
At 1 January 2012 1,449 439 1,888
Additions 694 - 694
At 31 December 2012 2,143 439 2,582
At 1 January 2013 2,143 439 2,582
Additions 12,509 305 12,814
At 31 December 2013 14,652 744 15,396
Amortisation
At 1 January 2012 - 240 240
Amortisation for the year -47 47
At 31 December 2012 - 287 287
At 1 January 2013 - 287 287
Amortisation for the year -33 33
At 31 December 2013 - 320 320
Net book value
At 31 December 2012 2,143 152 2,295
At 31 December 2013 14,652 424 15,076
Other intangible assets relate to acquisition intangibles, being the fair value of certain customer lists, contracts and trade names acquired as
part of acquisitions. These intangible assets are being amortised over the anticipated life of the underlying asset as appropriate, with the
amortisation charge being recognised in non-underlying administrative expenses in the Consolidated Income Statement.
Impairment tests for cash-generating units containing goodwill
Goodwill arising on business combinations is not amortised but is reviewed for impairment on an annual basis, or more frequently if
there are indications that the goodwill may be impaired. Goodwill is allocated to groups of cash generating units according to the level
at which management monitor that goodwill. At 31 December 2013, goodwill of £7,499,000 (2012: £1,449,000) has been allocated to
Scotland and £7,153,000 (2012: £694,000) has been allocated to England. 
For impairment testing, the recoverable amount of goodwill attaching to cash generating units is determined using value in use
calculations. These calculations use cash flow projections based on actual operating results and budgeted forecasts for 2014 extrapolated
forward for a 30 year period, reflecting the long term nature of the underlying assets, assuming a 2.0% (2012: 1.5%) annual growth rate,
based on management’s estimate of the industry’s revenue and cost growth discounted at a pre-tax rate of 9.4% (2012: 10.0%) and a
post-tax rate of 9.1% (2012: 8.5%). Directors estimate discount rates reflecting current market assessment of the time value of money
and the risks specific to the cash generating units. The Directors have determined that there has been no impairment.
The Group has applied sensitivities to assess whether any reasonable possible changes in assumptions could cause an impairment that
would be material to these consolidated financial statements and no such impairments were identified. 69
10 Principal Group companies
The principal undertakings in which the Group’s interest at the end of both the current and prior years was more than 20% were as follows:
Country of Percentage of Principal
incorporation ordinary shares held activity
Subsidiary undertakings
Ordinary shares held directly
Marwyn Materials Investments Limited Jersey 100% Holding company
Ordinary shares held indirectly
Breedon Aggregates England Limited England 100% Production and sale of aggregates
Breedon Aggregates Scotland Limited Scotland 100% Production and sale of aggregates
Breedon Group Services Limited England 100% Service company
Breedon Properties Limited England 100% Property holding company
Breedon Holdings Limited England 100% Service company
Alba Traffic Management Limited Scotland 75% Traffic management
Associated undertaking
Ordinary shares held indirectly
BEAR Scotland Limited Scotland 37.5% Road maintenance contracting
11 Investment in associated undertaking
£000
Carrying value
At 1 January 2012 792
Share of profit of associated undertaking (net of tax) 1,033
Dividends received (938)
At 31 December 2012 887
At 1 January 2013 887
Share of profit of associated undertaking (net of tax) 1,383
Dividends received (938)
At 31 December 2013 1,332
Summary financial information on associated undertaking – 100%:
Assets Liabilities Equity Revenues Net profit
£000 £000 £000 £000 £000
2013
BEAR Scotland Limited 27,729 (24,177) 3,552 75,786 3,688
2012
BEAR Scotland Limited 11,252 (8,887) 2,365 50,694 2,754 70
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Notes to the financial statements
(continued)
12 Deferred tax
1 January Acquisitions Recognised Recognised 31 December
2012 (note 26) in income in equity 2012
£000 £000 £000 £000 £000
Property, plant and equipment (5,175) (17) (503) - (5,695)
Intangible assets (45) - 14 - (31)
Financial instruments – derivatives 32 - - 31 63
Working capital and provisions 2,448 - 357 - 2,805
Tax value of loss carry-forwards 1,681 12 (375) - 1,318
(1,059) (5) (507) 31 (1,540)
1 January Acquisitions Recognised Recognised 31 December
2013 (note 26) in income in equity 2013
£000 £000 £000 £000 £000
Property, plant and equipment (5,695) (660) 497 - (5,858)
Intangible assets (31) (61) 8 - (84)
Financial instruments – derivatives 63 - (38) - 25
Working capital and provisions 2,805 - (1,070) - 1,735
Tax value of loss carry-forwards 1,318 - (1,109) - 209
(1,540) (721) (1,712) - (3,973)
There are no unrecognised deferred tax assets (2012: £nil).
13 Inventories
2013 2012
£000 £000
Raw materials and consumables 5,144 3,801
Finished goods and goods for resale 6,087 4,247
11,231 8,048
Inventories (being directly attributable costs of production) of £150,836,000 (2012: £117,307,000) were expensed in the year.
14 Trade and other receivables
2013 2012
£000 £000
Trade receivables 41,624 32,897
Trade receivables due from associated undertaking (note 23) 3,611 535
Other receivables and prepayments 3,669 2,994
Tax recoverable 305 -
Financial instruments – derivatives 24 25
49,233 36,451
The derivatives represent the fair value of interest rate caps.  71
15 Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. Note 20 provides
more information about the Group’s exposure to interest rate risk.
2013 2012
£000 £000
Non-current liabilities
Secured bank loans 59,833 62,822
Finance lease liabilities 7,701 11,468
67,534 74,290
Current liabilities
Secured overdrafts - -
Current portion of finance lease liabilities 4,330 4,816
4,330 4,816
The bank loans and overdrafts carry a rate of interest of 3% above LIBOR and are secured on the freehold and leasehold properties and
other assets of the Company and its subsidiary undertakings and have a final repayment date of 5 September 2015.
Finance lease liabilities
Finance lease liabilities are payable as follows:
2013 2012
Minimum Minimum
lease lease
payments Interest Principal payments Interest Principal
£000 £000 £000 £000 £000 £000
Less than one year 5,041 711 4,330 5,948 1,132 4,816
Between one and five years 8,230 529 7,701 13,453 1,985 11,468
More than five years --- -- -
13,271 1,240 12,031 19,401 3,117 16,284
Finance leases are secured on the underlying asset and are for periods of up to 5 years.
