WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015
RESILIENT & 
BUSINESS-READY 
 DATA
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 IN THIS 
REPORT
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Overview
02 Financial and operational highlights
04 WANdisco at a glance
Strategic report
06 Chairman’s statement
07 Chief Executive’s report
10 Our business model
11 Our partners
12 Our markets
14 Our strategy
15 Key performance indicators
16 Risks
18 Financial review
20 Our people
Governance
22 Board of Directors
24  Chairman’s introduction to governance
25 Corporate governance report
28 Audit Committee report
29 Nomination Committee report
30  R em u n er a t i o n C o m mi t t ee 
and remuneration report
32 Directors’ report
34 Statement of Directors’ responsibilities
Financial statements
35 Independent auditor’s report
36  Consolidated statement of profit and loss 
and other comprehensive income
37 Consolidated balance sheet
38 Consolidated statement of changes in equity
39 Consolidated statement of cash flows
40 Notes to the consolidated financial statements
61 Five year record
62 Notice of Annual General Meeting
65 Secretary, advisers and share capital information
CONTENTS WANdisco is the leading 
provider of data replication 
technology helping globally 
distributed organisations 
to meet the challenges 
of storage, scalability, 
performance and availability 
of both data and applications. 
Our products make 
data available consistently 
and reliably, synchronised 
both within and between 
data centres. 
The WANdisco Fusion
®
 platform delivers continuous availability 
and performance with data consistency across data clusters 
any distance apart.
We are at heart a replication company with our own patented 
technology to replicate both data and software code.
Customers use our software to ensure that the data they 
use in their mission-critical operations is synchronised 
and complete at all times.
 
RESILIENT & 
BUSINESS-READY 
 DATA FINANCIAL  
PROGRESS
Financial highlights
$2.6m
+3%
Net cash ($m)
0.1
2.5
2.6
11
$(16.0)m
-11%
Adjusted EBITDA
2
 ($m)
0.1
15
14
12
13
11
(3.0)
(7.8)
(17.9)
(16.0)
$11.0m
-2%
11 3.9
Revenue ($m)
12 6.0
13 8.0
14 11.2
15 11.0
4.5
$34.6m
-4%
11
Cash overheads
1
 ($m)
12 11.4
13 21.7
14 36.0
15 34.6
Big Data
• New WANdisco Fusion (“Fusion”) 
product launched
• Customer base expanded from 10 to 26
• Customer wins with integrations to both 
Hadoop distributors and non-Hadoop storage 
platforms including HPE and Oracle
• First six Big Data customers have gone live
• Five scale-up contract expansions
Application Lifecycle Management (“ALM”)
• Refocus on Subversion open source 
version control
• Refocused sales and marketing focus 
brought improved sales towards the 
end of the year
• Profitability (excluding central 
overheads) achieved 
Operational and strategic highlights
1  Operating costs, excluding cost of sales, plus capitalised 
product development costs. Annualised cash overheads 
reduced to approximately $25m by March 2016 
(31 December 2014: approximately $40m).
2  EBITDA loss excluding equity-settled share-based payment, 
capitalised product development costs, acquisition-related 
items and exceptional items.
12 14.5
13 25.7
14
15
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 02
FINANCIAL AND OPERATIONAL HIGHLIGHTS Leading US health 
and life insurer
For disaster recovery, recovered data 
has to be synchronised with live 
“production” data across its cluster 
of servers. 
In addition there is an ingest (capture) and 
analysis use case – data is continuously 
captured and continually accessed, with 
WANdisco’s Fusion ensuring that neither 
activity impinges on the other. 
Fusion has achieved results not 
possible with open source Hadoop. 
The company sets great store by 
Fusion achieving this without adding 
significant workload to computing 
operations… and concluding the 
implementation in under a month.
FIND OUT MORE ABOUT OUR STRATEGY 
ON PAGE 14
Fusion sits in front of our cluster, and replicates without having to do reads from inside the 
cluster. WANdisco’s Fusion adds almost zero overhead to our production cluster, whereas if 
you use “DistCp” as part of open source Hadoop, you are going to put extra file system load 
on your cluster and that is going to impact you.
We ingest all of our raw data, then we transform it and, from there, we use Fusion to replicate 
it into our analytics cluster. As quick as we’re ingesting it, it becomes available for analytics.
We do extensive analytics algorithms that are very invasive to our operational cluster. 
Without Fusion that would have been a very difficult problem to solve. We would have had 
to scale our operational cluster to an extreme amount to be able to run queries at the same 
time as ingests and transformations. It would have scaled to a point that was untenable.
We were able to implement Fusion from start to finish without a proof of concept, 
and without a whole lot of upfront planning, in less than four weeks.  
Manager, Database Platform and Engineering
<4
weeks’ implementation time
100%
uninterrupted data capture
ANALYTICS AT SCALE
OVERVIEW
03 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 WANDISCO AT A GLANCE
DATA SYNCHRONISED 
ACROSS THE WORLD
36
new customers
Our products are differentiated by patented, active-active data replication technology, meeting 
crucial continuous availability requirements for both Big Data and ALM. We eliminate the costs 
of data loss, downtime and recovery.
Big Data
WANdisco’s patented active-active replication 
technology enables 100% uptime for global 
multi-data centre deployments of Hadoop 
and other data platforms. Access and 
analyse data anywhere, with the same 
data available at every location.
ALM
The only products that allow widely 
distributed software development teams 
using Subversion and Git open source 
code development tools to collaborate 
as if they were all in the same location 
without downtime or data loss.
WANdisco Fusion platform Subversion and Git
FUSION HYBRID 
CLOUD
Extend your 
data centre
FUSION ACTIVE 
BACKUP
No data loss
FUSION ACTIVE DR
100% availability
FUSION ACTIVE 
MIGRATION
No disruption
FUSION SDK
Replicate anything
FUSION ACTIVE 
HBASE DR
Always-on HBASE
GIT MULTISITE
Replicated 
Git services
ACCESS 
CONTROL PLUS
Global access 
control and audit 
across SVN and Git
GERRIT MULTISITE 
Replicated 
Gerrit services
Data  
replication
at the heart of our  
business
SVN MULTISITE PLUS
Replicated Subversion 
services
Why do companies 
choose WANdisco?
Our patented active-active 
replication technology provides 
a range of performance and 
consistency benefits.
1. Continuous availability
Removes the bottleneck of a single active 
store of essential data across data centres, 
and enables local speed read/write at any 
global location without downtime or data 
loss – even during upgrades and maintenance.
2. 100% utilisation
Eliminates read-only backup servers 
by making all servers fully readable 
and writeable, to take full advantage 
of the hardware at each location.
Non-stop replication 24/7/365
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 04 4
patents awarded, 3 pending
1,000
support queries solved 
per year
87%
ALM subscription 
renewal rate
137
expanded or 
renewed contracts
3. Cluster zoning
Delegates the most resource-intensive 
data load and applications to high-spec 
servers while running less critical batch 
applications on commodity servers. 
Eliminates the need for costly hardware.
4. Multi-data centre ingest
Ingests data at any number of locations 
simultaneously, automatically replicates 
where chosen and enables analysis from 
anywhere with no single point of failure. 
5. Selective replication
Replicates only the specific data 
required or permitted by regulations. 
Across several locations, we have architects, engineers and technologists who are among 
the best in the industry.
Key Big Data customers Key ALM customers
Supporting our key customers on a global scale
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 05
OVERVIEW CHAIRMAN’S STATEMENT
WANdisco made further progress against its strategic aims, 
scaled up its partner activities and controlled costs well.
 
WANdisco has a high 
potential operating 
platform for 2016. 
Paul Walker, Chairman
WANdisco’s replication products have 
become well known in the marketplace for 
providing unrivalled availability and resilience 
for both mission-critical operating data and 
software application code.
Our underlying replication technology 
remains leading edge and its reputation 
has been enhanced over the year by the 
award of further patents in addition to those 
secured in previous years. The products we 
have built on this replication technology are 
unique in the way they enable synchronisation 
and availability across globally distributed 
organisations. In the Big Data market, we 
have demonstrated this in numerous customer 
trials and also with our current six live customers. 
During the year, we progressed from a handful 
of pilot customers to 26 licensed customers.
The Big Data market opportunity remains 
significant. During the year there has been 
an increasing involvement of the data and 
storage platform vendors, whose offerings 
originated outside Hadoop but are now 
integrated with Hadoop to form universal 
data platforms. Our product and partnerships 
have evolved to address this mixed-storage 
world including emerging cloud data platforms.
Our go-to-market activities have been 
stepped up in the year. With global data 
platform partners such as Oracle, IBM and 
Amazon, we have progressed with sales 
campaigns, technical integration and 
sales fulfilment processes. In addition, our 
direct salespeople continue to generate 
opportunities with global corporations. 
Whilst the timing of contract wins has been 
variable, we have continued to attract major 
global corporations. Our customers yield 
multi-year revenue streams through long-term 
subscriptions, and also scale up their solutions 
by adding more users, replicating more data 
over time and adding more data. In 2015, this 
started to happen for the first time in Big Data, 
to add to the revenue from the more 
established ALM product.
FIND OUT MORE ABOUT OUR BUSINESS 
MODEL ON PAGE 10
During the year we completed some significant 
investments in product development, using 
funds secured through a successful equity 
fundraise at the start of the year. Now that both 
our Big Data and ALM products have matured, 
we have started to reduce costs significantly, 
and in so doing have shown operational agility 
and discipline. Our EBITDA loss for the year 
narrowed compared with 2014. 
We have maintained and developed the 
skilled teams developing our products 
and sales channels. With our exciting 
partnerships, expanding customer base, 
and lowered cost base, WANdisco has a 
high potential operating platform for 2016.
People
The evolution of our strategy and the 
sharpening of our focus on the most attractive 
segment of our markets has been made 
possible by the unique skills and application 
of our experts in sales, business development, 
product development, customer support, 
administration and finance. The thanks of the 
Board go to all our people for their dedication 
to WANdisco.
Paul Walker
Chairman
24 March 2016
A KEY ROLE IN OUR 
MARKETPLACE
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 06 CHIEF EXECUTIVE’S REPORT
During 2015 we directed our efforts towards 
three key priorities. First, we removed costs, 
enabled both by the simplicity and openness 
of the Fusion product and by generalised cost 
disciplines across all operating functions. Second, 
we placed renewed emphasis on our ALM 
business, providing it with sales and marketing 
focus in market segments where we believe 
the most growth can be captured. This focus 
translated into an improved financial performance 
from ALM in the second half of the year. Third 
– addressing the opportunity where we continue 
to see the greatest potential for growth – we 
evolved our core Big Data offering, achieving 
important breakthroughs in our strategy of 
becoming the leading all-purpose data 
replication engine.
We brought our Big Data and ALM software 
products together on a single Fusion 
replication platform and extended the platform 
to encompass multiple types of data storage 
beyond its Hadoop origins. We refocused our 
ALM business on our leading position in 
distributed version control on the open source 
Subversion system, achieving improved sales 
results towards the end of the year. In the Big 
Data business, we added more customers, 
took the first six of them into live production 
and saw the first customers expand their 
contracts with us. We deepened our 
relationships with key data and storage 
platform partners.
Big Data
The Big Data marketplace evolved significantly 
during the year, broadening out beyond 
Hadoop platforms. Data continues to grow 
much faster than the budgets that enterprises 
can devote to storing it. Storage vendors 
have brought to market new data platforms, 
responding to their customers’ requirements 
to store and process data on combinations of 
Hadoop, more traditional but Hadoop-compatible 
platforms, and cloud data platforms whereby 
the customer does not have to own infrastructure. 
These new and hybrid environments have 
brought with them requirements to migrate 
data onto the new platforms without 
interruption to data processing, to back up 
data, and to synchronise active data between 
different locations and operations where 
it is being used. 
To address this emerging market for 
mixed storage, we evolved our product from 
Non-Stop Hadoop, which replicated data 
within single Hadoop distributions, to Fusion, 
which replicates data across multiple storage 
platforms. Fusion performs this mixed replication 
without the need for invasive access to the 
host platforms, making it easy for customers 
to install. We have integrated Fusion with the 
on-premise and cloud storage and analytics 
platforms of partners such as IBM, Microsoft, 
Amazon, Google and Oracle. 
Fusion ensures continuous data availability with 
guaranteed data consistency between data 
centres, high levels of processing performance 
to meet demanding service level requirements 
and, above all, cost savings from high utilisation 
of computing resource. Amongst our Fusion 
customers, the majority are taking Big Data 
into live operations rather than running trial 
projects or non-critical operations. New 
enterprise features in Fusion include two 
features that were granted new US patents, 
relating to addition and removal of servers, 
without downtime, from replicated data 
networks. This enables hardware and software 
upgrades, addition of new locations, data 
migrations and rollouts of new applications 
– all without interruption of service. 
SIGNIFICANT 
BREAKTHROUGHS
2015 was a breakthrough year in our progress towards 
becoming the leading all-purpose data replication engine.
 
Our presence in 
the Big Data market 
has taken a big step 
forward. 
David Richards, Chief Executive
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 07
STRATEGIC REPORT Big Data continued
During the year, we added 16 new customers 
to reach 26 licensed customers. All are large 
organisations in our key industry segments 
of financial services, government agencies, 
consumer products and telecommunications. 
Their business requirements combine regulatory 
compliance, customer analysis and storage 
cost efficiencies. 
All of our Big Data customers have intentions 
to scale up significantly their WANdisco 
solutions once their implementations are in 
live production, as they take more data into 
their mission-critical applications. The first 
six of our Big Data customers are now in live 
production. During the year we secured five 
contract expansions with existing customers, 
some of them even before the customer 
went into live usage of our product. 
ALM
We continue to see strong potential in the 
source code management segment of the ALM 
market that we focus on, as customers continue 
to move off old proprietary platforms and on to 
modern, agile open source platforms. Software 
development continues to become more 
geographically and organisationally distributed, 
bringing greater challenges in control and 
efficiency, both amongst software publishers 
and in industry more generally.
Our assessment of the ALM market confirms 
that we have the right products for the market 
at this stage in its evolution. Our product 
for Subversion fits with customers’ needs 
in replicated open source version control. 
There is untapped potential in traditional 
industries developing internal software, in 
addition to newer software vendors developing 
gaming, media and mobile applications 
for consumers.
We have high credibility in Subversion, a 
good track record and over 200 Subversion 
customers, from which we consistently get 
high satisfaction ratings given the quality 
of our support.
Our core ALM product Subversion Multisite 
Plus has been upgraded to incorporate 
improvements in performance, resource 
utilisation and administration.
We have refocused on ALM to restore an 
appropriate level of emphasis on this business. 
Sales and marketing activities have been 
reoriented to our Subversion product. We 
have directed sales prospecting efforts towards 
traditional industry segments where open 
source adoption is strong, and have renewed 
our focus on up-selling and renewals for our 
installed base of over 200 customers. Sales 
were impacted while we completed the 
changes, but results improved in the second 
half of the year and new sales bookings in 
the final quarter were the highest of the year.
Outlook
Our presence in the Big Data market 
has taken a big step forward, with our live 
customers demonstrating that our Fusion 
product for Big Data, in on-premise, cloud 
or hybrid environments, is highly relevant 
in its marketplace. 
Fusion is increasingly viewed as a crucial 
technology enabling customers to migrate 
onto our partners’ emerging cloud data 
platforms. With partners such as IBM, Amazon 
and Microsoft, we are working increasingly 
closely on data migration offerings and 
go-to-market activities.
Our product for Subversion 
fits with customers’ needs in 
replicated version control. 
Adding new customers
Cumulative contract wins
Developing our Big Data customer base
Installed base sales
All customers have scale-up intentions
H1 H2 H1 H2
2014 2015
H1 H2 H1 H2
2014 2015
4
10
20
26 6
2
1
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 08
CHIEF EXECUTIVE’S REPORT CONTINUED  B U ILD IN G 
TRUST
Our Fusion product is proven in the marketplace.
Six global corporations have progressed in their 
implementations and are now in live usage – 
which ranges from first trial workloads to live 
customer-facing operations.
All are large-scale operations with exacting 
service standards promised to their stakeholders.
These and others will now be able to scale up 
and renew their contracts, which will progressively 
enhance the predictability of our revenue stream.
 6
live Big Data customers 
In our ALM business, we are pleased with our 
improved sales bookings towards the end of 
the year, responding to our increased focus 
on this market. Our offering remains well 
suited to today’s increasingly distributed 
software development operations, and our 
live customer base of over 200 corporations 
offers ample sales opportunities. 
We reduced costs progressively through the 
year. Whilst the timing of contract wins remains 
variable, we are confident that WANdisco enters 
2016 on a strengthened operational footing 
and is moving significantly closer to cash flow 
break-even. With a compelling product for Big 
Data in the cloud, increasing engagement of 
partners and a well established ALM product, 
we expect to build momentum through the 
rest of this year.
David Richards
Chief Executive
24 March 2016
Industry spread with hotspots in regulated industries
Six Big Data customers now live
Financial services
Utilities and telecoms
Consumer goods
Information technology
Healthcare and public 7%
10%
10%
31%
42%
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 09
STRATEGIC REPORT Maintain and develop our Fusion 
platform of replication products, 
drawing on the underlying patented 
DConE replication technology.
BUILD, GO TO MARKET, 
LAND AND EXPAND
BUILD: all-purpose data replication engine
GO TO MARKET
Global corporations
Addressing large corporations 
with data and software 
development operations 
of massive scale.
Data platform partners
Integrating with Big Data 
partners, both the new Hadoop 
distributors and the established 
global IT giants.
Online marketplaces
Our channels also now include 
the online marketplaces where 
cloud storage and computing 
are sold self-service.
