Broker Network Holdings plc
Annual Report & Accounts
Year ended 30th April 2005 ABOUT BROKER NETWORK
Broker Network occupies a niche position in the insurance industry as the operator of
the largest network of general insurance brokers in the country, with a membership of
140 small community insurance brokers. Broker Network negotiates agencies with
insurers or wholesale intermediaries and Members are contractually obliged to place
all their general insurance business via these facilities. Broker Network also provides
support services to Members for marketing, training, regulatory compliance, IT and
management of human resources. 
Broker Network and its Members handled insurance premiums approaching £270m
over the last 12 months. Insurers benefit from access to this business, together with
other services provided to them by Broker Network. As a result the network has
significant strength to negotiate levels of earnings and product availability which
individual network Members could not secure on their own.
The business model provides for the acquisition of suitable insurance brokers, offering
principals a potential exit from the industry when they retire. Broker Network has
acquired eleven Member firms over the past 18 months. It aims to significantly
increase the number of owned Members going forwards as more principals seek to
take advantage of the exit opportunity that is presented.
CONTENTS
1 Highlights of 2004/2005
2 Chairman’s Statement
4 Chief Executive’s Strategic Review
8 Finance Director’s Review
11 Board of Directors and Advisers
12 Directors’ Report
14 Corporate Governance
16 Remuneration Committee Report
19 Statement of Directors’ Responsibilities
20 Report of the Independent Auditors to the members of Broker Network Holdings plc
21 Consolidated Profit and Loss Account
22 Consolidated Balance Sheet
23 Company Balance Sheet
24 Consolidated Cash Flow Statement
25 Notes to the Financial Statements
37 Notice of the 2005 Annual General Meeting
39 Appendix 1: Summary of The Long Term Investment Plan
42 Appendix 2: Summary of The Employee Benefit Trust
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 one
HIGHLIGHTS OF 2004/5
FINANCIAL HIGHLIGHTS
• Turnover increased by 63% to £7,590,000 (2004: £4,670,000)
• Operating profit up 61% at £979,000 (£609,000)
• Group operating margin before amortisation 19.3% (2004: 13.6%)
• Profit before tax increased by 73% to £1,315,000 (£757,000)
• Profit before tax and goodwill amortisation up 130% at £1,800,000 (2004: £784,000)
• Fully diluted earnings per share up 40% at 6.75p (2004: 4.82p)
OPERATIONAL HIGHLIGHTS
• Successful placing on AIM, raising £2.2m net of expenses
• 11 acquisitions completed as at year end
• Number of network Members increased to 139
• Progress in line with expectations at time of AIM listing
• Good conditions for future growth  CHAIRMAN’S STATEMENT
INTRODUCTION
My first report as Chairman and Broker Network's first report to
shareholders as an AIM listed company marks the end of an extremely
important and successful year for the Company, both from a financial and
managerial standpoint.
Although the headline figure of a 130% increase in profit before tax and
goodwill amortisation speaks for itself, a great deal has also been
achieved to strengthen the long-term foundations of the business. Member
numbers, the bedrock of our business, have grown by a further 5% to 139
during the period whilst the 2004/5 figures include income from the 11
Member businesses we now own outright. Even more pleasing, an
independent survey has confirmed that our Members are extremely
satisfied with the services that they receive from Broker Network. In
addition, the business' reputation with insurers is excellent and our financial
success underscores the strength of our proposition in the market.
CORPORATE DEVELOPMENTS
A key event of the year was the successful flotation on AIM on 10th May
2004. The placing of the company's shares raised £2.2m of new money net
of expenses. We now have a good spread of both institutional and private
shareholders and a clear mandate to continue to pursue our strategy of
acquiring businesses from brokers who wish to retire.
TEAM
The Broker Network team, under the management of Grant Ellis, has
worked extremely hard over the past year in delivering not only a successful
flotation but also an excellent trading result. The move into the acquisition
and running of insurance broking businesses has necessitated a
Broker Network is
well positioned to
continue its growth
and financial
success in the
foreseeable future
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 two strengthening of the management
team and I am pleased to say we
have attracted a number of new
and talented people to join us. It
has also allowed us to offer
greater career opportunities to
those ambitious individuals who
are already a part of the team
and this will help underpin the
long-term potential of the
business. The introduction of a
Long Term Incentive Plan in the
forthcoming year will enable us to
reward successful results
achieved in the years to come.
CORPORATE GOVERNANCE
As a private company, good
corporate governance featured
strongly with many of the
important disciplines necessary in
a public company already in
place. One of our key objectives
post flotation was to ensure we
addressed any corporate
governance issues given our new
status and I am pleased to
announce that we now have an
Audit Committee and a
Remuneration Committee, both
of which operate very effectively.