Net debt
2013 2012
£000 £000
Net debt comprises the following items:
Cash and cash equivalents 17,450 5,048
Current borrowings (4,330) (4,816)
Non-current borrowings (67,534) (74,290)
(54,414) (74,058)
16 Trade and other payables
2013 2012
£000 £000
Trade payables 26,367 17,716
Other payables and accrued expenses 9,113 8,145
Other taxation and social security costs 7,920 5,174
43,400 31,035 72
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Notes to the financial statements
(continued)
17 Provisions
Restoration Other Total
£000 £000 £000
At 1 January 2012 4,770 2,568 7,338
Utilised during the year (115) (156) (271)
Released to income statement - (639) (639)
Unwinding of discount 166 - 166
At 31 December 2012 4,821 1,773 6,594
At 1 January 2013 4,821 1,773 6,594
Amounts arising from business combinations (note 26) 3,597 - 3,597
Utilised during the year (110) (113) (223)
Released to income statement - (797) (797)
Unwinding of discount 248 - 248
At 31 December 2013 8,556 863 9,419
Included in provisions is £103,000 (2012: £123,000) in respect of current amounts and £9,316,000 (2012: £6,471,000) in respect of
non-current amounts.
Restoration provisions, which are all non-current, principally comprise provisions for the cost of restoring sites subject to extraction
where an obligation arises so as to comply with contractual, environmental, planning and other legislation. The obligation is calculated
on a site by site basis and is regularly reviewed to ensure it is adequate. The obligation has been discounted and will be settled through
to the end of the production lives of the related quarries which is not anticipated to result in a cash outflow within the next 12 months.
Other provisions comprise provisions for continued obligations for dilapidations, environmental and planning requirements and onerous
leases. These obligations will be settled within the normal operating cycle.
18 Capital and reserves
Stated capital
Number of ordinary shares
2013 2012
Issued ordinary shares at beginning of year 647,270,914 561,005,454
Issued in connection with:
Placing 290,476,190 83,333,335
Exercise of savings related share options 45,798 40,699
Exercise of warrants 10,002,287 2,891,426
Purchase of Participation Shares 58,971,399 -
1,006,766,588 647,270,914
The Company has no limit to the number of shares which may be issued. The ordinary shares have no par value. All issued shares are
fully paid. The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one vote per share at
meetings of the Company.
On 7 January 2013, the Company issued 3,000,000 ordinary shares of no par value at 12.0 pence per share, raising £360,000, in
settlement of the exercise of certain warrants issued in September 2010 as part of the reverse takeover of Breedon Holdings Limited.
On 29 April 2013, the Company issued 290,476,190 ordinary shares of no par value at 21.0 pence per share wholly for cash, raising a
total of £61,000,000 before expenses and £58,720,000 after expenses.
On 23 May 2013, the Company issued 7,002,287 ordinary shares of no par value at 12.0 pence per share, raising £840,000, in
settlement of the exercise of certain warrants issued in September 2010 as part of the reverse takeover of Breedon Holdings Limited.
On 30 September 2013, the Company issued 58,971,399 ordinary shares of no par value in connection with the purchase of certain
Management and Marwyn Participation Shares (see note 19). 73
18 Capital and reserves (continued)
During 2013, the Company issued 45,798 ordinary shares of no par value, raising £7,000, in connection with the exercise of certain
savings related share options.
On 24 April 2012, the Company issued 83,333,335 ordinary shares of no par value at 18.0 pence per share wholly for cash, raising a
total of £15,000,000 before expenses and £14,394,000 after expenses.
On 5 July 2012, the Company issued 2,891,426 ordinary shares of no par value at 12.0 pence per share, raising £347,000, in
settlement of the exercise of certain warrants issued in September 2010 as part of the reverse takeover of Breedon Holdings Limited.
During 2012, the Company issued 40,699 ordinary shares of no par value, raising £6,000, in connection with the exercise of certain
savings related share options.
Cash flow hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedged instruments
related to hedged transactions which have not yet occurred.
Capital reserve
The capital reserve at 31 December 2013 comprised the fair value of warrants to subscribe for 35,370,667 (2012: 45,372,954) ordinary
shares in the Company at 12.0 pence per share. A total of 55,266,667 warrants were issued on 6 September 2010 as part of the
consideration for the acquisition of Breedon Holdings Limited and were valued at fair value at acquisition using a modified Black Scholes
model at a value of £2,369,000. They are exercisable at any time until 2 September 2017. During 2013, warrants over 10,002,287 (2012:
2,891,426) ordinary shares were exercised and, accordingly, £429,000 (2012: £124,000) was transferred to stated capital.
19 Employee benefits
Pension plans
During both the current year and prior year, the Group has contributed to the Breedon Aggregates Group Personal Pension Plan which
is a contract based defined contribution scheme.
The pension costs charged during the year were £1,366,000 (2012: £1,262,000). Contributions outstanding at 31 December 2013
amounting to £123,000 (2012: £103,000) are included in payables.
Share based payments
2013 2012
£000 £000
Management Participation Shares 9 14
Performance share plan shares 244 243
Share options 116 88
Employee share based payments (note 5) 369 345
Marwyn Participation Shares 9 14
Total share based payments 378 359
Participation Shares
Under share based payment arrangements established by the Group to incentivise Directors, key employees and others providing similar
services, Participation Shares were issued in 2008, via the Company’s subsidiary, Marwyn Materials Investments Limited, to Directors
and key employees (“Management Participation Shares”) and to Marwyn Management Partners LP , (“Marwyn Participation Shares”);
together “the Participation Shares”.
On being offered, the Company may purchase the Participation Shares either for cash or for the issue of new ordinary shares at its
discretion. The Company’s intention is to settle these through the issue of new ordinary shares. The value of the Participation Shares is
discussed below. The Participation Shares may only be sold on this basis if both the Growth and Vesting Conditions have been
satisfied. Both of these conditions were satisfied during the year. Details of the Participation Shares in issue and purchased during the
year and outstanding at the year end are shown below. None of the Participation Shares were forfeited or expired during the year. 74
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Notes to the financial statements
(continued)
19 Employee benefits (continued)
Growth Condition
The Growth Condition was that the compound annual growth of the Company’s equity value must have been at least 12.5% per
annum. The Growth Condition took into account new shares issued, dividends and capital returned to Shareholders.