CLOUD
FUSION
Customer lifecycle
 
With new customers we capture 
initial levels of replication activity. 
 
We scale up contracts as customers 
process more data over time. 
 
We renew licences at the end of 
the subscription term, enhancing the 
predictability of our revenue stream.
REVENUE: LAND AND EXPAND
Market adoption
 
 
Market penetration
We are able to increase 
revenues progressively 
through market penetration, 
maximising the initial size 
of the data platform and 
scaling up the data 
platform over time.
Maximising the 
data platform
With replication solved, 
customers will put more 
data on the platform, 
particularly with Fusion as 
part of a production-ready 
platform provided by one 
of our partners.
Scale-up of contracts
With Fusion in live 
production, customers 
tend to move quickly to 
bring more data under 
replication, in some cases 
doubling the value of their 
contracts within one year. 
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 10
OUR BUSINESS MODEL OUR CLOUD PARTNERS 
ARE INVESTING HEAVILY
Partnerships between platforms provided by IBM, Oracle, Amazon, 
Google and others, and mission-critical infrastructure components 
such as Fusion will be critical in removing the friction experienced by 
customers in moving their data operations from “lab” environments 
to mission-critical “production” environments governed by service 
level agreements around data availability. We believe that the market 
is ready to make that transition, and that Big Data cannot be made 
enterprise ready by customers doing “self-assembly” using only 
Hadoop distributions with no surrounding data management.
Not only is the market mixed storage, it is also becoming mixed 
deployment. Self-assembly by the customer offers massive cost 
savings on servers and hardware, but the assembly process risks 
adding unnecessary costs and take time. 
So a pre-configured appliance or reference architecture is 
increasingly preferred. However, the fastest-growing method is 
the third alternative of the cloud, where no hardware is required 
by the customer. Its share of Big Data workloads is projected 
to grow rapidly.
Fusion works with all three methods. The cloud is potentially very 
attractive because organisations are using it to process massive 
amounts of data at low cost, taking advantage of the ease of setting 
up and closing down cloud storage clusters so that they are only 
paying for storage and compute exactly when they need to. 
WANdisco works with partners in all three types of deployment, 
helping them migrate customers’ data onto the new platforms, 
replicate to backup storage, and use data synchronously between 
locations and servers without any interruption to continuous data 
access or continuous data capture.
Cloud infrastructure points of presence
Cloud partner 
data centres
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 11
STRATEGIC REPORT
OUR PARTNERS WELL POSITIONED 
IN OUR MARKETPLACE
Big Data
The Big Data marketplace evolved 
significantly during the year. Storage 
vendors have brought to market new data 
platforms, responding to their customers’ 
requirements to store and process data on 
combinations of Hadoop, more traditional 
but Hadoop-compatible platforms, and 
cloud data platforms whereby the customer 
does not have to own infrastructure. These 
new and hybrid environments have brought 
with them requirements to migrate data 
onto the new platforms without interruption 
to data processing, to back up data, and 
to synchronise active data between 
different locations and operations where 
it is being used. 
Data is growing much faster than the budgets 
that enterprises can devote to storing it.
Efficient and cheaper Hadoop and other 
data and application platforms are handling 
burgeoning new data processing workloads.
Replication is relevant for corporations using 
Hadoop and related technologies to scale out 
their data platforms for mission-critical use 
cases. WANdisco offers a patented method 
of solving availability and speed challenges 
over a WAN, by replicating data so that idle 
investments in backup data centres are no 
longer needed. We enable data infrastructures 
to scale out at little or no extra storage cost.
We become essential when the use case 
moves from experimental data operations 
in a “lab” to live “production operations” – 
that is, when there is a data availability 
service-level agreement (“SLA”) to be met. 
The market is moving through the “lab” phase 
and into the “production” phase – in our 
experience it takes individual customers one 
to two years. In the production phase, the 
global data and storage platform giants are 
beginning to orchestrate the market with their 
new Hadoop-compatible offerings. It has 
become a mixed-storage market. It is these 
partners that our go-to-market strategy is 
now oriented around. This has evolved from 
our earlier focus purely on Hadoop distributors.
The market is moving through the “lab” phase and into the “production” phase.
60%
growth in stored data
8,000+
subscribers to Hadoop  
data platforms
34%
of Big Data workloads fulfilled  
in the cloud by 2019
Sources: Gartner, IDC,  
Enterprise Strategy Group.
Workloads moving to the cloud
Share of Hadoop deployments, 2015
Hybrid 
Cloud
35%
Cloud
27%
On-
Premise
38%
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 12
OUR MARKETS Every other solution moves  
data in batches risking data  
loss, downtime and  
business disruption.
19m
software developers
57%
of software developers are in 
businesses that do not sell software
60%
of developers use open source 
version control
Collaboration software enables 
more efficient “agile” methods 
of team software development.
ALM
WANdisco serves the “Source Code 
Management” segment of Application 
Lifecycle Management.
Software development is everywhere – even 
more outside software vendors than inside 
them. Modern working methods like “agile” 
are bringing efficiency, but these more fluid 
methods need management software in order 
to realise those efficiencies in a controlled 
manner, especially since there are not 
enough developers to go around.
In the version control market, customers are 
steadily moving off old proprietary platforms 
and on to modern, agile, open source 
platforms such as Subversion. 
The market surrounding the Subversion open 
source version control system is the right one 
to focus on at this stage. It provides centralised 
control to offset the local freedom offered 
by other more distributed systems like Git.
We have increased our focus on Subversion, 
selling a commercial replication and enterprise 
management layer on top of free Subversion 
open source version control software, whilst 
also providing tools for Git.
WANdisco solves the problem of...
Legacy 
proprietary
40%
Distributed 
open source
30%
Centralised 
open source
30%

Share of developers, 2015
Sources: Gartner, Evans Data Corporation, 
US Bureau of Labor Statistics.
1–2% 
a year
WANdisco’s active transactional data replication for the cloud
WANdisco’s active transactional  
data replication moves data  
as it changes.
OUT OF DATE 
CURRENT AND 
CONSISTENT
Data moved in “blocks” at specific times Continuous flow of data
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 13
STRATEGIC REPORT
13
MORE DATA = 
MORE COSTS INCREASING CUSTOMER 
AND PARTNER ADOPTION
 
Our product and partnerships have 
evolved to address the mixed-storage 
world including emerging cloud data 
platforms and we have continued 
to attract and retain major 
global corporations. 
BUILD GO TO MARKET REVENUE
Our progress in 2015
• Evolved Non-Stop Hadoop into Fusion 
to address the mixed-storage data 
platform market
• Built new features into Fusion, 
responding to customers’ demand for 
migration, backup and active real-time 
ingest and analytics
• Two new patents for our DConE 
replication engine
• Started to bring together all our ALM 
and Big Data products on the single 
Fusion platform 
• Simplicity and openness of Fusion 
facilitated cost efficiencies
Our priorities for 2016
• Complete single Fusion platform 
• Build out further storage and file 
system choices
• Build out mixed deployment and 
purchasing options including cloud
Our progress in 2015
• Attracted a further 16 global 
corporations to our Fusion platform 
• Refocused on Subversion open source 
version control within the ALM market 
• Established and deepened our 
partnerships with IBM, Oracle, Amazon 
and Microsoft
Our priorities for 2016
• Further deepen our partnerships 
• Attract further global corporations
• Become a referenceable part of standard 
data platform architecture
Our progress in 2015
• Expanded Big Data customer base
• First contract scale-ups 
by Big Data customers
• ALM new sales bookings back 
to growth by the end of the year
Our priorities for 2016
• Further grow the Big Data customer base
• Further and significant Big Data 
contract scale-ups
• Continued recovery of ALM sales to new 
and renewing customers
We aim to be the leading provider of enterprise-scale data replication.
Build our products Attract new customers, 
evolve our partnerships
Realise customer potential 
to scale up solutions
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 14
OUR STRATEGY Key Performance Indicators (“KPIs”)
Our KPIs reflect the business’ financial performance in 2015. 
Commentary on the actual performance of the Group against each of these KPIs is set out in the Chairman’s statement, 
the Chief Executive’s report and the Financial review.
Indicator and description Performance in 2015
New sales bookings declined compared to prior year. This was primarily due 
to the ALM bookings reducing to $6.5m (2014: $14.6m). ALM bookings 
in the prior year included a number of multi-year arrangements which 
were not due for renewal in 2015 and which were not offset by bookings 
from new customers. Steps were taken early in the year to sharpen our 
focus on the ALM market and increase the productivity of our sales 
operations. New sales bookings improved towards the end of the year.
We reduced operating costs progressively throughout the year, 
with cash overheads, as expected, lower in the second half than in 
the first half. These reductions have resulted both from the simplicity 
and openness of the Fusion product’s architecture and from generalised 
cost disciplines across all operating functions.
During the year we launched our new Fusion product. Our customer 
base expanded from 10 to 26. In addition, our first six Big Data customers 
have gone live and five customers have expanded their contracts 
during the year.
Revenue for the year ended 31 December 2015 was $11.0m 
(2014: $11.2m). Despite new sales bookings continuing to show 
variability, revenue benefited from deferred revenue released from 
prior period bookings, many of them multi-year contracts.
Links to strategy:
Links to strategy:
Links to strategy:
Links to strategy:
$9.0m
-48%
13 14.8
14 17.4
15  9.0
New sales bookings ($m)
$11.0m
-2%
13 8.0
14 11.2
15  11.0
Revenue ($m)
16
+78%
14 9
15  16
Big Data customer wins
$34.6m
-4%
13 21.7
14 36.0
15  34.6
Cash overheads ($m)
 1
13
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 15
STRATEGIC REPORT
KEY PERFORMANCE INDICATORS
MEASURING 
SUCCESS KEY RISKS AND 
RISK MANAGEMENT
The Group’s operations expose it to a variety of risks.
RISK DESCRIPTION RISK MITIGATION RISK CHANGE
People
Our future success depends on retention of senior 
management and key technical personnel. Whilst much 
of our proprietary knowledge is documented, our technical 
experts contribute valuable skills and knowledge and, 
despite contractual confidentiality agreements, there can 
be no guarantee that those individuals will not in future 
join competitors or establish themselves in competition.
During the year the headcount reduced from 182 to 143 heads. 
These reductions resulted mainly from the simplification of our 
product portfolio and channel strategy. It is essential that we 
retain and motivate our remaining workforce and attract the 
right talent in the case of any replacement hires in the future.
Our People Services function oversees employee 
communications to ensure, given our rapidly developing 
markets, employees’ understanding of our strategic direction 
enables them to make meaningful contributions to the 
achievement of our goals.
Stock-based compensation has proved to be an important 
component of retaining, motivating and attracting key 
talent and so we will continue to deploy stock selectively.
Increase
Financing risk
Our product, Fusion, addresses a still emerging market 
in which contract wins continue to exhibit variability and 
therefore we have limited forward visibility. We are a loss 
making business with a consequent dependency on a 
variety of existing and potential sources of finance.
Following the release of Fusion our sales pipeline is promising. 
Operating costs were progressively reduced throughout 
the year, resulting in an annualised cash overheads base of 
approximately $25m. We have prepared a detailed budget and 
forecasts of the Group’s expected performance over a period 
covering at least the next twelve months from the date of 
these financial statements. As well as modelling the realisation 
of the sales pipeline, these forecasts also cover a number of 
scenarios. We maintain close relationships with our principal 
and potential providers of finance and continue to review 
the need for additional or alternative funding. See also Note 2.
New
Competition
There can be no guarantee that competitors will not develop 
superior products. Competitors may have or develop greater 
financial, marketing or technical resources, enabling them 
successfully to develop and market competing products.
As the open source software on which we depend is 
licensed for free, our ability to sell value-added products 
may be limited by potential customers opting to rely purely 
on the underlying open source software, together with any 
free extensions that might be developed to address the 
same challenges as our software.
We protect our intellectual property by securing 
patents whenever possible. Four key patents for our 
underlying replication technology have already been 
allowed or issued, and a further three patent applications 
are in process. We continue to dedicate significant 
resource to the constant enhancement of our core 
intellectual property.
Senior management devotes significant time and resource 
to monitoring product releases by potential competitors in 
the data replication software market both for replication 
of ALM and Big Data.
No change
Effective risk management aids decision 
making, underpins the delivery of the Group’s 
strategy and objectives and helps to ensure 
that the risks the Group takes are adequately 
assessed and actively managed. 
The Group regularly monitors its key risks and 
reviews its management processes and systems 
to ensure that they are effective and consistent 
with good practice. The Board is ultimately 
responsible for the Group’s risk management.
The risk management process involves the 
identification and prioritisation of key risks, 
together with appropriate controls and plans for 
mitigation, which are then reported to the Board. 
As with all businesses, the Group is affected 
by a number of risks and uncertainties, some 
of which are beyond our control.
The table below shows the principal risks and 
uncertainties which could have a material 
adverse impact on the Group. This is not an 
exhaustive list and there may be risks and 
uncertainties of which the Board is not aware, 
or which are believed to be immaterial, which 
could have an adverse effect on the Group.
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 16
RISKS The Group regularly monitors its key risks and 
reviews its management processes and systems 
to ensure that they are effective and consistent 
with good practice. 
RISK DESCRIPTION RISK MITIGATION RISK CHANGE
Channel partner engagement
Our replication products serve both the ALM and Big Data 
markets. In the Big Data market we are in partnership with an 
array of vendors that distribute Hadoop, support Hadoop 
and provide data storage that is compatible and integrates 
with Hadoop.
Some of these partnerships are relatively new business 
relationships. There is a risk that we mismanage these 
relationships or that partners decide not to devote 
significant sales or product integration resource to 
our products.
We have devoted experienced leadership resource, 
recruited from within the business, focused on proactively 
developing our new partner relationships and creating new 
commercial propositions that derive long-term value from 
these relationships.
Increase
Resource allocation and operational execution
We address a significant and rapidly growing market, but 
as a small company, we have limited people and capital 
resources. Over time it will be essential to keep adding 
to and refreshing this resource, but at all times it will remain 
essential that we ensure that resource is effectively directed 
to addressing and delivering on our strategic goals.
We have a business planning process which aims to ensure 
the investments we make and the allocation of existing 
resource are aligned with our strategic goals, which in 
turn are responsive to the evolution of our marketplace.
We have significantly improved internal financial reporting 
and cost control processes. These financial reports are 
regularly monitored by senior management and the Board.
No change
Products
The software on which our products are based is complex 
and the products may contain undetected defects which 
may be discovered after first introduction. Such defects 
could damage the Group’s reputation, and reduce revenue 
from subscription renewals and extensions. Many of our 
products are designed for use with open source software, 
whose development, by the open source community, 
we do not solely control. Changes to its structure 
and development path may impair the effectiveness 
of our products.
Regulation of data transfer is rapidly evolving and additional 
compliance on user privacy, content liability, data encryption 
and copyright protection may reduce the value added by 
our products.
We have invested in quality control processes and training 
within our engineering team. We have a dedicated team 
committing code to relevant open source tools, to ensure 
our products interact well with open source components, 
and to monitor evolving open source projects to which 
we could potentially add commercial value.
Our product roadmap is based on requirements expressed 
by customers with whom we are pursuing sales opportunities. 
Features such as “selective replication” deal with regulatory 
constraints on data transfer. Our product managers are 
mandated to propose roadmap alterations if regulations 
render our intended features either more or less relevant.
No change
Sales cycles, capability and customers’ 
budget constraints
Any economic downturn may have an adverse effect 
on the funds available for customers to invest in our 
products. Increasing budget scrutiny may periodically 
extend sales cycles, from customers’ evaluations through 
to commencement of subscription contracts.
Variability of sales cycles across different sizes and types 
and customer may bring volatility to our quarterly results.
Any new sales executives joining the business, in a rapidly 
changing marketplace, may take longer than expected to 
reach full productivity in concluding sales transactions.
Our products enable significant savings on data storage 
and processing and therefore, demand should be relatively 
insensitive to economic conditions.
Our strategy is oriented to generating a broad-based set 
of sales opportunities, across regions, industries, sizes of 
customer and technology use cases. We have invested in 
senior management and systems to manage the completion 
of sales engagement in an efficient and commercially 
beneficial manner.
No change
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 17
STRATEGIC REPORT RESILIENT REVENUE, EFFECTIVE 
COST CONTROL, REDUCED LOSSES
Revenue for the year ended 31 December 2015 was $11.0m 
(2014: $11.2m). Despite the decline in new sales bookings 
($9.0m in 2015 compared with $17.4m in 2014), revenue 
benefited from deferred revenue released from prior year 
bookings, many of them multi-year contracts. 
Deferred revenue (including unbilled 
receivables) from sales booked during 2015 
and in previous years, and not yet recognised 
as revenue, was $16.2m at 31 December 2015 
(31 December 2014: $19.3m). Unbilled 
receivables were $6.5m (2014: $8.0m), see 
Note 16. Our deferred revenues represent 
future revenue from new and renewed contracts, 
many of them spanning multiple years.
Strong cost control, with cash overheads 
materially below the prior year, resulted 
in the adjusted EBITDA loss narrowing 
to $16.0m (2014: $17.9m).
Big Data
Revenues were $1.8m (2014: $0.8m), 
showing growth on the prior year and, for 
the first time, a consistent revenue stream 
from our new and continuing contract wins.
Contract pricing was strong, particularly in 
those cases where we combined with global 
established storage vendors such as Oracle, 
demonstrating added value as part of 
pre-engineered stack.
Contract wins continue to exhibit variability 
in the timing of their completion. An increasing 
number of contract wins are resulting from 
scale-ups with existing customers, showing 
the benefit of the growth in our customer 
base. New sales bookings from initial and 
expanded contracts were $2.5m (2014: $2.8m). 