OUTLOOK
There is now clear evidence that
the long expected consolidation
of the small 'community'
insurance broker market and
move to the shelter of networks is
underway, as the impact of
statutory regulation starts to bite.
We enjoy excellent relationships
with our insurer partners and
have a proposition that our
competitors have found difficult
to compete with.  Broker Network
is well positioned to continue its
growth and financial success in
the foreseeable future.
Faisal Rahmatallah
Chairman
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 three CHIEF EXECUTIVE’S
STRATEGIC REVIEW
OPERATIONAL OVERVIEW
I am delighted with the progress Broker Network has made in the last
twelve months. The clearest measure of success is, of course, our record
operating profit.
We are now better positioned than ever to take advantage of the
opportunities and to meet the challenges of this changing market. The next
few years will see the consolidation of community insurance brokers really
start to take shape and our strategy will enable us to secure our position
as one of the few businesses looking to service the insurance needs of the
smaller SME business sector.
BROKER NETWORK LTD
FSA statutory regulation of insurance brokers finally arrived with 'GI Day'
on 15th January 2005. However, the 'run-in' lasted almost four years and,
predictably, compliance support became our biggest selling Membership
benefit. Whilst Broker Network does not take direct responsibility for
regulation of Members, who are all separately regulated in their own right,
we were successful in persuading brokers that it was good practice to seek
the support of a network to help them become compliant.
Nevertheless, as we neared 'GI Day' it became clear that many other firms
had decided to go it alone and try to leap the compliance hurdle by
themselves. They spent much of 2004 and early 2005 in making sure their
compliance house was in order and had little appetite to consider anything
else. As a result we saw fewer brokers joining the network in this period
than in the previous 12 months.
The imminent arrival of a new regulatory environment necessitated a re-
evaluation of the quality of our existing Member base. As a result, the
We are now better
positioned than
ever to take
advantage of the
opportunities and
to meet the
challenges of this
changing market.
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 four membership of three brokers was
terminated prior to January 15th
this year.
Our strategy of offering to
acquire the businesses of
Members whose principals wish
to retire has been well received.
We have acquired 11 firms in the
last 18 months, whose owners
would otherwise have sold their
businesses elsewhere and would
as a result have been lost to us.
In addition, we were instrumental
in assisting 12 Members to merge
with one another.
Some six months after GI Day, I
am pleased to report that the rate
of enquiry has once again picked
up and we now expect to be able
to return to the levels of new
member recruitment enjoyed in
previous years.
2004 was the year we honed our
proposition to insurers and
demonstrated how we add
tangible value to their business
too. I am delighted to report that
most now accept the network
does indeed offer them significant
profitable growth opportunities.
As a result, we have agreed a
number of fresh initiatives in the
last year and I am confident we
will be able to sustain the
improved contribution to our
earnings from the work we do for
insurers in the future.
Closer relationships with insurers
also enabled us to negotiate
further improvements in the terms
received by our Members from
the main insurer suppliers and,
unsurprisingly, this has been well
received.  Indeed, I am delighted
to report that our independently
conducted Member Satisfaction
Survey shows that Members'
satisfaction with our services has
never been higher. In the last four
years, whilst 112 brokers have
joined us as Members, only one
firm has left us other than through
a sale of the business.
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 five BROKER NETWORK INSURANCE BROKERS
I have mentioned already that we have now acquired
11 Member firms where the principals wanted to exit
the business and retire. Our task in making these
acquisitions has been to apply a corporate structure to
what were largely 'lifestyle' businesses, but in such a
way as to allow us to concurrently retain all their
'closeness to customer' business advantages.
A new Acturis ASP IT platform is now installed in all but
the very latest acquired sites. We are already starting
to enjoy some of the economies of scale that this
brings, such as a central account reconciliation
function for example, and expect to benefit from
access to improved management information across
all the BNIB sites.
We have also installed new management in the
majority of sites. The quality of candidates has been a
revelation - it seems that the proposition of running
your own 'branch' has a strong appeal to many and we
have appointed some excellent and talented people as
a result.
We now have an established platform on which to
build in the second year. Most of the customer base we
have acquired has remained loyal and there is now an
opportunity to build on that through our centralised
marketing to new prospects. This, coupled with a
greater emphasis on good business management, will
ensure a sustainable and growing contribution for the
group going forwards.
As with new Member enquiries, after a quiet period in
the months immediately before and after GI Day, we
now once again have a healthy pipeline of potential
acquisition enquires to pursue.