Vesting Condition
The Participation Shares were subject to a vesting period which ended on 6 September 2013. The vesting period could have been
extended to 6 September 2015 if the Growth Condition had not been met. The Participation Shareholder can exercise its right to
require the Company to purchase its Participation Shares at any time up to 6 September 2015.
Value
Subject to the provisions detailed above, the Management Participation Shares and Marwyn Participation Shares can each be sold to
the Company for an aggregate value equivalent to 10% of the increase in “Shareholder Value” in the Company. Shareholder Value is
broadly defined as the increase in market capitalisation of all ordinary shares of the Company issued up to the date of sale, allowing for
any dividends and other capital movements.
Management Participation Shares
Under a management incentive scheme, 10,000 Management Participation Shares were created and Directors were allotted and
purchased a number of those shares. On 30 September 2013, the Company purchased all of the Management Participation Shares
satisfied by the issue of new ordinary shares of no par value in the Company (“Breedon Shares”) in accordance with the above
provisions. Details of the Management Participation Shares at the beginning of the year, purchased and at the end of the year are as
shown in the table below.
Management Participation Shares issued to Directors:
Participation Issue Nominal Number of Number of Number of Number of
in increase in price value of Participation Participation Participation Breedon
Shareholder Participation Shares Shares Shares Shares
Value Shares 1 January purchased 31 December Issued
2013 2013
Peter Tom 4% £0.50 £1,000 2,000 (2,000) - 18,649,926
Simon Vivian 4% £0.50 £1,000 2,000 (2,000) - 18,649,926
Ian Peters 2% £0.50 £500 1,000 (1,000) - 9,324,963
£2,500 5,000 (5,000) - 46,624,815
Marwyn Participation Shares
The Group entered into a performance participation agreement with Marwyn Management Partners LP (“Marwyn”) under which
Marwyn agreed to assist the Company in meeting its business strategy. In exchange, the Group issued Participation Shares to
Marwyn. On 30 September 2013, the Company purchased 2,620 Marwyn Participation Shares satisfied by the issue of new ordinary
shares of no par value in the Company (“Breedon Shares”) in accordance with the above provisions. Details of the Marwyn
Participation Shares at the beginning of the year, purchased and at the end of the year are as shown in the table below:
Participation Issue Nominal Number of Number of Number of Number of
in increase in price value of Participation Participation Participation Breedon
Shareholder Participation Shares Shares Shares Shares
Value Shares 1 January purchased 31 December Issued
2013 2013
Marwyn Participation Shares 10% £0.10 £1,000 10,000 (2,620) 7,380 12,346,584
David Williams, a Director of the Company, by reason of his previous role at Marwyn, retained an indirect interest in the Marwyn
Participation Shares. During the year, Marwyn transferred part of its holding to certain of its partners and, as a consequence, David
Williams is now directly interested in 2,073 Marwyn Participation Shares included within the table above. The Company did not
purchase any Participation Shares from Mr Williams during the year. 75
19 Employee benefits (continued)
Valuation of Participation Shares
When the Participation Shares were issued, the Company was an unlisted shell-company and had not entered into any transactions up
to that date other than the issue of 2 ordinary shares for £2. The initial fair value estimation placed on the Participation Shares took into
account the lack of trading history of the Company and the absence of any deals or transactions to date. The total amount paid for the
Participation Shares, being the nominal value of £3,500, was considered to be the best estimation of the initial fair value at the date of
issue. In accordance with IFRS2 – Share Based Payment, on modification in 2010, the fair value of the Participation Shares was
calculated using a binomial valuation model both immediately prior to and immediately after the modification. The increase in the fair
value amounted to £93,000 which has been recognised over the period to 6 September 2013. In the current year, £18,000 (2012:
£28,000) has been recognised as an expense in the Consolidated Income Statement in respect of Participation Shares.
During the year, £61,000 has been transferred to stated capital in respect of the Management and Marwyn Participation Shares purchased.
The binomial valuation model uses the following assumptions:
Date of modification April 2010
Share price at modification date 15 pence
Exercise price Nil
Hurdle rate 12.5%
Expected volatility 16.3%
Risk free rate 1.0%
Performance Share Plan
On 23 May 2011, the Group adopted the Breedon Aggregates Performance Share Plan (the “PSP”) as a means of attracting,
rewarding, motivating and retaining certain key senior employees. Under the PSP , awards may be granted as conditional shares or as
nil paid (or nominal) cost options. Awards will normally vest three years after grant subject to satisfaction of the Performance Condition. 
On 23 May 2011, the Group granted conditional awards over 6,979,451 shares under the PSP (the “Initial Award”). No PSP awards
were forfeited, exercised or expired during the year.
Performance Period
The Performance Period applicable to the Initial Award is the period starting on 6 September 2010 and ending on or after 6 September
2013 but no later than 6 September 2015.
Performance Condition
The Performance Condition applicable to the Initial Award is that the average annual growth in the Company’s total shareholder return
over the Performance Period must be at least 12.5% per annum. During the year, the performance condition was met.
Valuation of PSP awards
The fair value of PSP awards was calculated using a binomial model which valued the awards at £730,635 which will be recognised
over the period to 23 May 2014. In 2013, £244,000 (2012: £243,000) has been recognised as an expense in the Consolidated Income
Statement in respect of PSP awards.
The binomial valuation model uses the following assumptions:
Date of grant May 2011
Share price at date of grant 16.13 pence
Total shares under award 6,979,451
Expected volatility 40%
Risk-free rate 2.41%
Expected term 3.65 years 76
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Notes to the financial statements
(continued)
19 Employee benefits (continued)
Sharesave Scheme
During the year, the Group operated a savings related share option scheme open to all employees (the “Breedon Sharesave Scheme”).