Our implementations have accelerated, with 
six of our Big Data customers now live and 
others in advanced deployment. We expect 
these implementations to lead in due course 
to additional scale-up contracts. 
ALM 
ALM revenue was $9.2m (2014: $10.4m), 
benefiting from the rollout of deferred 
revenue from prior year sales bookings.
Steps were taken early in the year to sharpen 
our focus on the ALM market and increase 
the productivity of our sales operations. 
New sales bookings improved between the 
first and second half of the year, and totalled 
$6.5m for the year (2014: $14.6m). 
New customers during the year include 
corporations developing applications for 
gaming, hospital systems and securities 
trading. Add-ons for existing customers 
benefited from greater sales focus, and have 
included a large user expansion at a global 
telephony software developer. Renewals 
have continued to contribute a substantial 
proportion of sales, including a significant 
renewal from a wireless network 
testing business. 
Based on its operating scale, product maturity 
and revenue base, we moved the business into 
profit (excluding central overheads) in 2015.
Operating costs 
We reduced operating costs progressively 
throughout the year, with cash overheads, 
as expected, lower in the second half than in 
the first half. These reductions have resulted 
both from the simplicity and openness of 
the Fusion product’s architecture and from 
generalised cost disciplines across all 
operating functions. 
Product development expenditure was 
$8.4m (2014: $9.0m). All of this expenditure 
was devoted to new product features and 
was capitalised. 
Total cash overheads (excluding cost of sales 
and including capitalised product development) 
of $34.6m were below the prior year (2014: 
$36.0m). Cost control continued to be strong, 
and as a result cash overheads were, as 
expected, lower in the second half than in 
We reduced 
operating costs 
progressively 
throughout 
the year. 
Paul Harrison, Chief Financial Officer
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 18
FINANCIAL REVIEW the first half. The ongoing benefits of this, 
coupled with additional cost actions taken 
early in 2016, will result in a significantly 
reduced cost base for 2016, with the current 
annualised run rate of cash overheads 
at approximately $25m. 
Our headcount was 143 as at 31 December 
2015 (31 December 2014: 182). Headcount 
reductions in the year resulted from efficiencies 
in IT administration, sales and marketing, 
and ALM product engineering and testing. 
After the end of the year, the headcount 
was further reduced to 130 by March 2016.
Profit and loss
The adjusted EBITDA loss for the year 
(excluding equity-settled share-based 
payment, capitalised product development, 
acquisition-related items and exceptional 
items) was $16.0m (2014: $17.9m loss). 
Balance sheet and cash flow
Trade and other receivables at 31 December 
2015 were $6.7m (31 December 2014: $6.4m). 
This includes $3.5m of trade receivables 
(31 December 2014: $4.4m) and $3.2m related 
to non-trade receivables (31 December 2014: 
$2.0m). In addition to this, receivables not billed by 
the year end were $6.5m (31 December 2014: 
$8.0m) largely from multi-year contracts.
Principally as a result of reductions in cash 
overheads, our net consumption of cash was 
significantly reduced during the course of 
the year, resulting in a net cash balance of 
$2.6m at the close of the year (31 December 
2014: $2.5m). This includes the benefit of $26.1m 
of new equity funds (net of fees) announced 
on 23 January 2015. In addition, we retain a 
$10m revolving credit facility with HSBC Bank plc. 
The first drawings on this facility were made 
during the first quarter of 2016. 
With strong cash collection, benefiting from 
subscription payments in advance of revenue 
recognition, and further cost reductions so 
far in 2016, we have moved significantly 
closer to cash flow break-even.
Paul Harrison
Chief Financial Officer
24 March 2016
Measuring progress
ALM subscription renewal rate
87%
With strong cash collection and 
further cost reductions so far in 
2016, we have moved significantly 
closer to cash flow break-even. 
87%
Deferred revenue release
2016 $7.9m (49%)
2017 $5.2m (32%)
2018 $2.4m (15%)
2019+ $0.7m (4%)
$16.2m
2014 2015
Cost base evolution
$40.2m
$40.2m 
annualised 
run rate in 2014
$25.3m 
annualised 
run rate in 2016
$25.3m
$36.0m
$34.6m
$25.3m
+$4.2m
-$3.9m
-$3.6m
-$1.8m
-$5.6m
2014 cash 
cost base
Annualised 
2014 
increase
2015 
reduction
2015 cash 
cost base
Annualised 
2015 
reduction
2016 
actions
2016 actions 
annualised
2016 cash 
cost base
Cost of sales excluded
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 19
STRATEGIC REPORT OUR MOST 
VALUABLE ASSETS
We pride ourselves on our people and their intellectual expertise. 
Across our global offices, we have a team of 143 people 
comprised of the best and brightest architects, engineers 
and technologists in the industry, including several PhDs 
and a management team of thought leaders. 
Employee recognition
We seek to identify those employees 
who are making contributions to the 
Group. Our Bravo award programme 
is designed to recognise and celebrate 
those exceptional achievements.
There are four nomination categories:
Customer First
Recognises outstanding individual 
contribution to improving overall internal 
and external customer satisfaction.
Making a Difference
Recognising someone who has performed 
an extraordinary act in order to contribute 
to our success or culture.
Scientific or Technical
Where someone has pushed the boundaries 
of what it is possible to do with our products 
and solutions or has significantly contributed 
to the innovation and quality of our products. 
Excellence
This award is reserved for an individual who 
is deemed to have contributed significantly 
outside the scope of his or her position.
Our programme is run twice a year and 
the winners are announced at the Company 
all-hands meetings. The winners receive 
either a cash award or an experience day 
of their choice.
Employee benefits 
We offer discounted gym membership, 
employee discounts on retail, entertainment 
and recreation activities as well as IT equipment 
and a range of other benefits. We also offer 
flexible working hours. 
In the UK this year we introduced private medical 
coverage in addition to life assurance at 4x an 
employee’s salary. Further benefits include 
a cycle to work programme and childcare 
vouchers for employees with childcare costs. 
We also offer unlimited paid vacation.
Pension
With effect from 1 October 2015, all eligible 
WANdisco employees within the UK were 
automatically enrolled into our pension 
scheme. The contribution rates offered are 
higher than the minimum requirements, and 
employees have the opportunity to increase 
their contributions from entry into the scheme. 
The Company will automatically increase 
minimum contribution rates each year to 
ensure all legislative requirements are met. 
A communications programme and 
pensions portal were also rolled out.
Social time 
We recognise that our employees value 
some time to socialise with other employees. 
We stop working for an hour each week to 
gather for a social hour where employees 
take some time away from their work to 
meet and greet other employees.
Ethical business practices 
Our policies detail the standards expected 
throughout the organisation, including 
free and fair competition, the prohibition 
of bribery, honest and fair dealing with 
suppliers, and ensuring that the welfare 
of workers and employment conditions 
within the organisation meet or exceed 
internationally recognised standards. We 
have a statement of ethics to ensure ethical 
business practice across the organisation.
Donations
We encourage our employees to get 
involved with local and national charities. 
These are some of the activities that we 
undertook during the year:
Neurocare bake-off in Sheffield
As part of our community involvement, our 
Sheffield team raised funds for Neurocare, 
an organisation which raises money to buy 
lifesaving equipment for use in the neuro wards 
of Sheffield’s NHS hospitals. The team was 
involved in a bake-off. 
Supporting Cancer Research at the 
Annual Sales Kickoff
Attendees at the 2015 Annual Sales Kickoff 
donated money to support Cancer Research. 
They raised over $350 and the Company 
matched that donation.
Toys for Tots toy drive
Employees donated to the Toys for Tots 
programme during the holiday season 
by donating toys for children of all ages. 
The toys were then delivered to the local 
fire department for onwards distribution.
Annual food drive
Each year employees have continued to 
provide food donations that are delivered 
to the local foodbanks in their area.
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 20
OUR PEOPLE Global financial 
and investment 
information provider
A leading 24/7 provider of financial data, 
breaking news and expert business analysis 
adopted Fusion to deliver continuous 
availability and performance for predictive 
customer analytics applications built on 
the Hadoop Big Data software platform 
provided by Hortonworks, Inc. These 
applications enable real-time decisions 
on which information services to offer 
subscribers, based on their profile 
and past buying behaviour.
Many financial services firms choose 
Hadoop for consolidating subscriber data 
and mapping it to portfolios of financial 
information offerings. Critical requirements 
include real-time simultaneous ingest and 
sharing of data across multiple locations 
with continuous availability, to meet the 
round-the-clock needs of customers. 
Implementing predictive customer 
analytics applications on Hadoop is a big 
step forward in offering the timeliest and 
most relevant financial information to 
subscribers. Other challenges included 
24/7 availability and automated disaster 
recovery. Every other solution evaluated 
only partially met these requirements, with 
downtime during upgrades, something 
no financial services firm can afford. With 
Fusion, there was no need to compromise.
Fusion’s flexible architecture eliminates 
vendor lock-in and supports staggered 
upgrades of Hadoop across locations without 
any interruption in operations. Fusion can 
be implemented across different versions 
of the same data platform, as well as 
mixed-storage environments, including 
Oracle, Cloudera, Hortonworks and MapR.
Real-time financial news and information 
is mission critical for financial services 
providers. The highest availability and 
performance requirements are essential 
for success. Our customer achieved, with 
Fusion, an adaptable, future-proof solution 
that avoids proprietary lock-in. 
FIND OUT MORE ABOUT OUR STRATEGY 
ON PAGE 14
real-time decisions
24/7
availability and automated 
disaster recover
CONTINUOUS AVAILABILITY 
FOR PREDICTIVE ANAL YTICS
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 21
STRATEGIC REPORT
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 Paul Walker
Chairman and Non-executive Director
Age 58 
Appointed 1 May 2012 (Chairman from 
20 March 2014)
Skills and experience
Paul served as Chief Executive Officer 
of The Sage Group plc from 1994 to 2010. 
Paul joined Sage as Company Accountant 
in 1984 and served as its Finance Director 
from 1987 until 1994.
Paul serves as Non-executive Chairman 
of Halma plc. He is also a Non-executive 
Director of Experian plc, a Non-executive 
Director of Sophos plc, Chair of Governors 
at Newcastle Royal Grammar School and a 
Member of Council at Newcastle University.
Paul previously served as a Non-executive 
Director of MyTravel Group plc from 
December 2000 to December 2004 and 
as a Non-executive Director of Diageo plc 
from 2002 to 2011. 
Committee membership
Audit, Nomination (Chair) 
and Remuneration (Chair).
David Richards
President, CEO and Co-founder
Age 45 
Appointed 11 May 2012 
Skills and experience
Since co-founding the business in Silicon 
Valley in 2005, David has led the Group on 
a course for rapid international expansion, 
opening offices in the UK, Japan and China. 
David spearheaded the acquisition of AltoStor, 
which accelerated the development of the 
Group’s first products for the Big Data market.
With over 15 years’ executive experience in the 
software industry, David sits on a number of 
advisory and executive boards of Silicon Valley 
start-up ventures. A passionate advocate of 
entrepreneurship, he has established many 
successful start-up companies in enterprise 
software and is recognised as an industry 
leader in enterprise application integration 
and its standards. David is also a Non-executive 
Director and interim Non-executive Chairman 
of 1Spatial plc.
David is a frequent commentator on a range 
of business and technology issues, appearing 
regularly on Bloomberg and CNBC.
Paul Harrison
Chief Financial Officer
Age 51 
Appointed 2 September 2013 
Skills and experience
Prior to joining the Group in September 2013, 
Paul spent over 16 years with The Sage Group plc. 
Paul joined Sage in 1997, becoming its 
Chief Financial Officer in 2000. 
Paul is also a Non-executive Director of 
Hays plc, one of the world’s largest specialist 
recruiters. He joined Hays in 2007, becoming 
its Senior Independent Director in 2011 
and chairs Hays’ remuneration committee. 
In January 2016, Paul became a Non-executive 
Director of Ascential plc, an international 
business-to-business media company. 
He chairs Ascential’s audit committee.
A chartered accountant, Paul’s earlier career 
was spent in professional practice, latterly 
with PwC.
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 22
BOARD OF DIRECTORS
OUR  
BOARD James Campigli
Chief Product Officer and Co-founder
Age 56 
Appointed 11 May 2012 
Skills and experience
James, known as Jim, has over 25 years 
of software industry experience at both 
early-stage and public companies. In 
his previous role as a founder and Chief 
Technology Officer (“CTO”) of Librados 
from 2003 to 2004, Jim was responsible 
for overall product strategy and product 
messaging and served as an evangelist 
for Librados’ standards-based approach 
to enterprise application integration. Jim 
was also a member of the management 
team that led the acquisition of Librados 
by NetManage, Inc. Following its acquisition, 
Jim joined NetManage as CTO for the 
Librados products group.
Prior to Librados, Jim was the Vice President 
of Product Management for Insevo, Inc. from 
2001 to 2003. Jim also held senior product 
management and consulting management 
positions at BEA Systems and SAP AG.
Ian Duncan
Non-executive Director
Age 55 
Appointed 16 April 2012 
Skills and experience
Ian was Group Finance Director of 
Royal Mail Holdings plc from 2006 to 2010. 
Prior to this, Ian served for eight years as Chief 
Financial Officer and Senior Vice President 
of Westinghouse Electric Company LLC in 
Pennsylvania, US. Between 1993 and 1998 
Ian was at British Nuclear Fuels plc, latterly 
as Corporate Finance Director. Prior to this, 
Ian was an Associate Director at Lloyds 
Merchant Bank Limited and a manager 
at Dresdner Kleinwort Wasserstein Limited. 
Ian qualified as a chartered accountant at 
Deloitte and Touche in 1985. 
Ian is currently a Non-executive Director and 
Chairman of the audit committee at Babcock 
International Group plc and Bodycote plc.
Committee membership
Audit (Chair), Nomination and Remuneration.
GOVERNANCE
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 23 Dear shareholder
After due consideration, the Board seeks to 
apply those aspects of the Code as far as it 
considers appropriate for a business of the 
Group’s size and nature. Further details can 
be found in the Corporate governance 
report on pages 25 to 27 inclusive and a copy 
of the Code can be found at www.frc.org.uk. 
We have continued to review the composition 
of our Board and, as a result, this year has been 
a stable year with no changes to the Board 
or its Committees. In future appointments to 
and succession planning for the Board (and 
already within the business), we will take into 
account the need for diversity generally and 
support the principle of encouraging women 
in the Group. The Board has not set express 
diversity quotas or measurable objectives 
for implementing its policy as such, but it is 
the Board and management’s intention that 
female talent, as one element of diversity, 
is encouraged. 
The Board holds all its strategic decision 
making meetings at the Group’s US offices 
and, as a result, takes the opportunity to 
meet with members of the Executive Team 
and to build on knowledge of the business. 
There are regular interactive presentations 
from, and discussions with, the Executive 
Team and in 2015, these have included the 
topics of product strategy, global business 
development progress and progress 
against the business plan.
Lastly, if you are able to find the time to 
attend our AGM on 25 May 2016, my fellow 
Directors and I look forward to seeing you. 
It is an excellent opportunity to meet the 
Board and to raise questions on the matters 
in hand at the meeting.
Paul Walker
Chairman
24 March 2016
 
The Board remains 
committed to the 
maintenance of 
high standards 
of corporate 
governance. 
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 24
CHAIRMAN’S INTRODUCTION TO GOVERNANCE
I am delighted to address you on the topic of governance. Whilst, 
as an AIM company, WANdisco plc is not required to comply with 
the UK Corporate Governance Code 2014 (“the Code”), the Board 
recognises the importance of the principles set out in the Code 
and remains committed to the maintenance of high standards 
of corporate governance.
Paul Walker, Chairman
HIGH STANDARDS OF 
CORPORATE GOVERNANCE The Board is responsible for the 
long-term success of the Group. 
It sets strategic aims and oversees 
implementation within a framework 
of prudent and effective controls. 
GOVERNANCE
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 25
CORPORATE GOVERNANCE REPORT
Board composition
Non-executive Director 
(including the Chairman) (2)
Executive Director (3)
Company Secretary (1)
Sector experience
Technology (80%)
Other (20%)
Tenure
0–3 years (100%)
Board composition
The Board comprises three Executive and 
two Non-executive Directors (including 
the Chairman). This ensures compliance with 
the UK Corporate Governance Code 2014, 
which states that a smaller company should 
have at least two independent directors. 
Board responsibilities
The Board is responsible for the long-term 
success of the Group. It sets strategic aims 
and oversees implementation within a 
framework of prudent and effective controls, 
ensuring only acceptable risks are taken. 
It provides leadership and direction and is also 
responsible for corporate governance and the 
overall financial performance of the Group. 
The Board has agreed the schedule of matters 
reserved for its decision, which includes ensuring 
that the necessary financial and human resources 
are in place to meet its obligations to its 
shareholders and others. It also approves 
acquisitions and disposals of businesses, 
major capital expenditure and annual 
financial budgets and sets dividend policy. 
Comprehensive Board papers are circulated 
before Board meetings in sufficient time to 
enable their review and consideration 
in advance of meetings.
Board meetings and attendance
There were five scheduled Board meetings 
in 2015 with an additional four informal update 
meetings and three short notice Board meetings 
held as necessary, resulting in a total of twelve 
Board meetings during the course of the year. 
The table below shows the number of Board 
meetings and Audit, Remuneration and 
Nomination Committee meetings held during 
the year and the attendance of each Director.