I am particularly pleased to be able to report on the
substantial acquisition of the Fraser Tennant Group at
the beginning of this month. This business has four
branches in southern Scotland with an enviable
reputation and excellent connections to the
agricultural and business communities in the region.
Whilst somewhat larger than the other acquisitions
completed to date, it nevertheless contains all the
elements we look for in a purchase and is a first-rate
strategic fit. Its size increases our revenues in BNIB by
some 60%, thereby helping to spread the central
management costs of the BNIB business more widely.
OTHER DEVELOPMENTS
Broker Network London Markets (BNLM), our
provisionally accredited Lloyd's broker, achieved a
35% growth in revenue during the period. We know
that network Members have a significant volume of
business placed into Lloyd's and the London Market
and would benefit from direct access to the market via
BNLM. It is our task to persuade Members that we
have the experience, capacity and knowledge to
handle this business for them from now on.
Broker Network Underwriting (BNU) provides insurance
products branded exclusively for Members. After the
successful implementation of the Acturis ASP IT system
across the whole of BNU in the early part of the year,
we have been able to concentrate on increasing the
volume and therefore BNU's overall contribution. I am
happy to report that BNU achieved both these
objectives and successfully launched the first of a new
suite of branded products on 1st July 2005.
Both BNLM and BNU are relatively small parts of the
business at present. We believe, however, that they
offer significant opportunities to both Members and
insurers alike and are capable of growing into
important revenue streams.
CONSOLIDATION AND COMPETITION
There are now signs that more brokers are looking for
an industry exit than was the case previously. As the
reality of regulation starts to bite, we expect this growth
to continue. We also expect those who are not yet
ready to retire, to seek our help in growing and
improving their business. Either way, we are well
placed to provide for both.
There are two other serious network propositions with
whom we currently compete - a third is expected to
launch their offering imminently. We believe that we
will be a beneficiary of a stronger competitive
environment, as it will move the debate on from 'Shall
I join a network?' to 'Which network shall I join?'. With
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 six a conservative estimate of some 4,500 community
insurance brokers still trading, there are plenty of
potential customers to support three or four credible
network players.
In terms of acquisitions, we see little likelihood of
competition as all our acquisitions thus far have come
from our own network Members. However, were we to
consider acquisitions from outside the Member
network, we believe that our proposition will prove
more attractive than many others. Our approach is to
retain the people, premises, and even the existing
trading name. These features have proved extremely
popular with vendors so far and we see no reason why
these attractions will not continue to give us a
competitive edge in the future.
INSURANCE MARKET CONDITIONS
There has been much publicity around the cyclical
nature of the insurance market. Premium inflation
started to stall in 2004 and has shown signs of
actually falling in 2005.  Although we clearly benefited
from a rise in premium levels, our business is prepared
for softening premium rates so we can benefit at all
points in the cycle.  
In softer market conditions, insurers have a greater
appetite for business and will therefore compete more
readily. Although headline volumes may decline,
margins can rise. In addition there are real
opportunities for proactive brokers to acquire new
customers.  We will benefit directly from both of these
factors in BNIB.
As far as independent network Members are
concerned, our experience of the last soft cycle in the
late 1990's suggests they will work hard enough at
acquiring new customers to offset any loss of volume
from their existing customer base. Indeed, our statistics
for 2004/5 saw Member premium volume grow
organically by 3.4% and for the first 4 months of 2005
by 1%. Whilst the rate of growth has undoubtedly
moderated, it is still growth nonetheless, which bears
out our assessment.
OUTLOOK FOR 2005/6
2004/5 was an exciting year for Broker Network and
2005/6 has the potential to be even more so. With the
experience we have gained from the 11 acquisitions
made up to the end of April and the three completed
since, we now have the platform to begin to fully
exploit the opportunities presented to us. We have a
stronger management team than ever and our
investment in new services will be rewarded by
financial returns in future years.
The Broker Network team looks forward to the
challenges in the coming year, which will present us
with huge opportunities as the insurance market once
again undergoes a period of significant change. We
are confident that trading conditions will remain
favourable in 2005/6.
Grant Ellis
Chief Executive Officer
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 seven FINANCE DIRECTOR’S REVIEW
TURNOVER
Turnover for the year was £7.6m an increase of 63% from £4.7m in 2004. Growth was strong in Broker Network,
up 24%, as a result of the increase in Member numbers and growth in premium volume. BNIB also contributed
£2.1m to turnover in its first full year.
ADMINISTRATIVE EXPENSES
Administrative expenses, excluding goodwill amortisation, were £6.1m, an increase of 52% on the prior year. This
is the result of the continued investment in our people and infrastructure and the new costs associated with the
acquired brokers within BNIB, including a head office and regional team capable of managing approximately 25
outlets.