The number and weighted average exercise prices of options granted under the Breedon Sharesave Scheme are as follows:
Weighted Number
average of options
exercise price
At 1 January 2012 15.7p 5,116,088
Granted during the year 15.6p 2,512,092
Exercised during the year 15.2p (40,699)
Lapsed during the year 15.6p (782,313)
At 31 December 2012 15.7p 6,805,168
At 1 January 2013 15.7p 6,805,168
Granted during the year 18.4p 1,126,880
Exercised during the year 16.4p (45,798)
Lapsed during the year 15.7p (521,373)
At 31 December 2013 16.1p 7,364,877
Details of share options outstanding at 31 December were as follows:
Number Exercise Exercise 
2013 2012 Price period
Breedon Sharesave Scheme 2,028,391 2,199,617 16.4p 1 May 2014 to 31 October 2014
Breedon Sharesave Scheme 2,354,862 2,442,071 15.0p 1 May 2016 to 31 October 2016
Breedon Sharesave Scheme 659,548 684,467 16.6p 1 May 2015 to 31 October 2015
Breedon Sharesave Scheme 1,219,319 1,479,013 15.2p 1 May 2017 to 31 October 2017
Breedon Sharesave Scheme 410,085 - 19.4p 1 May 2016 to 31 October 2016
Breedon Sharesave Scheme 692,672 - 17.8p 1 May 2018 to 31 October 2018
7,364,877 6,805,168
The fair value of services received in return for share options granted is measured based on a modified Black Scholes Valuation Model
using the following assumptions:
3 year options 5 year options 3 year options 5 year options 3 year options 5 year options
Granted 2013 Granted 2013 Granted 2012 Granted 2012 Granted 2011 Granted 2011
Fair value at measurement date 11.4p 13.6p 6.0p 7.7p 3.2p 5.3p
Share price at date of grant 26.5p 26.5p 20.5p 20.5p 17.5p 17.5p
Exercise price 19.4p 17.8p 16.6p 15.2p 16.4p 15.0p
Expected volatility 46.8% 43.8% 27.93% 25.64% 18.69% 18.69%
Option life 3 years 5 years 3 years 5 years 3 years 5 years
Expected dividend yield 0% 0% 0% 0% 0% 0%
Risk free interest rate 0.28% 0.69% 0.55% 1.05% 1.80% 1.80% 77
20 Financial instruments
The Group has exposure to the following risks from its use of financial instruments:
� Credit risk
� Liquidity risk
� Market risk
This note presents information about the Group’s exposure to each of the above risks and the Group’s objectives, policies and
processes for measuring and managing these risks.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits
and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures,
aims to develop a disciplined and constructive control environment in which all employees understand their role and obligations.
Treasury activities are managed on a Group basis under policies and procedures approved and monitored by the Board. These are
designed to reduce the financial risks faced by the Group which primarily relate to movements in interest rates. Where appropriate, the
Group uses financial instruments to manage these risks. No speculative use of derivatives, currency or other instruments is permitted.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises from cash and cash equivalents, derivative financial instruments and, principally, from the Group’s receivables
from customers.
Management has a credit policy in place and exposure to credit risk is monitored on an ongoing basis. The Group has credit insurance
covering the majority of its private sector customers. At the reporting date, there were no significant concentrations of credit risk.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the
reporting date was:
Carrying amount
2013 2012
£000 £000
Receivables 49,209 36,426
Financial instruments – derivatives 24 25
Cash and cash equivalents 17,450 5,048
66,683 41,499
Credit risk associated with cash balances and derivative financial instruments is managed by transacting with financial institutions with
high quality credit ratings. Accordingly, the Group’s associated credit risk is limited.
The maximum exposure to credit risk for trade receivables at the reporting date by geographic region, being reportable segments, was:
Carrying amount
2013 2012
£000 £000
England 18,879 16,778
Scotland 22,745 16,119
41,624 32,897 78
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Notes to the financial statements
(continued)
20 Financial instruments (continued)
Management consider that the credit quality of the various receivables is good in respect of the amounts outstanding. The Group has
no individually significant customers. The majority of the Group’s customers are end-user customers. The Group credit insurance
covers the majority of its private sector UK trade receivables subject to an aggregate first loss. The Group has fully provided for all its
doubtful debt exposure. The credit risk is therefore considered to be low.
The ageing of trade receivables at the reporting date was:
2013 2012
Gross Impairment Gross Impairment
£000 £000 £000 £000
Not past due 37,991 - 28,703 -
Past due 0-30 days 1,981 - 2,375 -
Past due 31-60 days 804 - 870 -
Past due more than 60 days 1,543 (695) 1,711 (762)
42,319 (695) 33,659 (762)
The movement in provisions for impairments of trade receivables are as follows:
2013 2012
£000 £000
At 1 January 762 931
Charged to the Consolidated Income Statement during the year 334 302
Utilised during the year (401) (471)
At 31 December 695 762
Liquidity risk
Liquidity risk is the risk that the Group does not have sufficient financial resources to meet its obligations as they fall due. The Group
manages liquidity risk by continuously monitoring forecasts and cash flows and negotiating appropriate bank facilities. The Group uses
term and revolving bank facilities and sufficient headroom is maintained above peak requirements to meet unforeseen events.
The following are the contractual maturities of financial liabilities, including estimated interest payments at current rates:
31 December 2013
Carrying Contractual Within One to More than
amount cash flows one year five years five years
£000 £000 £000 £000 £000
Non-derivative financial liabilities
UK secured bank loans 59,833 64,200 2,100 62,100 -
Finance lease liabilities 12,031 13,271 5,041 8,230 -
Other liabilities 35,480 35,480 35,480 - -
107,344 112,951 42,621 70,330 -
31 December 2012
Carrying Contractual Within One to More than
amount cash flows one year five years five years
£000 £000 £000 £000 £000
Non-derivative financial liabilities
UK secured bank loans 62,822 69,713 2,208 67,505 -
Finance lease liabilities 16,284 19,401 5,948 13,453 -
Other liabilities 25,861 25,861 25,861 - -
104,967 114,975 34,017 80,958 -
The capital element of the UK secured bank loans is repayable in September 2015. 79
20 Financial instruments (continued)
Market risk
The Group’s activities expose it to the risk of changes in interest rates. The Group’s operations trade entirely in their functional currency
and accordingly, no translation exposures arise in trade receivables or trade payables.
Interest rate risk
The Group currently borrows at floating and fixed interest rates. The Group uses interest rate caps to manage its exposure to changes
in floating interest rates. At 31 December 2012, the Group had an interest rate cap with a notional contract amount of £64,500,000.
This cap matured in March 2013 and capped interest rates (excluding margin) at 2.5% until 31 March 2013.