Committee meetings
Board meetings* Audit Remuneration Nomination
Possible Attended Possible Attended Possible Attended Possible Attended
Executive Directors
David Richards 5 5 — — — — — —
James Campigli 5 5 — — — — — —
Paul Harrison 5 5 — — — — — —
Non-executive Directors
Paul Walker 5 5 3 3 4 4 1 1
Ian Duncan 5 5 3 3 4 4 1 1
*  There were an additional four informal update meetings attended by all, and another three meetings 
called at short notice with full attendance by all Directors with the exception of one meeting which, 
for practical reasons, could not be attended by Messrs Campigli, Walker and Duncan. WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 26
Board Committees
To assist the Board in carrying out its functions and to ensure that there is independent oversight of internal controls and risk management, 
the Board delegates certain responsibilities to its three principal Committees as shown in the governance framework diagram below.
More detail on each of the Committees can be found on pages 28 to 31.
CORPORATE GOVERNANCE REPORT CONTINUED
Board activities throughout the year: At each scheduled meeting:
January (three short notice meetings)
• Consideration and approval 
of non-pre-emptive conditional 
placing of shares
February
• Informal, update meeting
March
• Review and approval of preliminary 
announcement of FY14 results
• Review and approval of Annual Report 
and Accounts 2014
• Consideration and approval of 
appointment of external auditor
• Review of Non-executive Director fees
• Review of product strategy
• Review of global business 
development progress
• Review of the level of voluntary compliance 
with the UK Corporate Governance Code
April
• Review and approval of certain tax matters 
June
• Review of product strategy
• Review of performance against 
the 2015 Business Plan
July
• Review of performance generally
September (two meetings)
• Review and approval of the 2016 
Business Plan
• Review and approval of the 2015 
interim results announcement
• In addition, an informal update meeting
October
• Informal update meeting
December
• Informal update meeting
Review and approval of the 2016 
budget was deferred from early 
December 2015 to early January 2016.
Discuss:
• Strategic and operational matters
• Trading results
• Management accounts and 
financial commentary
• Treasury matters
• Legal, company secretarial 
and regulatory matters
• Investor relations
• Corporate affairs
Review:
• Minutes of previous meetings
• The implementation of actions 
agreed at previous meetings
• The rolling annual agenda items
Governance framework
Audit  
Committee
Nomination 
Committee
Remuneration 
Committee
Chaired by the Chief Executive Officer, it 
comprises the three Executive Directors and 
senior management representation from product, 
marketing, engineering, business development, 
finance, sales and support. It assists the Executive 
Directors in implementing the business plan and 
policies and managing the operational and 
financial performance of the Company.
SEE PAGE 28
FOR MORE INFORMATION
SEE PAGE 29
FOR MORE INFORMATION
Executive Team
Board
SEE PAGES 30 TO 31
FOR MORE INFORMATION GOVERNANCE
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 27
Board effectiveness
The performance of the Board was evaluated 
informally on an ongoing basis with reference 
to all aspects of its operation including, but not 
limited to: the appropriateness of its skill level; 
the way its meetings were conducted and 
administered (including the content of those 
meetings); the effectiveness of the various 
Committees; whether corporate governance 
issues were handled in a satisfactory manner; 
and whether there was a clear strategy and 
objectives. The conclusion was that the 
Board was performing as expected.
Each Director’s performance is appraised 
through the normal appraisal process. Save for 
the Chief Executive, who was appraised by the 
Chairman, the Executive Board members were 
appraised by the Chief Executive. The Chairman 
was appraised by the other Non-executive 
Director and that Non-executive Director 
was appraised by the Chairman.
Directors’ independence
The Non-executive Directors are 
considered by the Board to be independent 
of management and are free to exercise 
independence of judgement. They have 
never been employees of the Group nor 
do they participate in the Group’s bonus 
arrangements. They receive no other 
remuneration from the Group other 
than Directors’ fees. 
Board appointments
Whilst there were no new appointments 
in the year, a new Director, on appointment, 
is briefed on the activities of the Group. 
Professional induction training is also given as 
appropriate. The Chairman briefs Non-executive 
Directors on issues arising at Board meetings 
if required and Non-executive Directors have 
access to the Chairman at any time. Ongoing 
training is provided as needed. Directors were 
updated on a frequent and regular basis on 
the Group’s business.
Directors are subject to re-election at the 
Annual General Meeting following their 
appointment. In addition, at each Annual 
General Meeting one-third (or the whole 
number nearest to one-third) of the 
Directors retire by rotation.
Access to independent advice 
and support
In the furtherance of his duties or in relation 
to acts carried out by the Board or the Group, 
each Director has been informed that he is 
entitled to seek independent professional 
advice at the expense of the Company. The 
Company maintains appropriate cover under 
a directors’ and officers’ insurance policy in 
the event of legal action being taken against 
any Director. Each Director has access to the 
advice and services of the Company Secretary 
if required, who is responsible to the Board 
as a whole for ensuring that Board procedures 
are properly followed and that applicable 
rules and regulations are complied with.
Internal controls and risk management
The Board is responsible for the Group’s 
system of internal controls and for reviewing 
its effectiveness. Such a system is designed 
to mitigate against and manage, rather than 
eliminate, the risk of failure to achieve 
business objectives and can only provide 
reasonable and not absolute assurance 
against material misstatement or loss.
Executive management considered the 
potential financial and non-financial risks 
which may impact on the business as part 
of the quarterly management reporting 
procedures. The Board received the principal 
risk outputs of these quarterly management 
reports and monitored the position at Board 
meetings. The principal risks are set out on 
pages 16 and 17.
The Board confirms that there are ongoing 
processes for identifying, evaluating and 
mitigating the significant risks faced by the 
Group. The processes, which have been in 
place throughout the year and up to the date 
of approval of the Annual Report and Accounts, 
are consistent, so far as is appropriate for the 
nature and size of the Group’s business, with 
the guidance issued by the Financial 
Reporting Council.
The Group’s internal financial control 
and monitoring procedures include:
• clear responsibility on the part of line and 
financial management for the maintenance 
of good financial controls and the production 
of accurate and timely financial 
management information;
• the control of key financial risks through 
appropriate authorisation levels and 
segregation of accounting duties;
• detailed monthly budgeting and reporting 
of trading results, balance sheets and cash 
flows, with regular review by management 
of variances from budget;
• reporting on any non-compliance with 
internal financial controls and procedures; and 
• review of reports issued by the external auditor.
The Audit Committee on behalf of the Board 
reviewed reports from the external auditor 
together with management’s response 
regarding proposed actions. In this manner, it 
has reviewed the effectiveness of the system 
of internal controls for the year under review.
Shareholder communications
The Chief Executive Officer and the 
Chief Financial Officer regularly meet with 
institutional shareholders to foster a mutual 
understanding of objectives. In particular, 
an extensive programme of meetings with 
analysts and institutional shareholders is held 
following the interim and preliminary results 
announcements. Feedback from these 
meetings and market updates prepared by 
the Company’s Nomad are presented to the 
Board to ensure they have an understanding 
of shareholders’ views. The Chairman and 
the other Non-executive Director are available 
to shareholders to discuss strategy and 
governance issues. 
The Directors encourage the participation 
of all shareholders, including private investors, 
at the Annual General Meeting and as a matter 
of policy the level of proxy votes (for, against 
and vote withheld) lodged on each resolution 
is declared shortly after the meeting by means 
of an announcement on the London Stock 
Exchange and via the Company’s website.
The Annual Report and Accounts is published 
on the Company’s website, www.wandisco.com, 
and can be accessed by shareholders. WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 28
Committee composition
Ian Duncan is the Chairman of the Committee 
and the other member of the Committee is 
Paul Walker. The Board considers Ian Duncan 
to have relevant and recent financial experience 
given his biography set out on page 23.
Committee responsibilities
The Audit Committee (“the Committee”) 
is established by and is responsible to the 
Board. It has written terms of reference, which 
are available for review at www.wandisco.com. 
Its main responsibilities are:
• to monitor and be satisfied with the 
truth and fairness of the Group’s financial 
statements before submission to the Board 
for approval, ensuring their compliance 
with the appropriate accounting standards, 
the law and the AIM Rules;
• to monitor and review the effectiveness 
of the Group’s system of internal control;
• to make recommendations to the Board in 
relation to the appointment of the external 
auditor and its remuneration, following 
appointment by the shareholders in general 
meeting, and to review and be satisfied 
with the auditor’s independence, objectivity 
and effectiveness on an ongoing basis; and
• to implement the policy relating to any 
non-audit services performed by the 
external auditor.
The Committee is authorised by the Board 
to seek and obtain any information it requires 
from any officer or employee of the Group 
and to obtain external legal or other 
independent professional advice 
as is deemed necessary by it.
Committee meetings
There were three meetings of the Committee 
during the year scheduled to coincide with 
the review of the scope of the external audit 
and observations arising from its work in 
relation to internal control and to review the 
financial statements. A fourth meeting, which 
was originally scheduled for December 2015, 
was held in January 2016. The external auditor 
attended all three of these meetings. Since 
the end of the financial year, the Committee 
has met twice (in January and March 2016) 
to consider, amongst other matters, this 
Annual Report, with the external auditor 
being present at both of these meetings. 
The Committee also met with the external 
auditor, without the Executive Directors 
being present, once during the year.
The Audit Committee carried out a full review 
of the year-end financial statements and of 
the audit, using as a basis the reports to the 
Committee prepared by the CFO and external 
auditor and taking into account any significant 
accounting policies, any changes to them 
and any significant estimates or judgements. 
Questions were asked of management 
of any significant or unusual transactions 
where the accounting treatment could 
be open to different interpretations. 
The Committee received reports from 
management on the effectiveness of the 
system of internal controls. It also received 
from the external auditor a report of matters 
arising during the course of the audit, which 
the auditor deemed to be of significance for 
the Committee’s attention. The statement 
on internal controls and the management of 
risk, which is included in the Annual Report, 
is approved by the Committee.
Significant matters considered by the 
Committee in relation to the financial 
statements and areas of judgement routinely 
considered and challenged were as follows: 
• revenue recognition;
• commission costs;
• capitalised development costs and other 
intangible assets;
• share-based payments; and
• going concern.
The Committee is satisfied that the 
judgements made by management are 
reasonable and that appropriate disclosures 
in relation to key judgements and estimates 
have been included in the financial statements. 
In reaching this conclusion the Committee 
has considered reports and analysis prepared 
by management and has also constructively 
challenged assumptions. The Committee has 
also considered detailed reporting from and 
discussions with the external auditor.
Committee performance
The Committee carried out an annual 
assessment of its own performance during 
the year and the conclusion was that the 
Committee was performing as expected.
External auditor
KPMG has been the external auditor since 
2012, when the Company’s shares were 
admitted to trading on AIM. As such, an 
audit partner rotation process commenced 
in 2015, with shadowing of the existing audit 
partner anticipated in 2016 in time for the 
2017 rotation.
As required, the external auditor provided 
the Committee with information for review 
about policies and processes for maintaining 
its independence and compliance regarding 
the rotation of audit partners and staff. The 
Committee considered all relationships 
between the external auditor and the 
Group and was satisfied that they did 
not compromise the auditor’s judgement 
or independence particularly with the 
provision of non-audit services. 
An internal review of the effectiveness of the 
external audit process was carried out during 
the year and no deficiencies were found. 
Management was satisfied with the external 
audit team’s knowledge of the business and 
that the scope of the audit was appropriate, 
all significant accounting judgements had 
been challenged robustly and the audit had 
been effective.
All of the above was taken into account 
before a recommendation was made by 
the Committee to the Board to propose 
KPMG for re-election at the AGM.
Internal audit function
Given the Group’s size and development, 
the Board did not consider it necessary 
to have an internal audit function during 
the year. The Board will continue to 
monitor this requirement annually.
AUDIT COMMITTEE REPORT
Ian Duncan, Committee Chairman GOVERNANCE
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 29
Committee composition
The Nomination Committee is chaired 
by Paul Walker and the other member 
of the Committee is Ian Duncan. 
Committee responsibilities
The primary purpose of the Committee is 
to lead the process for Board appointments 
and to make recommendations to the Board 
to achieve the optimal composition of the 
Board having regard to:
• its size and composition;
• the extent to which required skills, experience 
or attributes are represented; 
• the need to maintain the highest standard 
of corporate governance; and
• ensuring that it consists of individuals who 
are best able to discharge the responsibilities 
of Directors.
It has written terms of reference, which are 
available for review at www.wandisco.com.
Committee meetings
The Nomination Committee met once 
in the year, with the Chief Executive Officer 
in attendance. The Nomination Committee 
considered the composition of the Board 
and determined that it was not yet an 
appropriate time to recommend the 
addition of a further Non-executive 
Director to the Board.
The Board has considered diversity in broader 
terms than just gender and believes it is also 
important to reach the correct balance of skills, 
experience, independence and knowledge 
on the Board. All Board appointments will be 
made on merit and with the aim of achieving 
a correct balance. The Group has formal 
policies in place to promote equality of 
opportunity across the whole organisation 
and training is provided to assist this. 
The Board currently does not have any women 
on the Board, although the Company Secretary 
is female. As opportunities arise the Board 
will seek to increase the presence of women 
on the Board consistent with the above 
policy and the terms of reference of 
the Nomination Committee.
NOMINATION COMMITTEE REPORT
Paul Walker, Committee Chairman WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 30
The Remuneration Committee
Committee composition
The Remuneration Committee is chaired by 
Paul Walker and the other member of the 
Committee is Ian Duncan. 
Committee responsibilities
The Remuneration Committee’s primary 
purpose is to assist the Board in determining 
the Company’s remuneration policies and, in 
so doing, agree the framework for Executive 
Directors’ remuneration with the Board. It 
has written terms of reference, which are 
available for review at www.wandisco.com.
Committee meetings
The Remuneration Committee met four times 
in the year, with the other Board members in 
attendance as appropriate.
Remuneration Committee report
As an AIM listed company, WANdisco plc 
is not required to comply with Schedule 8 to 
the Large and Medium-sized Companies and 
Groups (Accounts and Reports) Regulations 
2008. The content of this report is unaudited 
unless stated.
Membership of the 
Remuneration Committee
During the year, the Remuneration Committee 
comprised the Non-executive Chairman 
(Paul Walker) and the Non-executive Director 
(Ian Duncan).
The Remuneration Committee reviews 
the performance of the Executive Directors 
and makes recommendations to the Board 
on matters relating to remuneration, terms 
of service, granting of share options and 
other equity incentives.
Remuneration policy
The objectives of the remuneration policy 
are to ensure that the overall remuneration 
of Executive Directors is aligned with the 
performance of the Group and preserves 
an appropriate balance of income and 
shareholder value.
Non-executive Directors
Remuneration of the Non-executive Directors 
is determined by the Executive Directors. 
Non-executive Directors are not entitled 
to pensions, annual bonuses or employee 
benefits. They are entitled to participate in 
share option arrangements relating to the 
Company’s shares but neither of them does at 
this time. Each of the Non-executive Directors 
has a letter of appointment stating his annual 
fee and that his appointment is initially for 
a term of three years renewable for further 
periods of three years. Their appointment 
may be terminated with three months’ 
written notice at any time.
Directors’ remuneration
The normal remuneration arrangements 
for Executive Directors consist of basic salary 
and annual performance-related bonuses. 
In addition, they receive private health care. 
The Committee intends to make further 
awards under the Long-Term Incentive Plan 
(“LTIP”) during 2016. Details of any awards 
will be disclosed in next year’s Remuneration 
Committee report.
2015 annual bonus
The 2015 Bonus Plan comprised a target 
bonus of 75% of salary and a maximum bonus 
opportunity of 100% of salary. The Company 
operates a scorecard which reflects its financial 
and strategic KPIs. Executive Directors will 
be rewarded for their contribution to these 
goals as well as the achievement of 
personal objectives.
Based on the 2015 KPIs, the Company 
met the following targets: a) cost control, 
b) launch of WANdisco Fusion, c) ALM targets 
and d) DConE 1.3 release, but did not meet 
the bookings target. Having regard to 
the performance of the business, the 
Remuneration Committee resolved 
to pay bonuses as set out on page 31.
Based on the criteria established by the 
Remuneration Committee for 2015, the 
Executive Directors could have received 
annual bonuses totalling 68% of salary 
which equated to 91% of target. However, 
despite the achievement of certain financial 
KPIs that related to cost management, the 
underperformance on bookings resulted in 
the Committee exercising its discretion to 
reduce bonus outcomes. As a result, a bonus 
of 37.5% of salary (equating to 50% of target) 
has been accrued and shall be paid at such 
time as the Committee considers is appropriate, 
taking into account the delivery of certain 
business performance targets.
Similar bonus principles will be adopted for 
2016. Performance targets and weightings 
were set by the Remuneration Committee 
at the start of the year.
REMUNERATION COMMITTEE AND REMUNERATION REPORT
Paul Walker, Committee Chairman GOVERNANCE
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 31
Directors’ interests
Details of the Directors’ shareholdings are included in the Directors’ report on page 32.
Directors’ share options
Aggregate emoluments disclosed below do not include any amounts for the value of options to acquire ordinary shares in the Company 
granted to or held by the Directors. Details of options for Directors who served during the year are as follows:
Number of
options at
31 December Exercise
2015 price
Executive
David Richards 97,441 $0.16
James Campigli 62,931 $0.16
Paul Harrison 558,183 $0.16
Non-executive
Paul Walker (Chairman) — —
Ian Duncan — —
This table is audited.
31 December 31 December
2015 2014
Payment Salary/fees Bonus Benefits 
1
Total Total
currency ’000 ’000 ’000 ’000 ’000
Executive
David Richards $ 487 184 26 697 645
James Campigli $ 315 119 17 451 436
Paul Harrison $ 487 184 160 831 665
Non-executive
Paul Walker (Chairman) £ 130 — — 130 110
Ian Duncan £ 70 — — 70 40
Notes:
1  Benefits include the provision of private health insurance for Executive Directors and their immediate families. In addition, on 31 August 2015, Paul Harrison 
was awarded a tax equalisation claim of $142,000 (gross) as part of his employment agreement. 