Intangible assets are being amortised over 5 years resulting in a goodwill amortisation charge of £0.5m for the
period.
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 eight
2005 2004 % c change 
£000 £000
Turnover 7,590 4,670 63%
Administrative expenses (6,611) (4,061) 63%
Administrative expenses (6,126) (4,034) 52%
excluding goodwill amortisation
Operating profit 979 609 61%
PBT 1,315 757 74%
Tax (274) (189) 45%
Profit after tax 1,041 568 83%
Basic EPS 6.93p 4.99p 39%
Diluted EPS 6.75p 4.82p 40%
Capital expenditure 380 123 209%
Acquisition spend 691 704 -2%
Cash 2,308 367 529% PROFITABILITY
The strength in Broker Network's operating model is no better demonstrated than in our growth in profit before tax
of 74%. The acquisition of 6 of our Members during the period, bringing the total number to 11, has substantially
increased the headcount of the group and, despite the necessary investments in people and infrastructure for both
Broker Network's core business and BNIB, there was a 2% increase in turnover per employee and a 9% increase in
profit before tax per employee as shown below:
TAXATION
The group's tax charge for the year is £0.3m which represents an effective tax rate of 20%. This is predominantly
due to group relief from Redbox Systems Limited which sold its intangible asset during the period realising a
balancing allowance of £0.6m.
EARNINGS PER SHARE
Basic earnings per share is 6.93p compared to 4.99p in 2004. This is based on a weighted average 15m shares
in 2005 compared to 11.3m in 2004.
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 nine
2005 2004 % c change
Average headcount 146 92 59
2005 2004 % c change
£ £
Turnover per employee 51,992 50,773 2
Profit before tax per employee 9,027 8,245 9 CAPITAL EXPENDITURE
The majority of the capital investment in the year
relates to IT hardware and software both for Broker
Network and BNIB. Within Broker Network, we have
continued to invest in our central IT capability for the
accounts reconciliation process. Within BNIB, we have
installed a new Acturis ASP IT platform in all but the
latest of the acquired sites. This investment will deliver
both economies of scale and improved MI for the
business.
Total capital expenditure was £0.4m compared to
£0.1m in 2004.
ACQUISITIONS
£0.6m was spent on 6 further trade and asset
purchases during the year bringing the total number to
11. In addition, £0.1m was paid out in deferred
consideration to the former principals of previously
acquired brokers. These further payments are entirely
contingent on the performance of the brokers post
acquisition.
INTANGIBLES AND GOODWILL AMORTISATION
Purchased goodwill (representing the excess of the fair
value of consideration over the fair value of the
separable net assets acquired) in respect of
acquisitions is capitalised as goodwill which is being
amortised over a 5 year period.
CASHFLOW
Broker Network continues to be strongly cash
generative and cash inflow from operating activities
was £0.8m (2004: £0.6m). This operating cash flow
broadly funded the acquisitions and capital investment
in the year leaving the net proceeds from the flotation
largely intact at the year end and available for future
acquisitions.
BANK FUNDING
Additional funding via a bank facility was always
envisaged when we embarked upon our programme
of acquiring the businesses of Members who wished to
retire. I am pleased to report that we have recently
agreed a £2.5m 5 year term loan facility with Lloyds
TSB Bank plc which will enable us to continue the
acquisition programme as set out in our AIM
prospectus.
RISK MANAGEMENT
The Board recognises the importance of risk
management and, through a series of workshops
during the year, the major risks faced by the group
were identified and evaluated. These risks and the
associated internal controls are considered by
management and the Audit Committee on a regular
basis. In addition, resource within the financial team
has now been allocated to conduct assurance work on
specific areas of the business, the results of which will
be communicated to senior management and the
Board.
TRANSITION TO INTERNATIONAL ACCOUNTING
STANDARDS
As an AIM listed company we will adopt IAS for our
financial statements for the year ending 30 April 2008
and an evaluation of the impact of IAS will be
commenced in the coming year.