In addition, the Group has an interest rate cap effective from March 2013 until September 2015 with a notional contract amount of
£30,000,000 (2012: £30,000,000) which caps interest rates (excluding margin) at 2.0%.
The Group classifies interest rate caps as cash flow hedges and states them at fair value. The fair value of the caps at 31 December
2013 was an asset of £24,000 (2012: £25,000). This amount was recognised as a fair value derivative and the effective portion of the
fair value is recognised in the cash flow hedge reserve.
At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was:
Carrying amount
2013 2012
£000 £000
Fixed rate instruments
Financial liabilities (12,031) (16,284)
Variable rate instruments
Financial liabilities* (59,833) (62,822)
Financial assets 17,450 5,048
(54,414) (74,058)
*variable rate financial liabilities include £30,000,000 (2012: £62,822,000) of notional debt subject to an interest rate cap (see above)
Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not
designate derivatives (interest rate caps) as hedging instruments under a fair value hedge accounting model. Therefore a change in
interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity analysis for variable rate instruments
An increase of 100 basis points in interest rates in respect of variable rate instruments at the reporting date would have decreased equity
and income and expenditure for a full year by £600,000 (2012: £631,000). A decrease of 100 basis points would have increased equity and
income and expenditure for a full year by £300,000 (2012: £315,000). These analyses assume that all other variables remain constant.
Fair values versus carrying amounts
Derivative financial instruments, which are held for trading, are carried at fair value, calculated using quoted market prices relevant for
the term, currency and instrument. The Directors consider that the carrying amounts recorded in the financial information in respect of
other financial assets and liabilities, which are carried at amortised cost, approximates to their fair values.
The following table analyses financial instruments carried at fair value by valuation method. The different levels have been defined as follows:
� Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities
� Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either as a direct price
or indirectly derived from prices
� Level 3 – inputs for the asset or liability that are not based on observable market data 80
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Notes to the financial statements
(continued)
20 Financial instruments (continued)
2013
Level 1 Level 2 Level 3 Total
£000 £000 £000 £000
Derivative financial asset - 24 - 24
2012
Level 1 Level 2 Level 3 Total
£000 £000 £000 £000
Derivative financial asset - 25 - 25
At 31 December 2013, the Group did not have any assets or liabilities classified at Level 1 in the fair value hierarchy (2012: £nil). There
have been no transfers in any direction in the year. The fair value of the derivative financial asset, being an interest rate swap, is based
on a bank’s valuation.
Capital management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain the
future development of the business. The Board closely monitors the shareholder base and earnings per share. Subject to the
availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to
do so. However, for now, the main focus of the Group will be on delivering capital growth for shareholders.
The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the
advantages and security afforded by a sound capital position.
There are financial covenants associated with the Group’s borrowings which are minimum underlying EBITDA, interest cover and cash
flow cover. The Group complied with covenants at 31 December 2013 and 31 December 2012.
21 Operating leases
Total non-cancellable operating lease rentals are payable as follows:
2013 2012
Land and Other Land and Other
buildings buildings
£000 £000 £000 £000
Less than one year 1,285 1,623 935 901
Between one and five years 4,974 4,331 3,333 2,983
More than five years 8,860 723 5,669 511
15,119 6,677 9,937 4,395
The Group leases properties, vehicles and plant for operational purposes. Property leases vary in length up to a maximum of 100 years.
Vehicle leases typically run for a period of up to seven years.
22 Capital commitments
During the year ended 31 December 2013, the Group entered into contracts to purchase property, plant and equipment for £1,954,000
(2012: £2,206,000). These commitments are expected to be settled in the following financial year. 81
23 Related parties
During the year, the Group supplied services and materials to, and purchased services and materials from, its associated undertaking
on an arm’s length basis. It had the following transactions with this related party during the year:
Revenue Purchases Receivables Payables
£000 £000 £000 £000
2013
BEAR Scotland Limited 16,079 13 3,611 -
2012
BEAR Scotland Limited 5,118 4 535 -
During the year, the Group also supplied services to, and purchased services from, its 75% owned subsidiary undertaking on an arm’s
length basis. It had the following transactions with this related party during the year which have been fully eliminated on consolidation.
Revenue Purchases Receivables Payables
£000 £000 £000 £000
2013
Alba Traffic Management Limited 1,178 541 91 68
2012
Alba Traffic Management Limited 971 423 70 99
Parent and ultimate controlling party
The Company is listed on AIM and monitors its shareholder base on a regular basis. There is no controlling party.
Transactions with Directors and Directors’ shareholdings
Details of transactions with Directors and Directors’ shareholdings are given in the Directors’ Report and the Directors’ Remuneration
Report on pages 36 to 38 and 44 to 48 respectively.
24 Earnings per share
The calculation of earnings per share is based on the profit for the year attributable to ordinary shareholders of £9,348,000 (2012:
£5,256,000) and on the weighted average number of ordinary shares in issue during the year of 865,119,988 (2012: 619,801,185).
The calculation of underlying earnings per share is based on the profit for the year attributable to ordinary shareholders, adjusted to add
back the non-underlying items, of £9,651,000 (2012: £4,176,000) and on the weighted average number of ordinary shares in issue
during the year as above.
Diluted earnings per ordinary share is based on 944,453,198 (2012: 704,182,150) shares and reflects the effect of all dilutive potential
ordinary shares.
25 Contingent liabilities
The Group has guaranteed the hire purchase liabilities in respect of vehicles operating under the Group’s owner driver scheme. The
maximum contingent liability in respect of these guarantees amounts to £nil (2012: £13,000).
The Group has guaranteed its share of the banking facilities of BEAR Scotland Limited, the Company’s associated undertaking. The
maximum liability at 31 December 2013 amounted to £1,838,000 (2012: £1,838,000).
The Group has also guaranteed the performance of BEAR Scotland’s contracts in respect of the maintenance of trunk roads in the
North West, North East and South East of Scotland and in respect of the M80 Operating and Maintenance contract. 82
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Notes to the financial statements
(continued)
26 Acquisitions 
Marshalls quarrying assets
On 30 April 2013, the Group acquired certain trade and quarrying assets from Marshalls Mono Limited. This transaction has been
accounted for as a business combination.