The total Directors’ remuneration for the period ended 31 December 2015, in US dollars, was $2,284,000 (2014: $1,992,000).
Paul Walker
Chairman of the Remuneration Committee
24 March 2016 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 32
The Directors present their report and the 
audited financial statements for the year 
ended 31 December 2015.
Principal activity
The principal activity of the Group is the 
development and provision of global 
collaboration software.
Business review and future developments
A review of the Group’s operations and future 
developments is covered in the Strategic report 
section of the Annual Report and Accounts on 
pages 6 to 21. This report includes sections on 
strategy and markets and considers key risks 
and key performance indicators.
Financial results
Details of the Group’s financial results are set 
out in the Consolidated statement of profit 
and loss and other comprehensive income 
and other components on pages 36 to 60.
Dividends
The Directors do not recommend the 
payment of a dividend.
Going concern
After making enquiries, the Directors have 
confidence the Group has adequate resources 
to continue in operational existence for the 
foreseeable future. For this reason they continue 
to adopt the going concern basis in preparing 
the Annual Report and Accounts. This is 
described in more detail in Note 2.
Annual General Meeting
On pages 62 to 64 is the notice of the 
Company’s fourth Annual General Meeting 
to be held at 10am on 25 May 2016 at the 
offices of WANdisco plc in Sheffield.
Directors
The Directors who served on the Board 
and on Board Committees during the year 
are set out on pages 22 and 23. One-third 
of the Directors are required to retire at the 
Annual General Meeting and can offer 
themselves for re-election. 
The Directors benefited from qualifying third 
party indemnity provisions in place during the 
financial year and at the date of this report.
Information on Directors’ remuneration and 
share option rights is given in the Remuneration 
Committee report on pages 30 and 31.
% of issued
ordinary
Number share
of shares capital
Oppenheimer 5,276,000 17.66%
Schroder Investment Management 3,464,870 11.60%
Dr Yeturu Aahlad 2,825,021 9.45%
David Richards 2,783,153 9.31%
T Rowe Price 2,138,676 7.16%
James Campigli 1,544,143 5.17%
Global Asset Management 1,454,623 4.87%
Directors’ shareholdings
The beneficial interests of the Directors in the share capital of the Company at 31 December 2015 and at 24 March 2016 were as follows:
31 December 2015 24 March 2016
% of issued % of issued
ordinary ordinary
Number share Number share
of shares capital of shares capital
Executive
David Richards 2,783,153 9.41% 2,783,153 9.31%
James Campigli 1,544,143 5.22% 1,544,143 5.17%
Paul Harrison 70,285 0.24% 191,455 0.64%
Non-executive
Paul Walker (Chairman) 111,111 0.38% 111,111 0.37%
Ian Duncan — — — —
DIRECTORS’ REPORT
Significant shareholders
The Company is informed that, at 24 March 2016, individual registered shareholdings of more than 3% of the Company’s issued share capital 
were as follows: GOVERNANCE
WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 33
None of the Directors had any interest in 
the share capital of any subsidiary company. 
Further details of options held by the 
Directors are set out in the Remuneration 
Committee report on pages 30 and 31.
The middle market price of the Company’s 
ordinary shares on 31 December 2015 was 
86.00 pence and the range during the year 
was 77.50 pence to 540.00 pence with an 
average price of 236.21 pence.
Research and development
The Group expended $8,369,000 
during the year (2014: $9,040,000) on 
research and development, of which 
$8,369,000 (2014: $9,040,000) was capitalised 
within intangible assets and $nil (2014: $nil) 
was charged to the income statement. 
In addition, an amortisation charge of 
$8,548,000 (2014: $6,855,000) has been 
recognised against previously capitalised costs.
Derivatives and financial instruments
The Group’s policy and exposure to 
derivatives and financial instruments 
is set out in Note 19.
Employee involvement
It is the Group’s policy to involve employees 
in its progress, development and performance. 
Applications for employment by disabled 
persons are fully considered, bearing in mind 
the respective aptitudes and abilities of the 
applicants concerned. The Group is a 
committed equal opportunities employer 
and has engaged employees with broad 
backgrounds and skills.
It is the policy of the Group that the 
training, career development and promotion 
of a disabled person should, as far as possible, 
be identical to that of a person who does not 
have a disability. In the event of members of 
staff becoming disabled, every effort is made 
to ensure that their employment with the 
Group continues.
Political and charitable donations
During the year ended 31 December 2015 
the Group made political donations of $nil 
(2014: $nil) and charitable donations of 
$9,960 (2014: $168).
Supplier payment policy and practice
The Group does not operate a standard 
code in respect of payments to suppliers. 
The Group agrees terms of payment with 
suppliers at the start of business and then 
makes payments in accordance with 
contractual and other legal obligations.
The number of creditor days outstanding at 
31 December 2015 was 28 days (2014: 45 days).
Disclosure of information to auditor
The Directors who held office at the date 
of approval of this Directors’ 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 the 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
A resolution for the re-appointment of 
KPMG LLP as auditor of the Company is to 
be proposed at the forthcoming Annual 
General Meeting.
By order of the Board
Paul Harrison
Chief Financial Officer
24 March 2016 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 34
The Directors are responsible for preparing the financial statements in accordance with applicable law and International Financial Reporting 
Standards (“IFRS”).
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. As required by the AIM Rules of the London Stock Exchange, 
they are required to prepare the financial statements in accordance with IFRS as adopted by the European Union (”EU”) and applicable law. 
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and apply them consistently;
• make judgements and estimates which are reasonable and prudent;
• state whether they have been prepared in accordance with IFRS as adopted by the EU; 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. 
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 35
FINANCIAL STATEMENTS
We have audited the Group financial statements of WANdisco plc for the year ended 31 December 2015 which comprise the Consolidated 
statement of profit and loss and other comprehensive income, the Consolidated balance sheet, the Consolidated statement of changes 
in equity, the Consolidated statement of cash flows, and the related notes. The financial reporting framework that has been applied in 
their preparation is applicable law and IFRS 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 34, the Directors are responsible for the preparation 
of financial statements which 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, in accordance with IFRS as adopted by the EU of the state of the Group’s affairs as at 31 December 2015 
and of the Group’s loss for the year then ended; and
• have been properly prepared in accordance with 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:
• proper accounting records have not been kept by the Company; or
• proper returns adequate for our audit have not been received from branches not visited by us; or
• the Company 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.
Johnathan Pass
for and on behalf of KPMG LLP
Chartered Accountants
24 March 2016
Notes
The maintenance and integrity of the WANdisco.com website is the responsibility of the Directors; the work carried out by auditors does 
not involve consideration of these matters and accordingly, KPMG LLP accepts no responsibility for any changes that may have occurred 
to the financial statements or our audit report since 24 March 2016. KPMG LLP has carried out no procedures of any nature subsequent 
to 24 March 2016 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.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF WANDISCO PLC WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 36
Year ended 31 December 2015 Year ended 31 December 2014
Pre- Exceptional Pre- Exceptional
exceptional items Total exceptional items Total
Continuing operations Notes $’000 $’000 $’000 $’000 $’000 $’000
Revenue 5 10,994 — 10,994 11,218 — 11,218
Cost of sales (749) — (749) (2,165) — (2,165)
Gross profit 10,245 — 10,245 9,053 — 9,053
Operating expenses 6 (40,160) (614) (40,774) (47,529) (1,441) (48,970)
Loss from operations (29,915) (614) (30,529) (38,476) (1,441) (39,917)
Finance income 9 59 — 59 584 — 584
Finance costs 9 (565) — (565) (27) — (27)
Net finance (costs)/income 9 (506) — (506) 557 — 557
Loss before tax 8 (30,421) (614) (31,035) (37,919) (1,441) (39,360)
Income tax 11 1,129 — 1,129 1,053 — 1,053
Loss for the year (29,292) (614) (29,906) (36,866) (1,441) (38,307)
Other comprehensive income
Items that are or may be reclassified to profit or loss:
Foreign operations – foreign currency translation differences 55 — 55 (444) — (444)
Other comprehensive income for the year, net of tax 55 — 55 (444) — (444)
Total comprehensive income for the year (29,237) (614) (29,851) (37,310) (1,441) (38,751)
Loss per share
Basic and diluted 12 $1.04 $1.59
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 37
FINANCIAL STATEMENTS
Re-presented
(Note 2)
2015 2014
Notes $’000 $’000
Assets
Intangible assets 13 8,583 9,814
Property, plant and equipment 14 230 410
Non-current assets 8,813 10,224
Trade and other receivables 16 6,728 6,447
Cash and cash equivalents 17 2,555 2,481
Current assets 9,283 8,928
Total assets 18,096 19,152
Liabilities
Borrowings – finance lease liabilities — (8)
Trade and other payables 18 (2,714) (3,195)
Deferred income 18 (6,060) (6,076)
Deferred government grant (28) (81)
Current tax liabilities — (2)
Current liabilities (8,802) (9,362)
Deferred income 18 (3,697) (5,188)
Deferred tax liabilities 11 (5) (5)
Non-current liabilities (3,702) (5,193)
Total liabilities (12,504) (14,555)
Net assets 5,592 4,597
Equity
Share capital 20 4,667 3,879
Share premium 20 81,974 56,587
Translation reserve 20 (247) (302)
Merger reserve 20 1,247 1,247
Retained earnings 20 (82,049) (56,814)
Total equity 5,592 4,597
The financial statements on pages 36 to 60 were approved by the Board of Directors on 24 March 2016 and signed on its behalf by:
David Richards  Paul Harrison
Chief Executive Officer Chief Financial Officer
Company registered number: 110497
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 38
Share Share Translation Merger Retained Total
capital premium reserve reserve earnings equity
$’000 $’000 $’000 $’000 $’000 $’000
Balance at 1 January 2015 3,879 56,587 (302) 1,247 (56,814) 4,597
Total comprehensive income for the year 
Loss for the year — — — — (29,906) (29,906)
Other comprehensive income — — 55 — — 55
Total comprehensive income for the year — — 55 — (29,906) (29,851)
Transactions with owners of the Company
Contributions and distributions
Equity-settled share-based payment — — — — 4,671 4,671
Proceeds from share placing 737 25,341 — — — 26,078
Share options exercised 51 46 — — — 97
Total transactions with owners of the Company 788 25,387 — — 4,671 30,846
Balance at 31 December 2015 4,667 81,974 (247) 1,247 (82,049) 5,592
Share Share Translation Merger Retained Total
capital premium reserve reserve earnings equity
$’000 $’000 $’000 $’000 $’000 $’000
Balance at 1 January 2014 3,755 53,882 142 1,247 (30,353) 28,673
Total comprehensive income for the year 
Loss for the year — — — — (38,307) (38,307)
Other comprehensive income — — (444) — — (444)
Total comprehensive income for the year — — (444) — (38,307) (38,751)
Transactions with owners of the Company
Contributions and distributions
Shares issued as part of OhmData, Inc. acquisition 47 2,317 — — (1,502) 862
Equity-settled share-based payment — — — — 13,348 13,348
Share options exercised 77 388 — — — 465
Total transactions with owners of the Company 124 2,705 — — 11,846 14,675
Balance at 31 December 2014 3,879 56,587 (302) 1,247 (56,814) 4,597
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 39
FINANCIAL STATEMENTS
2015 2014
Notes $’000 $’000
Cash flows from operating activities
Loss for the year (29,906) (38,307)
Adjustments for:
– Depreciation of property, plant and equipment 14 270 267
– Amortisation of intangible assets 13 9,600 8,283
– Net finance costs/(income) 133 (31)
– Income tax 11 (1,129) (1,053)
– Foreign exchange 42 156
– Equity-settled share-based payment 21 4,671 13,348
(16,319) (17,337)
Changes in:
– Trade and other receivables 275 (2,938)
– Trade and other payables (432) 737
– Deferred income (1,507) 6,145
– Deferred government grant (49) (147)
Net working capital change (1,713) 3,797
Cash used in operating activities (18,032) (13,540)
Interest paid (192) (11)
Income tax received/(paid) 552 (3)
Net cash used in operating activities (17,672) (13,554)
Cash flows from investing activities
Purchase of property, plant and equipment and computer software 14 (95) (475)
Development expenditure 13 (8,369) (9,040)
Interest received 9 59 58
Net cash used in investing activities (8,405) (9,457)
Cash flows from financing activities
Net proceeds from share issues 26,175 465
Payment of finance lease liabilities (8) (27)
Net cash from financing activities 26,167 438
Net increase/(decrease) in cash and cash equivalents 90 (22,573)
Cash and cash equivalents at the start of the year 2,481 25,673
Effect of movements in exchange rates on cash and cash equivalents (16) (619)
Cash and cash equivalents at the end of the year 17 2,555 2,481
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 40
1. Reporting entity
WANdisco plc is a public limited company incorporated and domiciled in Jersey. The Company’s ordinary shares are traded on AIM. 
The consolidated financial statements of the Company for the year ended 31 December 2015 comprise the Company and its subsidiaries 
(together referred to as “the Group”).
2. Basis of preparation
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as endorsed by the EU, 
IFRIC Interpretations, and under the historical cost accounting convention, and those parts of Companies (Jersey) Law 1991 applicable to 
companies under IFRS.
Under Article 105(11) of the Companies (Jersey) Law 1991, a parent company preparing consolidated financial statements need not present 
solus (parent company only) financial information, unless required to do so by an ordinary resolution of the company’s members.
(b) Going concern
As at 31 December 2015 the Group had net assets of $5.6m (31 December 2014: $4.6m), including cash of $2.6m (2014: $2.5m) as set out in the 
Consolidated balance sheet above and an unused revolving credit facility of $10.0m (2014: $10.0m). In the year ended 31 December 2015, the Group 
incurred a loss before tax of $31.0m (2014: $39.4m) and net cash outflows before financing of $26.1m (2014: $23.0m).
Contract wins continue to exhibit variability and despite the decline in new sales bookings, i.e. signed sales contracts ($9.0m in 2015 compared 
with $17.4m in 2014), revenue benefited from deferred revenue released from prior year bookings, many of them multi-year contracts. At the same 
time, the sales pipeline is encouraging, particularly following the release of the Fusion product during the year. Operating costs were progressively 
reduced throughout the year, with cash overheads, including development costs, lower in the second half of the year than in the first half. These 
reductions have resulted both from the simplicity and openness of the Fusion product’s architecture and from generalised cost disciplines across 
all operating functions, both of which have demonstrated the ability of the Group to be operationally agile. Total cash overheads of $34.6m were 
below the prior year (2014: $36.0m). Since then, the ongoing benefits of these operating cost reduction measures, coupled with additional cost 
actions taken early in 2016, have significantly reduced the expected cash overhead base for 2016, to an annualised run rate of approximately $25m. 
The Directors have prepared a detailed budget and forecasts of the Group’s expected performance over a period covering at least the next 
twelve months from the date of these financial statements. As well as modelling the realisation of the sales pipeline, these forecasts also 
cover a number of scenarios and sensitivities in order for the Board to satisfy itself that the Group remains within its revolving credit facility 
of $10m over this period (which can be drawn down based on the Group’s bookings not yet collected in cash).
Whilst the Directors are confident in the Group’s ability to grow bookings, the Board’s sensitivity modelling shows that the Group can remain 
within its facilities in the event that bookings growth is delayed (i.e. bookings do not increase from the level reported in 2015) for a period in 
excess of twelve months. The Directors’ financial forecasts and operational planning and modelling also include the actions that the Group 
could take to further significantly reduce the cost base during the coming year in the event that longer-term bookings was set to remain 
consistent with the level reported in 2015. On the basis of this financial and operational modelling, the Directors believe that the Group has 
the capability and the operational agility to react quickly, cut further costs from the business, and ensure that the cost base of the business 
is aligned with its sales bookings, cash revenue and funding scale.
As a consequence, the Directors have a reasonable expectation that the Group can continue to operate and to be able to meet its commitments 
and discharge its liabilities in the normal course of business for a period not less than twelve months from the date of these financial statements. 
Accordingly, they continue to adopt the going concern basis in preparing the Group financial statements.
(c) Functional and presentational currency
The consolidated financial statements are presented in US dollars, which is also the presentational currency of the Group. Billings to the Group’s 
customers during the year were all in US dollars by WANdisco, Inc. with certain costs being incurred by WANdisco International Limited in sterling 
and WANdisco, Pty Ltd in Australian dollars. All financial information has been rounded to the nearest thousand US dollars unless otherwise stated.
(d) Use of estimates and judgements
The preparation of financial information in conformity with adopted IFRS 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 estimates are revised and in any future periods affected.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 41
FINANCIAL STATEMENTS
2. Basis of preparation continued
(d) Use of estimates and judgements continued
Estimates 
Information about significant areas of estimation uncertainty in applying accounting policies that have the most significant effect 
on the amounts recognised in the consolidated financial statements is included in the following notes:
• Note 13 – valuation of intangible assets; and
• Note 21 – valuation of share-based payment.
Judgements
The accounting policy descriptions set out the areas where judgement needs to be exercised, the most significant of which are:
• Research and development – Development costs are capitalised in accordance with the accounting policy given below. Initial capitalisation 
of costs is based on management’s judgement that technological and economical feasibility is confirmed, usually when a product 
development project has reached a defined milestone.
• Intangible assets – The judgements in relation to intangible impairment testing relate to the assumptions applied in calculating the 
value in use of the cash-generating unit being tested for impairment. The key assumptions applied in the calculation relate to the future 
performance expectations of the business. The carrying value of intangible assets and the key assumptions used in performing the annual 
impairment assessment are disclosed in Note 13.