The fair value of the consideration paid and the consolidated net assets acquired, together with the goodwill arising in respect of this
business combination, are as follows:
Book value Fair value Fair value
adjustments on acquisition
£000 £000 £000
Mineral reserves and resources 10,147 (117) 10,030
Land and buildings 289 100 389
Plant and equipment 2,810 1,282 4,092
Inventories 1,534 (771) 763
Provisions – restoration (2,088) - (2,088)
Deferred tax liabilities - (253) (253)
Total 12,692 241 12,933
Consideration – cash 19,392
Goodwill arising 6,459
The provisional fair value adjustments comprise adjustments to:
� revalue certain minerals, land and buildings and plant and equipment to reflect fair value at the date of acquisition;
� inventories to reflect fair/net realisable value;
� deferred tax balances.
The goodwill arising represents the geographic location of the assets acquired and the skills of the existing workforce.
The Group incurred acquisition related costs of £171,000 relating principally to external professional fees and due diligence costs which
have been included as non-underlying administrative costs.
During the year, this business has contributed revenues of £7,696,000 and underlying EBITDA of £1,681,000 to the Group’s results. 83
26 Acquisitions (continued)
Scottish trade and assets
On 30 April 2013, the Group acquired certain Scottish trade and assets from Aggregate Industries UK Limited. This transaction has
been accounted for as a business combination.
The fair value of the consideration paid and the consolidated net assets acquired, together with the goodwill arising in respect of this
business combination, are as follows:
Book value Fair value Fair value
adjustments on acquisition
£000 £000 £000
Mineral reserves and resources 15,925 (425) 15,500
Land and buildings 4,810 2,054 6,864
Plant and equipment 5,300 (173) 5,127
Intangibles - 305 305
Inventories 3,333 (604) 2,729
Provisions – restoration (1,509) - (1,509)
Deferred tax liabilities - (468) (468)
Total 27,859 689 28,548
Consideration – cash 34,598
Goodwill arising 6,050
The provisional fair value adjustments comprise adjustments to:
� revalue certain minerals, land and buildings and plant and equipment to reflect fair value at the date of acquisition;
� intangibles to reflect fair value;
� inventories to reflect fair/net realisable value;
� deferred tax balances.
The goodwill arising represents the geographic location of the assets acquired and the skills of the existing workforce.
The Group incurred acquisition related costs of £319,000 relating principally to external professional fees and due diligence costs which
have been included as non-underlying administrative costs.
During the year, this business has contributed revenues of £16,585,000 and underlying EBITDA of £3,600,000 to the Group’s results.
If both this acquisition and the acquisition of Marshalls quarrying assets had occurred on 1 January 2013, the results of the Group
would have shown revenue of £234,780,000, underlying EBITDA, before share of associated undertaking, of £30,442,000 and
underlying operating profit for the year of £15,636,000.
Cash flow effect
The cash flow effect of the above two acquisitions, excluding acquisition costs, can be summarised as follows:
£000
Marshalls quarrying assets 19,392
Scottish trade and assets 34,598
53,990 84
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
Notes to the financial statements
(continued)
26 Acquisitions (continued)
Prior year acquisitions
On 16 January 2012, the Group acquired the entire issued share capital of Nottingham Ready Mix Limited and on 16 July 2012, the
Group acquired the trade and assets of Speyside Sand & Gravel Quarries Limited (comprising Rothes Glen Quarry). These transactions
have been accounted for as acquisitions.
The fair value of the consideration paid and the net assets acquired, together with the goodwill arising in respect of these acquisitions,
are as follows:
Book value Fair value Fair value
adjustments on acquisition
£000 £000 £000
Mineral reserves and resources 500 (21) 479
Land and buildings 12 - 12
Plant and equipment 260 144 404
Inventories 136 22 158
Trade and other receivables 465 (7) 458
Cash 19 - 19
Trade and other current payables (577) (48) (625)
Other interest bearing loans – current liabilities (29) - (29)
Deferred tax liabilities - (5) (5)
Total 786 85 871
Consideration – Cash 1,565
Goodwill arising 694
The fair value adjustments comprise adjustments to:
� revalue certain minerals, land and buildings and plant and equipment to reflect fair value at the date of acquisition;
� inventories to reflect fair/net realisable value;
� trade and other receivables to reflect recoverable amounts;
� trade and other current payables to reflect contractual liabilities.
The goodwill arising represents the geographic location of the assets acquired and the skills of the existing workforce.
The Group incurred acquisition related costs of £64,000 relating principally to external professional fees and due diligence costs which
have been included as non-underlying administrative expenses.
During the prior year, these businesses contributed revenues of £3,067,000 and underlying EBITDA of £322,000 to the Group’s results.
If these acquisitions had occurred on 1 January 2012, the prior year results of the Group would have shown revenue of £173,727,000,
underlying EBITDA, before share of associated undertaking, of £20,211,000 and underlying operating profit for the year of £8,863,000.
Cash flow effect
The net consideration shown in the prior year Consolidated Statement of Cash Flows of £1,546,000 in respect of these acquisitions
comprises the cash consideration paid of £1,565,000 net of the cash acquired of £19,000. 85
27 Accounting estimates and judgements
The preparation of financial information requires management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from
these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised and in any future periods affected.
In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that
have the most significant effect on the amounts recognised in the financial information are described below:
Impairment of goodwill
The determination of whether goodwill and other indefinite life intangible assets should be impaired requires the estimation of future
cash flows and growth factors adopted by each cash generating unit. Furthermore, discount rates applied to these cash flows
determined by reference to the markets in which they operate and are risk adjusted to reflect risks and opportunities existing for each
cash generating unit. These factors are all affected by prevailing market and economic factors outside the Group’s control. Further
information is included in note 9.
Mineral reserves and resources
A number of key assumptions have been made in determining the annual depletion charge. These assumptions include the amount of
consented and unconsented reserves available for extraction; the estimated residual value; extraction rates; and the gaining of
additional planning consents.
Fair values of assets on business combinations
In determining the fair valuation of assets acquired under business combinations, including the valuation of other intangibles, a number
of estimates are made. These include the market value of minerals, property, plant and equipment, associated liabilities for contractual
restoration provisions and the valuation of intangible assets, including customer lists and contracts. The reasons for any residual excess
of consideration over the net asset value, being goodwill arising, are then identified. The Group has used independent experts where
appropriate to assist with the determination of the market value of certain minerals, property and plant and equipment.
Restoration provisions
Estimated restoration costs have been derived on the basis of the most recent assessments of the likely cost. Certain factors
concerning these costs are outside the Group’s control. In making this assessment, the Group has sought the aid of independent
experts where appropriate. Further information is included in note 17.
Property provisions
Estimated onerous lease, environmental and dilapidation costs have been derived on the basis of the most recent assessments of the
likely cost. Certain factors concerning these costs are outside the Group’s control. In making this assessment the Group has sought the
aid of independent experts where appropriate. Further information is included in note 17.
Share based payments
In valuing the share based payments charged in the Group’s financial statements, the Company has used a binomial model which
makes various assumptions about factors outside the Group’s control, such as share price volatility and risk free interest rates. Details
of the options and assumptions used in deriving the share based payments are disclosed in note 19.
Deferred taxation
Deferred taxation has been estimated using the best information available, including seeking the opinion of independent experts where
applicable (note 12). 86
NOTICE OF ANNUAL 
GENERAL MEETING
NOTICE is hereby given pursuant to the articles of association of
Breedon Aggregates Limited (the “Company”) that the Annual
General Meeting of the Company will take place in the La
Seigneurie Suite, St. Pierre Park Hotel, Rohais, St. Peter Port,
Guernsey GY1 1FD on Thursday, 17 April 2014 at 2.00pm, or at any
adjournment thereof, for the purpose of considering and, if thought
fit, passing the following resolutions, of which Resolutions 1 to 6
(inclusive) will be proposed as Ordinary Resolutions and
Resolutions 7 and 8 will be proposed as Special Resolutions:- 
ORDINARY BUSINESS
Ordinary Resolutions
1. THAT the financial statements of the Company for the year
ended 31 December 2013, together with the reports of the
Directors and Auditor thereon be received and adopted.
2. THAT KPMG Channel Islands Limited, who have indicated their
willingness to continue in office be and are hereby re-appointed
as the Auditor of the Company from the conclusion of this
meeting until the conclusion of the next general meeting at
which financial statements are laid before the Company.
3. THAT the Directors of the Company be and are hereby
authorised to determine the fee payable to the Auditor in
respect of the year ending 31 December 2014.
4. THAT Robert Wood be re-appointed as a director of the Company.
5. THAT Peter Tom CBE be re-appointed as a director of the Company.
SPECIAL BUSINESS
Ordinary Resolution
6. THAT the Directors be and they are hereby generally and
unconditionally authorised in accordance with Article 6.2 of the
Company’s articles of association (the “Articles”) to exercise all
the powers of the Company to allot relevant securities (as
defined in Article 6.2 of the Articles) in the Company, including,
but not limited to, ordinary shares in the Company, and to grant
rights to subscribe for, or to convert any security into, ordinary
shares in the Company up to a maximum of 250,000,000
ordinary shares. The authority conferred on the Directors under
this Resolution 6 shall expire at the conclusion of the next
Annual General Meeting of the Company after the passing of
this Resolution save that the Company may before such expiry
make an offer or agreement which would or might require
ordinary shares to be allotted or rights to subscribe for, or to
convert any security into, ordinary shares to be granted after
such expiry and the Directors may allot ordinary shares or grant
rights to subscribe for, or to convert any security into, ordinary
shares (as the case may be) in pursuance of such an offer or
agreement as if the authority conferred hereby had not expired.
Special Resolutions
7. THAT the Directors be and they are hereby empowered pursuant
to Article 6.7 of the Articles to allot equity securities (within the
meaning of Article 6.6 of the Articles) for cash or otherwise
pursuant to the authority conferred by Resolution 6 above, as if
Article 6.3 did not apply to any such allotment, provided that this
power shall be limited to the allotment of equity securities
consisting of, or the right to subscribe for, or convert any security
into shares in the Company, up to a maximum of 156,320,000
ordinary shares in the Company. The authority conferred on the
Directors under this Resolution 7 shall expire at the conclusion of
the next Annual General Meeting of the Company after the
passing of this Resolution save that the Company may before
such expiry make an offer or agreement which would or might
require ordinary shares to be allotted or rights to subscribe for, or
to convert any security into, ordinary shares to be granted after
such expiry and the Directors may allot ordinary shares or grant
rights to subscribe for, or to convert any security into, ordinary
shares (as the case may be) in pursuance of such an offer or
agreement as if the authority conferred hereby had not expired.
8. THAT the Company be and is hereby generally and
unconditionally authorised to make one or more market
purchases of ordinary shares in the capital of the Company
pursuant to Article 57 of the Companies (Jersey) Law 1991 as
amended (the “Law”) provided that: 87
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
(a) the maximum aggregate number of ordinary shares hereby
authorised to be purchased is 50,338,329 (being 5% of the
share capital of the Company in issue as at 19 March 2014);
(b) the minimum price (exclusive of expenses) which may be paid
for each ordinary share is 1.0 pence;
(c) the maximum price (exclusive of expenses) which may be paid
for each ordinary share is an amount equal to 105% of the
average middle market quotation of an ordinary share taken
from the AIM Appendix to the London Stock Exchange Daily
Official List for the five business days immediately preceding
the date on which any ordinary share is contracted to be
purchased by the Company;
(d) the Directors of the Company can, prior to each such purchase,
make the solvency statement required by the Law and fulfil all
other requirements of the Law in relation to purchases of a
company’s own shares;
(e) this authority will expire at the conclusion of the next Annual
General Meeting of the Company held after the date on which
this Resolution is passed or, if earlier, 18 months after that date;
(f) this authority shall only be capable of variation, revocation or
renewal by Special Resolution of the Company; and
(g) the Company may make a contract or contracts to purchase
ordinary shares under this authority before this authority expires
which will or may be executed and completed wholly or partly
after its or their expiration and may make a purchase of ordinary
shares in pursuance of any such contract or contracts after its
or their expiration.
By order of the Board
Breedon Aggregates Limited
19 March 2014
Notes
1. Under Jersey law a special resolution requires a two thirds rather than three
quarters majority of those voting at the Meeting in person or by proxy to vote
in favour of the resolution.
2. Every member who is present in person shall on a show of hands have one
vote and every member present in person or by proxy shall on a poll have one
vote for each share of which he is the holder. 