(e) Prior year re-presentation
The prior year balance sheet has been re-presented to offset unbilled receivables (previously included in trade and other receivables) against 
the deferred revenue balance. This had $nil impact on net assets. The re-presentation was made to improve the clarity of our statutory 
reporting. A reconciliation to the gross position is shown in Note 16.
3. Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
(a) Basis of consolidation
As a result of IFRS 10 (2011) “Consolidated Financial Statements”, the Group has changed its accounting policy for determining whether it 
has control over and consequently whether it consolidates its investees. IFRS 10 introduces a new control model that focuses on whether the 
Group has power over an investee, exposure or rights to variable returns from its involvement with the investee and ability to use its power to 
affect those returns. In accordance with the transitional provisions of IFRS 10, the Group reassessed the control conclusion for its investees 
at 1 January 2014. No modifications of previous conclusions about control regarding the Group’s investees were required. The financial 
information of subsidiaries is included from the date that control commences until the date that control ceases.
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated 
in preparing the consolidated financial statements.
Business combinations
All business combinations are accounted for by applying the acquisition method. Business combinations are accounted for using 
the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. 
Acquisitions on or after 1 January 2009
For acquisitions on or after 1 January 2009, the Group measures goodwill at the acquisition date as:
• the fair value of the consideration transferred; plus 
• the recognised amount of any non-controlling interests in the acquiree; plus
• the fair value of the existing equity interest in the acquiree; less
• the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. 
When the excess is negative, the negative goodwill is recognised immediately in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, are expensed as incurred. WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 42
3. Significant accounting policies continued
(b) Foreign currency
(i) Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the foreign exchange rate ruling 
at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to 
the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised 
in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated 
using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated 
at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined.
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated to the Group’s 
presentational currency, US dollars, at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations 
are translated at an average rate for the year, where this rate approximates to the foreign exchange rates ruling at the dates of the transactions.
Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income and 
accumulated in the translation reserve or non-controlling interest, as the case may be. 
(c) Financial instruments
(i) Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other receivables, trade and other payables, cash and cash equivalents, 
and interest-bearing borrowings.
Trade and other receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using 
the effective interest method, less any impairment losses.
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using 
the effective interest method.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part 
of the Group’s cash management are included as a component of cash and cash equivalents.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing 
borrowings are stated at amortised cost using the effective interest method, less any impairment losses.
(ii) Classification of financial instruments issued by the Group
Following the adoption of IAS 32 ”Financial Instruments: Presentation”, financial instruments issued by the Group are treated as equity only 
to the extent that they meet the following two conditions: 
(a)  they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial 
liabilities with another party under conditions that are potentially unfavourable to the Group; and 
(b)  where the instrument will or may be settled in the Group’s own equity instruments, it is either a non-derivative that includes no obligation 
to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company’s exchanging 
a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes 
the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share 
premium exclude amounts in relation to those shares. 
(d) Property, plant and equipment
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The cost 
of property, plant and equipment at 1 January 2009, the Group’s date of transition to IFRS, was determined by reference to its carrying value 
under UK and US Generally Accepted Accounting Principles.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 43
FINANCIAL STATEMENTS
3. Significant accounting policies continued
(d) Property, plant and equipment continued
(ii) Depreciation
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, 
plant and equipment.
The estimated useful lives for the current and comparative periods are as follows:
• Computer equipment – 3 years
• Fixtures and fittings – 3 years
• Leasehold improvements – 3 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
(e) Intangible assets
(i) Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised 
but is tested annually for impairment.
(ii) Research and development
Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognised 
in profit or loss when incurred.
Development activities relate to software development and involve a plan or design for the production of new or substantially improved 
products and processes. Development expenditure is capitalised only if:
• development costs can be measured reliably;
• the product or process is technically and commercially feasible;
• future economic benefits are probable; and
• the Group intends to, and has sufficient resources to, complete development and to use or sell the asset.
The expenditure capitalised includes direct labour and overhead costs that are directly attributable to preparing the asset for its intended use.
Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.
(iii) Amortisation
Amortisation of capitalised research and development costs is recognised in profit or loss on a straight-line basis over the estimated useful life 
of two years.
Intangibles in relation to computer software are amortised over an estimated useful life of two years.
Amortisation of the intangible assets recognised on the acquisitions of AltoStor, Inc. and OhmData, Inc. is recognised in profit or loss 
on a straight-line basis over their estimated useful lives of three years.
(f) Impairment (excluding deferred tax assets)
(i) Financial assets (including receivables)
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective 
evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition 
of the asset and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount 
and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Interest on the impaired 
asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss 
to decrease, the decrease in impairment loss is reversed through profit or loss. WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 44
3. Significant accounting policies continued
(f) Impairment (excluding deferred tax assets) continued
(ii) Non-financial assets
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is any indication 
of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, and intangible assets that have 
indefinite useful lives or that are not yet available for use, the recoverable amount is estimated each year at the same time.
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. For the purpose of impairment testing, assets that cannot be tested 
individually are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent 
of the cash inflows of other assets or groups of assets (“the cash-generating unit”). The goodwill acquired in a business combination, for the purpose 
of impairment testing, is allocated to cash-generating units (“CGUs”). Subject to an operating segment ceiling test, for the purposes of goodwill 
impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment is tested reflects the 
lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to 
groups of CGUs that are expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses 
are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any 
goodwill allocated to the units and then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.
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 asset’s 
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.
(g) Employee benefits
(i) Pension plans
In the UK there is a company personal pension scheme, which is a defined contribution scheme, for employees. Contributions are recognised 
in the income statement as they become payable in accordance with the rules of the scheme.
(ii) Termination benefits
Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, 
to a formal detailed plan to either terminate employment before the normal retirement date or to provide termination benefits as a result 
of an offer made to encourage voluntary redundancy.
(iii) Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid under short-term cash bonus or commission plans where the Group has a 
present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can 
be estimated reliably.
(iv) Share-based payment
The grant date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding 
increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense 
is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such 
that the amount ultimately recognised as an expense is based on the number of awards that do 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.
Share-based payment arrangements in which the Group receives goods or services as consideration for its own equity instruments are 
accounted for as equity-settled share-based payment transactions, regardless of how the equity instruments are obtained by the Group.
No cash-settled share-based payment awards have been granted to employees.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 45
FINANCIAL STATEMENTS
3. Significant accounting policies continued
(h) Revenue recognition
(i) Software licences
Sales of software licences are recognised once the licence has been granted and the customer has been provided with access to the software. 
Revenue derived from sales of licences is spread over the period of the licence. Where licences are perpetual, revenue is recognised in full 
once the agreement is in place.
(ii) Support subscriptions
Sales of support subscriptions are recognised on a straight-line basis over the period of the contract.
(iii) Maintenance, training and other services
Sales of maintenance, training and other services are recognised on a straight-line basis over the period of the contract.
(i) Operating lease payments
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease.
(j) Finance income and costs
Finance costs comprise interest expense on borrowings and exchange differences on intra-group balances.
(k) Taxation
Income tax comprises current and deferred tax. Income tax is recognised in profit or loss 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 income for the year, using tax rates enacted or substantively enacted at the reporting 
date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the statement of financial position method, providing for temporary differences between the carrying 
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised 
in respect of temporary differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the 
foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, 
based on the laws that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary 
differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer 
probable that the related tax benefit will be realised.
(l) Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attaching conditions 
will be complied with.
When the grant relates to an expense item, it is recognised as income over the period necessary to match the grant on a systematic basis 
to the costs that it is intended to compensate. Where the grant relates to an asset, the fair value is credited to a deferred income account 
and is released to the statement of comprehensive income over the expected useful life of the asset.
(m) Segmental reporting
The Directors consider there to be one operating segment, being that of development and sale of licences for software and related maintenance.
The Group has adopted IFRS 8 “Operating Segments” from the date of transition to IFRS. IFRS 8 requires the Group to determine and present 
its operating segments based on information which is provided internally to the chief operating decision maker (“CODM”). The CODM, who is 
responsible for allocating resources and assessing the performance of the operating segment, has been identified as the Chief Executive Officer.
(n) Provisions
Provisions are created where the Group has a present legal or constructive obligation as a result of a past event, where it is probable it will 
result in an outflow from the Group.
(o) Cost of sales
Cost of sales includes commissions earned on sales and direct costs relating to software supply.
(p) Exceptional items
Exceptional items comprise items of income and expense that are material in amount and unlikely to recur and that merit separate disclosure 
in order to provide an understanding of the Group’s underlying financial performance. WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 46
3. Significant accounting policies continued
(q) New accounting standards and amendments
(i) New and amended standards adopted by the Group
The following new standards and amendments to standards are mandatory for the first time for the financial year beginning on 1 January 2015:
• Amendments to IAS 19 “Employee Benefits” – Defined Benefit Plans: Employee Contributions.
• Annual Improvements to IFRSs 2010–2012 Cycle.
• Annual Improvements to IFRSs 2011–2013 Cycle.
These standards and amendments to standards have not had a material impact on the consolidated financial statements.
(ii)  New and amended standards and interpretations issued but not effective for the financial year beginning 1 January 2015 
and not early adopted
The following Adopted IFRSs have been issued but have not been applied by the Group in these financial statements. Their adoption is not 
expected to have a material effect on the financial statements unless otherwise indicated:
• IFRS 9 Financial Instruments (effective date 1 January 2018).
• IFRS 15 Revenue from Contract with Customers (effective date 1 January 2018).
• Clarification of Acceptable Methods of Depreciation and Amortisation – Amendments to IAS 16 and IAS 38 (effective date 1 January 2016).
• Annual Improvements to IFRSs – 2012–2014 Cycle (effective date 1 January 2016).
• Disclosure Initiative – Amendments to IAS 1 (effective date 1 January 2016).
4. Determination of fair values
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets 
and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, 
further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
(a) Intangible assets
Whilst development costs are valued at cost less amortisation, their carrying values are assessed to ensure that they do not exceed the 
recoverable amount at the end of each reporting period. The recoverable amount of other intangible assets is based on the discounted 
cash flows expected to be derived from the use and eventual sale of products developed.
(b) Trade and other receivables
The fair value of short-term trade and other receivables is deemed to be its book value less any impairment provision. The effect of discounting 
is considered to be immaterial.
(c) Non-derivative financial liabilities
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, 
discounted at the market rate of interest at the reporting date.
5. Segmental analysis
Operating segments
The Directors consider there to be one operating segment, being that of development and sale of licences for software and related maintenance.
Geographical segments
The Group recognises revenue in three geographical regions based on the location of customers, as set out in the following table:
2015 2014
Revenue $’000 $’000 
North America 7,255 9,414
Europe 2,983 1,376
Rest of the world 756 428
10,994 11,218
Management makes no allocation of costs, assets or liabilities between these segments since all trading activities are operated as a single 
business unit.
The Group has no customers representing individually over 10% of revenue (2014: nil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 47
FINANCIAL STATEMENTS
5. Segmental analysis continued
Geographical segments continued
The Group’s core patented technology, Distributed Co-ordinated Engine “DConE”, enables the replication of data. The Group has developed 
software based on this technology which is applied into two key markets being the Big Data and Source Code Management (ALM) markets:
2015 2014
Revenue $’000 $’000 
ALM 9,158 10,446
Big Data 1,836 772
10,994 11,218
6. Operating expenses
2015 2014
Loss from operations has been arrived at after charging: Notes $’000 $’000 
Staff costs 10 18,493 25,886
Research and development – amortisation charge 13 8,548 6,855
Amortisation of intangible assets 13 1,052 1,428
Depreciation of property, plant and equipment 14 270 267
Auditor’s remuneration 7 80 89
Reconciliation of loss from operations to adjusted earnings before interest, taxation, depreciation and amortisation 
(“Adjusted EBITDA”)
2015 2014
Notes $’000 $’000 
Operating loss (30,529) (39,917)
Adjusted for:
Amortisation and depreciation 9,870 8,550
Acquisition-related items — 145
Exceptional items within operating expenses 8 614 1,441
EBITDA before exceptional items (20,045) (29,781)
Equity-settled share-based payment (excluding exceptional item) 21 4,057 11,907
Adjusted EBITDA before exceptional items (15,988) (17,874)
Development expenditure capitalised 13 (8,369) (9,040)
Adjusted EBITDA before exceptional items including development expenditure (24,357) (26,914)
Acquisition-related items include legal and professional costs of $nil (2014: $145,000), which were incurred on the acquisition of OhmData, Inc. 
in the prior year.
7. Auditor’s remuneration
2015 2014
$’000 $’000 
Audit of these financial statements 67 70
Amounts receivable by auditor in respect of:
Audit of financial statements of subsidiaries pursuant to legislation 13 14
Other services pursuant to legislation — 5
80 89 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 48
8. Exceptional items
2015 2014
Exceptional items comprise the following: Notes $’000 $’000 
Equity-settled share-based payment charge in relation to acquisitions:
– AltoStor, Inc. 21 249 659
– TortoiseSVN.net 21 124 290
– OhmData, Inc. 21 241 492
21 614 1,441
The equity-settled share-based payment charge recognised in the year in relation to the acquisitions of OhmData, Inc. and AltoStor, Inc. 
and the purchase of the intellectual property of TortoiseSVN.net has been classified as exceptional. See Note 21 for further details.
9. Net finance (costs)/income
2015 2014
$’000 $’000 
Interest receivable – bank 59 58
Exchange gain — 526
Finance income 59 584
Unwind of discount on pledged shares (16) (16)
Exchange loss (373) —
Interest payable on bank borrowings (48) (2)
Bank charges — (9)
Loan amortisation costs (128) —
Finance costs (565) (27)
Net finance (costs)/income (506) 557
10. Staff numbers and costs
2015 2014
Notes $’000 $’000 
Wages and salaries 19,734 20,258
Social security costs 1,818 1,621
Other pension costs 88 —
Equity-settled share-based payment 21 4,057 11,907
Development expenditure capitalised (7,204) (7,900)
Total staff costs 18,493 25,886
Average number of persons employed
The average number of persons employed by the Group (including Directors), analysed by category, was as follows:
2015 2014
Number Number
Software development 92 103
Selling and distribution 49 48
Administration 18 14
Total number of employees 159 165
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 49
FINANCIAL STATEMENTS
10. Staff numbers and costs continued
Remuneration of key management personnel
2015 2014
$’000 $’000
Short-term employee benefits of key management personnel 4,531 4,192
There were no other long-term benefits or post-employment benefits in the year ended 31 December 2015 (2014: $nil).
In addition to the above, an equity-settled share-based payment charge of $3,609,000 in relation to share options granted to key 
management personnel, was incurred in the year ended 31 December 2015 (2014: $8,231,000).
Further details on the remuneration, share options and pension entitlement of the Directors are included in the Remuneration Committee 
report on pages 30 and 31.
11. Income tax
2015 2014
$’000 $’000 
Current tax expense
Current year 739 478
Adjustment for prior years 390 575
Total tax credit 1,129 1,053
Reconciliation of effective tax rate
2015 2015 2014 2014
% $’000 % $’000
Loss before taxation 31,035 39,360
Expected tax credit based on the Group’s domestic tax rate of 40% 40% 12,414 40% 15,744
Effects of:
Non-deductible expenses (9%) (2,683) (14%) (5,523)
Tax rates in foreign jurisdictions (7%) (2,215) (5%) (2,101)
R&D tax credits 4% 1,129 3% 1,053
Losses not recognised for current or deferred tax (24%) (7,516) (21%) (8,120)
Taxation credit for the year 4% 1,129 3% 1,053
Factors affecting the current and future tax charges
Reductions in the UK corporation tax rate from 23% to 21% (effective from 1 April 2014) and 20% (effective from 1 April 2015) were 
substantively enacted on 2 July 2013. Further reductions to 19% (effective from 1 April 2017) and to 18% (effective from 1 April 2020) were 
substantively enacted on 26 October 2015. This will reduce the Group’s future current tax charge accordingly. The deferred taxation liability 
for UK tax resident members of the Group at 31 December 2015 has been calculated based on the rate of 20% substantively enacted at the 
balance sheet date.
Deferred tax assets and liabilities
Deferred tax liabilities are attributable to the following temporary differences in respect of property, plant and equipment:
2015 2014
$’000 $’000 
Deferred tax liability (5) (5)
The Group has unrecognised deferred tax assets of $19,205,000 (2014: $11,689,000) in respect of tax losses arising in the Group.
The Directors consider that there is not sufficient certainty over the availability of future taxable profits against which these losses may 
be offset and no asset has therefore been recognised. WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 50
12. Loss per share
Basic loss per share
Basic loss per share is calculated based on the loss attributable to ordinary shareholders and the weighted average number of ordinary 
shares outstanding:
2015 2014
$’000 $’000 
Loss for the year attributable to ordinary shareholders 29,906 38,307
Weighted average number of ordinary shares
2015 2014
Shares Shares
‘000s ‘000s
At the start of the year 24,018 23,693
Effect of shares issued in the year 4,765 325
Weighted average number of ordinary shares during the year 28,783 24,018
2015 2014
$ $
Basic loss per share 1.04 1.59
Adjusted loss per share
Adjusted loss per share is based on the result attributable to ordinary shareholders before exceptional items, acquisition-related items 
and the cost of equity-settled share-based payment, and the weighted average number of ordinary shares outstanding:
2015 2014
Adjusted loss per share: $’000 $’000 
Loss for the year attributable to ordinary shareholders 29,906 38,307
Add back:
Exceptional items (614) (1,441)
Acquisition-related items (16) (161)
Equity-settled share-based payment (excluding exceptional items) (4,057) (11,907)
Adjusted basic loss for the year 25,219 24,798
2015 2014
$ $
Adjusted loss per share 0.88 1.03
Diluted loss per share
Due to the Group having losses in each of the years, the fully diluted loss per share for disclosure purposes, as shown in the Consolidated 
statement of profit and loss and other comprehensive income, is the same as for the basic loss per share.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 51
FINANCIAL STATEMENTS
13. Intangible assets
Other
intangible Development Computer
assets costs software Total
At 31 December 2015 $’000 $’000 $’000 $’000
Cost
At 1 January 2015 3,154 22,787 1,189 27,130
Additions – own work capitalised — 8,369 — 8,369
Disposals — — (1,000) (1,000)
At 31 December 2015 3,154 31,156 189 34,499
Amortisation
At 1 January 2015 (1,795) (14,375) (1,146) (17,316)
Amortisation charge for the year (1,009) (8,548) (43) (9,600)
Disposals — — 1,000 1,000
At 31 December 2015 (2,804) (22,923) (189) (25,916)
Net book value 
At 31 December 2015 350 8,233 — 8,583
Other
intangible Development Computer
assets costs software Total
At 31 December 2014 $’000 $’000 $’000 $’000
Cost
At 1 January 2014 2,308 13,747 1,030 17,085
Reclassification from property, plant and equipment — — 30 30
Acquisitions through business combinations 846 — — 846
Additions – externally purchased — — 103 103
Additions – own work capitalised — 9,040 — 9,040
Effect of movements in exchange rates — — 26 26
At 31 December 2014 3,154 22,787 1,189 27,130
Amortisation
At 1 January 2014 (860) (7,520) (613) (8,993)
Reclassification from property, plant and equipment — — (19) (19)
Amortisation charge for the year (935) (6,855) (493) (8,283)
Effect of movements in exchange rates — — (21) (21)
At 31 December 2014 (1,795) (14,375) (1,146) (17,316)
Net book value
At 31 December 2014 1,359 8,412 43 9,814 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 52
13. Intangible assets continued
The carrying amount of the intangible assets is allocated across cash-generating units (“CGUs”). A CGU is defined as the smallest group of 
assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups thereof. 
The recoverable amount of the CGUs are determined using value in use (“VIU”) calculations. As at 31 December 2015 the Group had one 
CGU, the DConE CGU, which represents the Group’s patented DConE replication technology, forming the basis of products for both the ALM 
and Big Data markets, including the new Fusion platform that was launched in 2015.
Other intangible assets arose as part of the acquisitions of OhmData, Inc. in June 2014 and AltoStor, Inc. in November 2012. The intangibles 
arising as part of these acquisitions are allocated to the DConE CGU. The recoverable amount of the DConE CGU has been calculated on a 
VIU basis at both 31 December 2015 and 31 December 2014. These calculations use cash flow projections based on financial forecasts, which 
anticipate growth in the Group’s installed base along with new customer growth along with stable cost base, and appropriate long-term growth rates. 
To prepare VIU calculations, the cash flow forecasts are discounted back to present value using a pre-tax discount rate of 10% (2014: 10%) 
and a terminal value growth rate of 2% from 2020. The Directors have reviewed the recoverable amount of the CGU and do not consider 
there to be any indication of impairment.
Development costs are predominantly capitalised staff costs associated with new products and services. Development costs are allocated 
to the DConE CGU, the recoverable amount of which has been determined on a VIU basis as described above.
On 20 February 2015 WANdisco International Limited sold software to SyntevoGmbH for consideration of €1. This software became fully 
amortised during the year ended 31 December 2014 so there was no material profit/(loss) on disposal.
The amortisation charge on intangible assets is included in operating expenses in the Consolidated statement of profit and loss and other 
comprehensive income.
14. Property, plant and equipment
Leasehold Fixtures and 
improvements fittings Computers Total
At 31 December 2015 $’000 $’000 $’000 $’000
Cost
At 1 January 2015 130 370 451 951
Reclassification — (22) 22 —
Additions — — 95 95
Effect of movements in exchange rates (2) (7) (10) (19)
Disposals — — (2) (2)
At 31 December 2015 128 341 556 1,025
Depreciation
At 1 January 2015 (74) (222) (245) (541)
Depreciation charge for the year (43) (84) (143) (270)
Effect of movements in exchange rates 1 6 8 15
Disposals — — 1 1
At 31 December 2015 (116) (300) (379) (795)
Net book value
At 31 December 2015 12 41 177 230
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 53
FINANCIAL STATEMENTS
14. Property, plant and equipment continued
Leasehold Fixtures and 
improvements fittings Computers Total
At 31 December 2014 $’000 $’000 $’000 $’000
Cost
At 1 January 2014 96 289 224 609
Reclassification to intangible assets — — (30) (30)
Additions 34 81 257 372
At 31 December 2014 130 370 451 951
Depreciation
At 1 January 2014 (31) (136) (131) (298)
Reclassification to intangible assets — — 19 19
Depreciation charge for the year (44) (89) (134) (267)
Effect of movements in exchange rates 1 3 1 5
At 31 December 2014 (74) (222) (245) (541)
Net book value
At 31 December 2014 56 148 206 410
15. Investments in subsidiaries
The Group has the following investments in subsidiaries:
Country of Proportion
Company name incorporation Holding of shares held Nature of business
WANdisco International Limited UK Ordinary shares 100% Development and provision of global collaboration software
WANdisco, Inc. US Ordinary shares 100% Development and provision of global collaboration software
OhmData, Inc. US Ordinary shares 100% Development and provision of global collaboration software
AltoStor, Inc. US Ordinary shares 100% Development and provision of global collaboration software
WANdisco, Pty Ltd Australia Ordinary shares 100% Development and provision of global collaboration software
WANdisco Software (Chengdu) Ltd China Ordinary shares 100% Development and provision of global collaboration software
All of the above entities are included in the consolidated financial statements.
16. Trade and other receivables
Re-presented
(Note 2)
2015 2014
Due within a year: Notes $’000 $’000 
Trade receivables 3,538 4,440
Other receivables 
– Unbilled receivables ($2,808,000 is due in more than one year (2014: $4,895,000)) 6,482 8,005
– Other receivables 1,061 556
Less: Unbilled receivables deferred ($2,808,000 is due in more than one year (2014: $4,895,000)) 18 (6,482) (8,005)
Total other receivables 1,061 556
Corporation tax 1,631 1,056
Prepayments 498 395
Total trade and other receivables 6,728 6,447 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 54
16. Trade and other receivables continued
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
Ageing of trade receivables
2015 2014
$’000 $’000 
Due from current month 2,788 4,278
Due from previous month 329 121
Due from earlier months 421 41
Total trade receivables 3,538 4,440
All trade receivables are denominated in US dollars.
17. Cash and cash equivalents
2015 2014
$’000 $’000 
Cash at bank and in hand 2,555 2,481
18. Current liabilities
Trade and other payables
2015 2014
$’000 $’000 
Trade payables 597 722
Accruals 2,117 2,473
2,714 3,195
Deferred income
Deferred income represents contracted sales for which services to customers will be provided in future years.
Re-presented
(Note 2)
2015 2014
Deferred income which falls due: Notes $’000 $’000
Within a year 6,060 6,076
In more than a year 3,697 5,188
Unbilled receivables deferred ($2,808,000 is due in more than one year (2014: $4,895,000)) 6,482 8,005
Deferred income (including unbilled receivables) 16,239 19,269
Less: Unbilled receivables deferred 16 (6,482) (8,005)
Total deferred income 9,757 11,264
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 55
FINANCIAL STATEMENTS
19. Financial instruments and risk management
The Group’s principal financial instruments are cash and trade receivables.
The Group has exposure to the following risks from its use of financial instruments:
Market risk
The Group may be affected by general market trends, which are unrelated to the performance of the Group itself. The Group’s success 
will depend on market acceptance of the Group’s products and there can be no guarantee that this acceptance will be forthcoming. 
Market opportunities targeted by the Group may change and this could lead to an adverse effect upon its revenue and earnings.
The Group is currently not exposed to interest rate risk as it has not drawn down on its $10.0m (31 December 2014: $10.0m) revolving 
credit facility.
Credit risk
Credit risk arises from cash and cash equivalents and credit exposure to the Group’s customers.
Credit ratings of institutions which hold the Group’s financial assets are regularly monitored to ensure they meet the minimum credit criteria 
set by the Board through the Group treasury policy.
The credit quality of customers is assessed by taking into account their financial position, past experience and other factors.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board is responsible for ensuring 
that the Group has sufficient liquidity to meet its financial liabilities as they fall due and does so by monitoring cash flow forecasts and 
budgets. The Board has considered the cash flow forecasts for the next twelve months which show that the Group expects to operate 
within its working capital facilities throughout the year. Details of the going concern review are included in Note 2.
Any excess cash balances are held in short-term, interest-bearing deposit accounts.
All financial liabilities (trade and other payables) mature within one year of the balance sheet date.
Capital management 
The Group defines the capital that it manages as its total equity. The Group’s objectives when managing capital are to safeguard the Group’s 
ability to continue as a going concern and support the growth of the business.
Foreign currency risk
The Group’s operations are split between the US, the UK, mainland Europe, Australia and China, and as a result the Group incurs costs in 
currencies other than its presentational currency of US dollars. The Group also holds cash and cash equivalents in non-US dollar denominated 
bank accounts. 
The following table shows the denomination of the year-end cash and cash equivalents balance:
Australian
Sterling dollar US dollar Total
$’000 $’000 $’000 $’000
2015 cash and cash equivalents 374 35 2,146 2,555
2014 cash and cash equivalents 359 105 2,017 2,481
Had the foreign exchange rate between US dollar and sterling changed by 5%, this would affect the loss for the year and net assets 
of the Group by $659,000 (2014: $694,000).
Fair values of financial assets and financial liabilities
There are no material differences between the fair value and the book value of the Group’s financial assets and liabilities. WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 56
20. Share capital and reserves
2015 2015 2014 2014
Number $’000 Number $’000
Share capital
Allotted and fully paid 29,564,059 4,667 24,435,035 3,879
The ordinary share capital of WANdisco plc is designated in sterling.
Share Share Translation Merger Retained
capital premium reserve reserve earnings
$’000 $’000 $’000 $’000 $’000
At 1 January 2015 3,879 56,587 (302) 1,247 (56,814)
Loss for the year — — — — (29,906)
Foreign currency translation differences — — 55 — —
Proceeds from share placing 737 25,341 — — —
Equity-settled share-based payment — — — — 4,671
Shares options exercised 51 46 — — —
At 31 December 2015 4,667 81,974 (247) 1,247 (82,049)
Share Share Translation Merger Retained
capital premium reserve reserve earnings
$’000 $’000 $’000 $’000 $’000
At 1 January 2014 3,755 53,882 142 1,247 (30,353)
Loss for the year — — — — (38,307)
Foreign currency translation differences — — (444) — —
Shares issued as part of OhmData, Inc. acquisition 47 2,317 — — (1,502)
Equity-settled share-based payment — — — — 13,348
Shares options exercised 77 388 — — —
At 31 December 2014 3,879 56,587 (302) 1,247 (56,814)
Share capital and share premium
During the year, 330,165 ordinary shares were issued as a result of employees exercising share options.
On 23 January 2015, the Company issued an additional 4,798,859 ordinary shares at a price of £3.75 each, raising funds of $26.1m 
net of transaction costs.
Costs relating directly to the new issue of shares have been deducted from the share premium account.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations.
Merger reserve
The acquisition by WANdisco plc of the entire share capital of WANdisco, Inc. in 2012 was accounted for as a reverse acquisition. 
Consequently the previously recognised book values and assets and liabilities were retained and the consolidated financial information 
for the period to 16 May 2012 has been presented as a continuation of the WANdisco business, which was previously wholly owned by 
the WANdisco, Inc. Group. 
The share capital for the period covered by these consolidated financial statements and the comparative periods is stated at the nominal 
value of the shares issued pursuant to the above share arrangement. The difference between the nominal value of these shares and the 
nominal value of WANdisco, Inc. shares at the time of the acquisition has been transferred to the merger reserve.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 57
FINANCIAL STATEMENTS
21. Share-based payment
WANdisco plc operates share option plans for qualifying employees of the Group. Options in the plans are settled in equity in the Company 
and are normally subject to a vesting schedule but not conditional on any performance criteria being achieved.
Analysis of equity-settled share-based payment charge
2015 2014
Notes $’000 $’000 
Exceptional equity-settled share-based payment charge in relation to acquisitions:
– AltoStor, Inc. 249 659
– TortoiseSVN.net 124 290
– OhmData, Inc. 241 492
Total equity-settled share-based payment charge in relation to acquisitions 8 614 1,441
Non-exceptional equity-settled share-based payment charge 10 4,057 11,907
Total equity-settled share-based payment charge 4,671 13,348
Terms and conditions of share option grants
The terms and conditions of the share option grants between 16 May 2012 (the date WANdisco plc acquired WANdisco, Inc.) 
and 31 December 2015 are as follows:
Date of grant
Expected
term
(years)
Exercise
price
Vesting
schedule
(see page 58)
Outstanding at
31 December
2015
Exercisable between
Commencement Lapse
16 May 2012 7 16 May 2012 3 August 2019 £0.24 2 1,146
16 May 2012 8 16 May 2012 15 September 2020 $0.36 2 35,000
16 May 2012 8 16 May 2012 7 October 2020 £0.45 2 13,886
16 May 2012 9 16 May 2012 20 September 2021 £0.46 2 9,680
16 May 2012 9 22 July 2012 14 September 2021 $0.36 3 85,000
16 May 2012 9 22 July 2012 20 September 2021 £0.46 3 80,033
16 May 2012 9 1 August 2012 20 September 2021 £0.46 3 2,000
16 May 2012 9 13 January 2013 12 January 2022 $0.36 3 455,000
16 May 2012 9 13 January 2013 30 January 2022 £0.23 3 714,185
21 June 2012 10 21 June 2012 20 June 2022 £2.00 4 55,400
7 December 2012 10 7 December 2012 6 December 2022 £4.55 5 218,525
21 January 2013 10 21 January 2013 20 January 2023 £5.68 5 25,000
1 February 2013 10 1 February 2013 31 January 2023 £6.40 5 23,750
25 February 2013 10 25 February 2013 24 February 2023 £8.20 5 15,000
18 March 2013 10 18 March 2013 17 March 2023 £7.47 5 25,000
1 April 2013 10 1 April 2013 31 March 2023 £8.03 5 25,000
13 May 2013 10 13 May 2013 12 May 2023 £9.80 5 20,000
15 July 2013 10 15 July 2013 14 July 2023 £9.55 5 65,000
29 July 2013 10 29 July 2013 28 July 2023 £9.25 5 20,000
16 September 2013 10 16 September 2013 15 September 2023 £11.68 5 5,000
27 September 2013 2.5 27 September 2013 17 March 2016 £0.10 6 100,000
27 September 2013 2.5 27 September 2013 17 March 2016 £0.10 7 58,122
27 September 2013 2.5 27 September 2013 17 March 2016 £0.10 6 70,030
27 September 2013 2.5 27 September 2013 17 March 2016 £0.10 7 70,031
11 November 2013 10 11 November 2013 10 November 2023 £12.71 5 10,000
27 November 2013 10 27 November 2013 26 November 2023 £14.30 5 40,000
27 December 2013 10 27 December 2013 26 December 2023 £11.93 5 140,000
14 March 2014 4 14 March 2014 15 March 2018 £0.10 8 50,000
9 April 2014 3 9 April 2014 8 April 2024 £0.10 9 65,968
14 May 2014 10 14 May 2014 13 May 2024 £5.79 5 15,000 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 58
21. Share-based payment continued
Terms and conditions of share option grants continued
Date of grant
Expected
term
(years)
Exercise
price
Vesting
schedule
(see below)
Outstanding at 
31 December
2015
Exercisable between
Commencement Lapse
16 June 2014 10 16 June 2014 15 June 2024 £4.30 5 25,000
26 June 2014 3 26 June 2014 25 June 2024 £0.10 9 158,312
18 August 2014 3 18 August 2014 17 August 2024 £0.10 9 80,000
15 September 2014 10 15 September 2014 14 September 2024 £4.00 5 126,000
3 November 2014 10 3 November 2014 2 November 2024 £4.00 5 45,000
5 December 2014 3 5 December 2014 4 December 2024 £0.10 9 15,000
22 December 2014 3 22 December 2014 21 December 2024 £0.10 9 40,000
10 April 2015 10 10 April 2015 9 April 2025 £2.25 10 35,000
11 May 2015 1 11 May 2015 10 May 2025 £0.10 11 75,000
2 June 2015 10 2 June 2015 1 June 2025 £2.55 10 110,000
12 June 2015 3 12 June 2015 11 June 2025 £0.10 10 115,751
19 June 2015 3 19 June 2015 18 June 2025 £0.10 10 140,000
23 June 2015 3 23 June 2015 22 June 2025 £0.10 10 10,000
24 June 2015 3 24 June 2015 23 June 2025 £0.10 10 25,000
25 June 2015 3 25 June 2015 24 June 2025 £0.10 10 39,804
26 June 2015 3 26 June 2015 25 June 2025 £0.10 10 15,000
29 June 2015 3 29 June 2015 28 June 2025 £0.10 10 10,000
30 June 2015 3 30 June 2015 29 June 2025 £0.10 10 25,000
6 July 2015 3 6 July 2015 5 July 2025 £0.10 10 10,000
16 July 2015 3 16 July 2015 15 July 2025 £0.10 10 457,931
17 July 2015 3 17 July 2015 16 July 2025 £0.10 10 112,441
24 July 2015 3 24 July 2015 23 July 2025 £0.10 10 25,000
28 July 2015 3 28 July 2015 27 July 2025 £0.10 10 15,000
28 August 2015 3 28 August 2015 27 August 2025 £0.10 10 10,000
23 September 2015 10 23 September 2015 22 September 2025 £1.27 10 120,000
23 October 2015 3 23 October 2015 22 October 2025 £0.10 10 40,000
29 October 2015 3 29 October 2015 28 October 2025 £0.10 10 20,000
2 November 2015 3 2 November 2015 1 November 2025 £0.10 10 15,000
10 November 2015 3 10 November 2015 9 November 2025 £0.10 10 10,000
4,437,995
The following vesting schedule applies:
1. Fully vested at grant date.
2. Partially vested at grant date; 1/48 of granted option shares vest monthly thereafter.
3. 25% of option vests on exercisable commencement date; 1/48 of granted option shares vest monthly thereafter.