3. A Form of Proxy is enclosed. To be valid, this Form and the power of attorney
or other authority (if any) under which it is signed, or a notarially certified copy
of such power or authority must reach the Registrar at Capita Asset Services,
PXS, 34 Beckenham Road, Beckenham, BR3 4TU not less than forty-eight
hours before the time appointed for holding the Annual General Meeting or
adjournment or the taking of a poll at which the person named in the Proxy
Form proposes to vote.
4. A member entitled to attend and vote at the meeting convened by this notice
is also entitled to appoint one or more proxies. If a proxy other than the
Chairman is desired, strike out “the Chairman of the AGM or” and insert the
name or names preferred and initial the alteration. A proxy need not be a
member of the Company but must attend the meeting in person.
5. If a member wishes his proxy to speak on his behalf at the meeting, he or she
will need to appoint his own choice of proxy (which is not the Chairman) and
give instructions directly to the proxy. The completion and return of a form of
proxy will enable you to vote at the meeting without having to be present at
the meeting, but will not preclude you from attending the meeting and voting
in person if you should subsequently decide to do so. 
6. A member may appoint more than one proxy provided each proxy is
appointed to exercise rights attached to different shares. A member may not
appoint more than one proxy to exercise rights attached to any one share. To
appoint more than one proxy you may photocopy the form of proxy. Please
indicate the proxy holder’s name and the number of shares in relation to
which they are authorised to act as your proxy (which, in aggregate, should
not exceed the number of shares held by you). Please also indicate if the
proxy instruction is one of multiple instructions being given. All forms must be
signed and should be returned together in the same envelope. If you wish to
appoint the Chairman as one of your multiple proxies, leave the words
“Chairman of the AGM” on the relevant proxy card. 
7. Shares held in uncertificated form (i.e. in CREST) may be voted through the
CREST Proxy Voting Service in accordance with the procedures set out in the
CREST manual. CREST personal members or other CREST sponsored
members, and those CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on their behalf.
8. In order for a proxy appointment or instruction made using the CREST service
to be valid, the appropriate CREST message (a “CREST Proxy Instruction”)
must be properly (under CREST participant ID RA10) authenticated in
accordance with CRESTCo’s specifications and must contain the information
required for such instructions, as described in the CREST Manual. The
message, regardless of whether it constitutes the appointment of a proxy or
an amendment to the instruction given to a previously appointed proxy must,
in order to be valid, be transmitted so as to be received by the issuer’s agent
by the latest time(s) for receipt of proxy appointments by 2.00 pm on 15 April
2014. For this purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST
Application Host) from which the issuer’s agent is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST. After this
time any change of instructions to proxies appointed through CREST should
be communicated to the appointee through other means.
9. CREST members and, where applicable, their CREST sponsors or voting service
providers should note that CRESTCo does not make available special procedures
in CREST for any particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the CREST member
is a CREST personal member or sponsored member or has appointed a voting
service provider(s), to procure that his CREST sponsor or voting service provider(s)
take(s)) such action as shall be necessary to ensure that a message is transmitted
by means of the CREST system by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors or voting service
provider(s) are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings. 
10. In the case of a corporation, the form of proxy must be executed under its
common seal or signed on its behalf by an officer or attorney duly authorised.
In the case of an individual, the form of proxy must be signed by the individual
or his or her attorney duly authorised. 
11. In the case of joint holders, the vote of the senior who tenders a vote,
whether in person or by proxy will be accepted to the exclusion of the votes
of any other joint holders and for this purpose seniority will be determined by
the order in which the names are recorded in the Register of Members. 
12. The Directors of the Company will interpret any ambiguous proxy appointments.
The Chairman of the meeting will, in his capacity as proxy, interpret any voting
instructions he receives. Their respective determinations shall be final.
13. Any alterations made to the Form of Proxy must be initialled by the person
who signs it. 
14. The Company, pursuant to Article 40 of the Companies Uncertificated
Securities (Jersey) Order 1999, specifies that only those members registered
in the register of members of the Company as at 6.00pm on 15 April 2014 or,
in the event that the Meeting is adjourned, in the register of members 48
hours before the time of any adjourned meeting(s), shall be entitled to attend
or vote at the Meeting or any adjournment thereof in respect of the number
of shares registered in their name at that time. Changes to the register of
members after these times will be disregarded in determining the rights of
any person to attend or vote at the Meeting or any adjournment thereof. 88
BREEDON AGGREGATES ANNUAL REPORT & ACCOUNTS 2013
ADVISORS & COMPANY INFORMATION
COMPANY SECRETARY
JTC (Jersey) Limited 
Elizabeth House
9 Castle Street
St Helier
Jersey
JE2 3RT
INDEPENDENT AUDITOR
KPMG Channel Islands Limited 
PO Box 453
St Helier
Jersey
JE4 8WQ
REGISTERED OFFICE
Elizabeth House
9 Castle Street
St Helier
Jersey
JE2 3RT
NOMINATED ADVISER
Cenkos Securities plc
6.7.8 Tokenhouse Yard
London 
EC2R 7AS
REGISTERED IN JERSEY
Company number 98465
LEGAL ADVISER
Carey Olsen
47 Esplanade
St Helier
Jersey 
JE1 0BD
SHAREHOLDER INFORMATION
REGISTRAR AND TRANSFER OFFICE
The Company’s Registrar is Capita Registrars
(Jersey) Limited. The address of the Company’s
Registrar, to which all enquires concerning
shareholdings should be addressed, is Capita Asset
Services, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU. Shareholder enquiries
can also be made to 0871 664 0300. Calls cost 10p
per minute plus network extras. Lines are open
8.30am to 5.30pm, Mondays to Fridays. 
Enquiries from outside the UK should be made 
to +44 208 639 3399. 
Email: ssd@capitaregistrars.com 
Website: www.capitaassetservices.com
CONTACT
If you require information regarding Breedon
Aggregates, please contact:
BREEDON AGGREGATES
Breedon Quarry
Breedon-on-the-Hill
Derby DE73 8AP
Tel: 01332 694010
Fax: 01332 694445
E-mail: info@breedonaggregates.com
Website: www.breedonaggregates.com 89 Quality and Service. Delivered.
Breedon Aggregates Limited
Elizabeth House, 9 Castle Street, St Helier, Jersey JE2 3RT
Email: info@breedonaggregates.com   Website: www.breedonaggregates.com
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