4. Option vests on third anniversary of the grant date.
5. Option vests 25% on first anniversary of the vesting commencement date, with the balance vesting monthly thereafter until final vesting date.
6. Option vests 50% on 1 September 2014 and 50% on 1 September 2015.
7. Option vests 40% on 1 January 2014 and 60% on 1 January 2015.
8. Option vests one-third on 31 January 2015 and then one-sixth every six months until final vesting date.
9.  Option vests one-third on first anniversary of vesting commencement date, with the balance vesting monthly thereafter until final vesting date.
10.  Option vests in three instalments. One-third on first anniversary of vesting commencement date, one-third on second anniversary 
and one-third on third anniversary.
11. Option vests 100% on first anniversary of vesting commencement date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 59
FINANCIAL STATEMENTS
21. Share-based payment continued
Share-based payment charges related to acquisitions
As part of the acquisitions of OhmData, Inc. in June 2014, AltoStor, Inc. in November 2012 and TortoiseSVN.net community website in June 2013, 
restricted shares were issued to the former owners of the business for OhmData, Inc. and AltoStor, Inc. and the lead developer of the website 
for TortoiseSVN.net community website. These shares were treated as contingent payments and have been accounted for under IFRS 2 
“Share-based Payment” rather than as part of the acquisition consideration under IFRS 3 “Business Combinations”.
Equity-settled
share-based
Restricted payment
shares charge
Acquisition $’000 $’000
OhmData, Inc. 25,990 241
AltoStor, Inc. — 249
TortoiseSVN.net 16,000 124
41,990 614
Number and weighted average exercise price of shares
The number and weighted average exercise price of share options (including previous options in WANdisco, Inc.) were as follows:
2015 2014
Number Number
Balance at the start of the year 4,301,667 3,305,201
Granted 1,550,927 1,878,561
Forfeited (1,086,309) (414,100)
Exercised (328,290) (467,995)
Balance at the end of the year 4,437,995 4,301,667
Exercisable at the end of the year 1,435,100 675,631
Vested at the end of the year 1,856,870 1,081,844
Weighted average exercise price for:
2015 2014
$ $
Shares granted 0.69 3.25
Shares forfeited 6.75 11.06
Options exercised 0.19 0.99
Exercise price in the range:
From 0.15 0.16
To 18.19 20.96
2015 2014
Years Years
Weighted average contractual life remaining 6.2 6.5 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 60
21. Share-based payment continued
Number and weighted average exercise price of shares continued
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following 
weighted average assumptions:
2015 2014
Dividend yield 0.00% 0.00%
Risk-free interest rate 1.53% 2.28%
Stock price volatility 30% 30%
Expected life (years) 3.8 4.9
Weighted average fair value of options granted during the year $2.76 $7.61
• The dividend yield is based on the Company’s forecast dividend rate and the current market price of the underlying common stock 
at the date of grant.
• Expected life in years is determined from the average of the time between the date of grant and the date on which the options lapse.
• Expected volatility is based on the historical volatility of shares of listed companies with a similar profile to the Company.
• The risk-free interest rate is based on the treasury bond rates for the expected life of the option.
22. Disposal
On 20 February 2015 WANdisco International Limited disposed of software to SyntevoGmbH for a consideration of €1. This software was fully 
written down at the point of disposal so there was no material profit/(loss) on disposal.
23. Commitments and contingent liabilities
Operating lease commitments
The total amounts payable under non-cancellable operating leases are as follows:
2015 2014
Land and buildings $’000 $’000
Within one year 507 290
Between two and five years 576 477
1,083 767
Capital commitments and contingent liabilities
At 31 December 2015 the Group had no capital commitments (2014: $nil).
The Group had no contingent liabilities at 31 December 2015 (2014: None).
24. Related parties and related party transactions
Identity of related parties 
The Group has a related party relationship with its subsidiaries and with its Directors.
25. Post-balance sheet events
There are no significant or disclosable post-balance sheet events.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2015 WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 61
FINANCIAL STATEMENTS
FIVE YEAR RECORD
2011 2012 2013 2014 2015
31 December $’000 $’000 $’000 $’000 $’000
New sales bookings 4,618 7,916 14,768 17,360 9,012
New sales bookings growth 50% 71% 87% 18% -48%
Revenue 3,878 6,031 8,012 11,218 10,994
Revenue growth 30% 56% 33% 40% -2%
Deferred revenue (including unbilled revenue) 4,466 6,368 13,124 19,269 16,239
Deferred revenue growth 20% 43% 106% 47% -16%
Net cash 74 14,545 25,673 2,481 2,555
Operating loss (1,154) (8,541) (19,268) (39,917) (30,529)
Development costs and software amortised 980 2,018 4,918 8,283 9,600
Depreciation 46 52 138 267 270
Acquisition-related items — — — 145 —
Exceptional items 205 2,656 2,276 1,441 614
EBITDA before exceptional items 77 (3,815) (11,936) (29,781) (20,045)
Add back equity-settled share-based payment charge 73 813 4,104 11,907 4,057
Adjusted EBITDA before exceptional items 150 (3,002) (7,832) (17,874) (15,988)
Development expenditure capitalised (1,207) (2,912) (7,443) (9,040) (8,369)
Adjusted EBITDA before exceptional items including development expenditure (1,057) (5,914) (15,275) (26,914) (24,357) WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 62
Notice is given that the fourth Annual General Meeting of WANdisco plc (“the Company”) will be held at the Company’s offices, 
Electric Works, 3 Concourse Way, Sheffield Digital Campus, Sheffield S1 2BJ on 25 May 2016 at 10am for the following purposes:
To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
1.  That the Company’s financial statements for the year ended 31 December 2015, the Strategic report and the reports of the Directors 
and auditor thereon be received and considered.
2. That Paul Harrison, who retires by rotation as a Director of the Company, be re-appointed as a Director of the Company.
3. That Ian Duncan, who retires by rotation as a Director of the Company, be re-appointed as a Director of the Company.
4. That KPMG LLP be re-appointed as auditor of the Company.
5. That the Directors be authorised to determine the remuneration of the auditor.
6.  That in substitution for all existing authorities but without prejudice to any allotment, offer or agreement already made pursuant thereto, 
the Directors be and are hereby generally and unconditionally authorised pursuant to Article 2.3 of the Company’s Articles of Association 
(“Articles”) to exercise all powers of the Company to allot, grant options over or otherwise dispose of relevant securities (as that term is 
defined in the Articles) in respect of up to an aggregate nominal amount of £995,996, provided that (unless previously revoked, varied 
or renewed) this authority shall expire on the earlier of the date which is 15 months after the date the resolution was passed and the 
conclusion of the next Annual General Meeting of the Company, save that the Company may before such expiry make an offer or 
agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot equity securities 
in pursuance of such an offer or agreement as if the power had not expired.
To consider and, if thought fit, to pass the following resolutions as special resolutions:
7.  That, subject to the passing of resolution 6 and pursuant to Article 2.10 of the Articles, the Directors be and are hereby generally 
empowered to allot, grant options over or otherwise dispose of equity securities (within the meaning of the Articles) wholly for cash, 
pursuant to the general authority described in resolution 6 above, as if pre-emption rights did not apply to any such allotment, such 
power being limited to:
 7.1  the allotment of equity securities in connection with a rights issue, open offer or pre-emptive offer to holders on the register of 
the ordinary shares in the capital of the Company (“ordinary shares”) on a date fixed by the Directors where the equity securities 
respectively attributable to the interests of all those shareholders are proportionate (as nearly as practicable) to their respective 
holdings on that date subject to any exclusions or other arrangements as the Directors may consider necessary or expedient in 
relation to fractional entitlements, legal or practical problems under the law of any territory or the regulations or requirements 
of any relevant regulatory authority or stock exchange in any territory; and
 7.2  the allotment (other than pursuant to resolution 7.1 above) wholly for cash of ordinary shares up to an aggregate nominal amount 
of £298,799, 
  provided that (unless previously revoked, varied or renewed), such authorities shall expire on the earlier of the date which is 15 months 
after the date the resolution was passed and the conclusion of the next Annual General Meeting of the Company, save that the Company 
may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and 
the Directors may allot equity securities in pursuance of such an offer or agreement as if the power had not expired.
8.  That the Directors be and are hereby authorised pursuant to Article 13 of the Articles and Article 57 of the Companies (Jersey) Law 1991, 
as amended (“the Law”) to make market purchases of ordinary shares, subject to the following conditions:
 8.1  the maximum number of ordinary shares authorised to be purchased may not be more than 15% of the issued share capital 
of the Company as at the date of this notice;
 8.2 the minimum price (exclusive of expenses) which may be paid for an ordinary share is £0.001; and
 8.3 the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not exceed:
  8.3.1  an amount equal to 105% of the average middle market quotation for ordinary shares taken from the London Stock 
Exchange plc Daily Official List for the five business days immediately preceding the date on which such shares are 
to be contracted to be purchased; and
  8.3.2  the higher of the price of the last independent trade and the highest current independent bid on the London Stock 
Exchange plc Daily Official List at the time,
  such authority to expire on the earlier of the date which is 15 months after the date the resolution was passed and the conclusion 
of the next Annual General Meeting of the Company, unless such authority is varied, revoked or renewed prior to such date.
NOTICE OF ANNUAL GENERAL MEETING WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 63
FINANCIAL STATEMENTS
9.  That, pursuant to Article 58A(1)(b) of the Law and Article 13 of the Articles, an ordinary share purchased pursuant to resolution 8 above 
may be held by the Company as treasury shares in accordance with Articles 58A and 58B of the Law.
By order of the Board
Louise Hall
Company Secretary
24 March 2016
Registered office 
47 Esplanade 
St. Helier 
Jersey 
JE1 0BD
Registered in Jersey under the Companies (Jersey) Law 1991 with company number 110497.
Notes
Entitlement to attend and vote
1.  In accordance with Article 40(1) of the Companies (Uncertificated Securities) (Jersey) Order 1999, the right to vote at the meeting is 
determined by reference to the register of members. Only those shareholders registered in the register of members of the Company 
as at 10am on 23 May 2016 (or, if the meeting is adjourned, 48 hours before the time of the adjourned meeting) shall be entitled to 
attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes in entries in the register 
of members after that time shall be disregarded in determining the rights of any person to attend or vote (and the number of votes they 
may cast) at the meeting.
Proxies
2.  A shareholder is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend and to speak 
and vote at the meeting and, on a poll, vote instead of him or her. A proxy need not be a shareholder of the Company.
  A shareholder may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights 
attached to a different share or shares held by that shareholder. Failure to specify the number of shares each proxy appointment relates 
to or specifying a number which when taken together with the numbers of shares set out in the other proxy appointments is in excess 
of the number of shares held by the shareholder may result in the proxy appointment being invalid.
  A special resolution means a resolution passed by a majority of three-quarters of the holders who (being entitled to do so) vote in person, 
or by proxy, at a general meeting of the Company or at a separate meeting of a class of members of the Company.
3. A proxy may only be appointed in accordance with the procedures set out in Note 4 and the notes to the proxy form.
 The appointment of a proxy will not preclude a shareholder from attending and voting in person at the meeting.
  CREST members who wish to appoint a proxy or proxies or to give an instruction to a proxy (whether previously appointed or otherwise) 
by utilising the capital and CREST electronic proxy appointment service may do so in relation to the meeting, and any adjournment(s) 
thereof, by utilising the procedures described in the CREST Manual. In order for a proxy appointment made by means of CREST to be 
valid, the appropriate CREST message must be transmitted via the CREST system so as to be received by Neville Registrars Limited 
(whose CREST ID is 7RA11) by the latest time for receipt of proxy appointments specified above. 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 Applications Host) from which the 
Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed. The Company may treat as invalid 
a CREST Proxy Instruction in the circumstances set out in the Companies (Uncertificated Securities) (Jersey) Order 1999.
  A proxy does not need to be a member of the Company but must attend the Annual General Meeting to represent you. Details of how 
to appoint the Chairman of the Annual General Meeting or another person as your proxy using the proxy form are set out in the notes 
to the proxy form. You may appoint more than one proxy to attend on the same occasion. WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 64
Notes continued
Proxies continued
4.  A form of proxy is enclosed. When appointing more than one proxy, complete a separate proxy form in relation to each appointment. 
Additional proxy forms may be obtained by the proxy form being photocopied. State clearly on each proxy form the number of shares 
in relation to which the proxy is appointed.
  A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. 
If no voting indication is given in the proxy form, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote 
(or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
  In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted 
by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the 
Company’s register of members in respect of the joint holding (the first-named being the most senior).
  To be valid, a proxy form must be received by post or (during normal business hours only) by hand at the offices of the Company’s 
transfer agent, Neville Registrars Limited, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, no later than 10am on 23 May 2016 
(or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any 
adjourned meeting).
  To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Any amended proxy 
appointment received after the time specified above will be disregarded.
  Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy 
proxy form, please contact Neville Registrars Limited.
  If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies 
will take precedence.
  In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard-copy notice clearly stating your 
intention to revoke your proxy appointment to Neville Registrars Limited. In the case of a member which is a company, the revocation 
notice must be executed under its common seal or signed on its behalf by a duly authorised officer of the company or an attorney for 
the company. Any power of attorney or any other authority under which the revocation notice is signed (or a notarially certified copy 
of such power or authority) must be included with the revocation notice. The revocation notice must be received by Neville Registrars 
Limited prior to the commencement of the Annual General Meeting or adjourned meeting at which the vote is given or, in the case 
of a poll taken otherwise than on the same day as the meeting or adjourned meeting, before the time appointed for taking the poll.
  If you attempt to revoke your proxy appointment but the revocation is received after the time specified then your proxy appointment 
will remain valid.
Corporate representatives
5.  A shareholder which is a corporation may authorise one or more persons to act as its representative(s) at the meeting. Each such 
representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual 
shareholder, provided that (where there is more than one representative and the vote is otherwise than on a show of hands) they do not 
do so in relation to the same shares. A Director, the Secretary or other person authorised for the purpose by the Secretary may require all 
or any such persons to produce a copy of the resolution of authorisation certified by an officer of the corporation before permitting him 
to exercise his powers.
Method of voting
6.  Voting on all resolutions will be decided on a show of hands unless, before or on declaration of the result of, a vote on the show 
of hands, or on the withdrawal of any other demand for a poll, a poll is duly demanded.
Documents available for inspection
7.  The following documents will be available for inspection during normal business hours at the registered office of the Company and at 
the Company’s business address, Electric Works, Sheffield Digital Campus, Sheffield S1 2BJ, from the date of this notice until the time of 
the meeting. They will also be available for inspection at the place of the meeting from at least 15 minutes before the meeting until it ends:
 7.1 copies of the service contracts of the Executive Directors; and
 7.2 copies of the letters of appointment of the Non-executive Directors. 
Biographical details of Directors
8.  Biographical details of all those Directors who are offering themselves for appointment or re-appointment at the meeting are set out 
on pages 22 and 23 of the enclosed Annual Report and Accounts.
NOTICE OF ANNUAL GENERAL MEETING CONTINUED WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015 65
FINANCIAL STATEMENTS
SECRETARY, ADVISERS AND SHARE CAPITAL INFORMATION
 
Design Portolio is committed to planting 
trees or every corporate communications 
project, in association with Trees or Cities.
Secretary
Louise Hall
Offices
UK office
Electric Works
Sheffield Digital Campus
Sheffield S1 2BJ
US office
5000 Executive Parkway
Suite 270
San Ramon, CA 94583
USA
Registered office
47 Esplanade
St. Helier
Jersey JE1 0BD
Company registered number
110497
Nominated adviser and joint broker
Investec Bank plc
2 Gresham Street 
London EC2V 7QP
Joint broker
UBS Investment Bank
1 Finsbury Avenue
London EC2M 2PP
Auditor
KPMG LLP
1 Sovereign Square
Sovereign Street
Leeds LS1 4DA
Legal advisers
DLA Piper UK LLP
1 St. Paul’s Place
Sheffield S1 2JX
Carey Olsen
47 Esplanade
St. Helier
Jersey JE1 0BD
Bankers
HSBC Bank plc
Yorkshire and North East Corporate Banking Centre
4th Floor
City Point
29 King Street
Leeds LS1 2HL
Barclays Bank plc
St. Paul’s Place
121 Norfolk Street
Sheffield S1 2JW
Registrars
Neville Registrars Limited
18 Laurel Lane
Halesowen
West Midlands B63 3DA
Share capital
The ordinary share capital of WANdisco plc is listed on AIM, a market 
operated by London Stock Exchange Group plc. The shares are listed 
under the trading ticker WAND. The ISIN number is JE00B6Y3DV84. WANDISCO PLC ANNUAL REPORT AND ACCOUNTS 2015
WANdisco plc
47 Esplanade
St. Helier
Jersey JE1 0BD