Julie Hale
Group Finance Director
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 ten BOARD OF DIRECTORS AND ADVISORS
DIRECTORS
P Bates
MG Collins
PG Ellis
JK Hale
ML Japhet
M Pendle
FJ Rahmatallah
M Wood (appointed 12 July
2005)
SECRETARY
JK Hale
AUDITORS
KPMG Audit Plc
1 The Embankment
Neville Street
Leeds LS1 4DW
PRINCIPAL BANKERS
Royal Bank of Scotland plc
Regents House
42 Islington High Street
London N1 8XL
HSBC Bank plc
33 Park Row
Leeds LS1 1LD
Lloyds TSB Bank plc
1st Floor
31-32 Park Row
Leeds LS1 5JD
BROKER AND
NOMINATED ADVISOR
Teather & Greenwood Limited
Beaufort House
15 St Botolph Street
London EC3A 7QR
FINANCIAL PR ADVISOR
Buchanan Communications Limited
3 The Courtyard
Thorpe Lane
Guiseley
Leeds LS20 8LG
REGISTRAR
Computershare Investor Services plc
PO Box 82
The Pavilions
Bridgewater Road
Bristol BS99 7NH
REGISTERED OFFICE
Mowbray House
Mowbray Square
Harrogate
North Yorkshire
HG1 5AU
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 eleven DIRECTORS’ REPORT
The Directors present their report and the audited
accounts of the group for the year ended 30 April 2005.
PRINCIPAL ACTIVITY AND BUSINESS REVIEW
The principal activity of the group is the provision of
access to UK general insurance markets on behalf of
network Members, facilitating the conclusion of
insurance transactions between these parties and the
acquisition and management of general insurance
intermediaries. The group also provides advisory,
compliance, training and other services to insurance
intermediaries.
GROUP RECONSTRUCTION
On 22 March 2004 Broker Network Holdings plc ("the
company") acquired The Broker Network Limited in a
share for share exchange. The restructuring has been
accounted for as a capital reorganisation and for the
years ended 30 April 2004 and 2005 merger
accounting principles have been applied as if the
company had always been the holding company of
the group.
RESULT AND DIVIDENDS
The profit on ordinary activities before tax was £1.3m
(2004: £0.8m).
The profit before goodwill amortisation and tax for the
period was £1.8m (2004: £0.7m).
The Directors do not recommend the payment of a
dividend.
DIRECTORS AND DIRECTORS' INTERESTS
The Directors who held office during the year were as
follows:
FJ Rahmatallah Non-executive Chairman
PG Ellis Chief Executive
JK Hale Group Finance Director
MG Collins Deputy Chief Executive
P Bates Non-executive Director
ML Japhet Non-executive Director
M Pendle Non-executive Director
Details of Directors' service contracts and the interests
of the Directors in the shares of the company and in
options over such shares are disclosed in the
Remuneration Committee Report on pages 16 to 18.
At the forthcoming Annual General Meeting all of the
current directors will retire in accordance with the
company's Articles of Association and, being eligible,
will offer themselves for re-election.
POLITICAL AND CHARITABLE CONTRIBUTIONS
Donations of £2,450 were made to charities during
the period. The group made no political contributions
during the period.  
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 twelve Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 thirteen
SUBSTANTIAL SHAREHOLDINGS
The company has been informed that on 12 July 2005 the following shareholders held substantial holdings of the
issued ordinary shares of the company.
GOING CONCERN 
The Directors confirm that they are satisfied that the company and the group have adequate resources to continue
in business for the foreseeable future. For this reason, they have adopted the going concern basis in preparing the
accounts.
CREDITOR PAYMENT POLICY
The group's strategy is to develop mutually beneficial relationships with key suppliers. The group's policy in relation
to all of its suppliers is to settle the terms of the transaction and to abide by those terms, provided that it is satisfied
that the supplier has provided the goods or services in accordance with the agreed terms and conditions.
The average number of days' purchases outstanding for payment by the group was 31 days.
ANNUAL GENERAL MEETING
The Annual General Meeting will be held on 10 August at 2.00pm at Rudding Park, Follifoot, Harrogate, North
Yorkshire HG3 1JH
AUDITORS
In accordance with Section 384 of the Companies Act 1985, a Resolution for the re-appointment of KPMG Audit
Plc as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
This report was approved by the Board on 12 July 2005.
By order of the Board
JK Hale
Secretary
Mowbray House
Mowbray Square
Harrogate
North Yorkshire
HG1 5AU
Holding o of o ordinary s shares Issued s share c capital
number %
Capricorn 4,261,200 28.29
PG Ellis 2,025,000 13.44
P Bates 1,930,000 12.81
JP Morgan Fleming 1,408,450 9.35
D Belgian 1,250,000 8.30 CORPORATE GOVERNANCE
COMPLIANCE STATEMENT
The group is not required to comply with the
provisions of the June 1998 Combined Code on
Corporate Governance ("the Combined Code") and
the 'Revised Code' for reporting periods commencing
on or after 1 November 2003. The Board of Directors
recognises the importance of, and is committed to,
ensuring that effective corporate governance
procedures relevant to smaller listed groups are in
place. The Board agrees with the principals of the
Revised Code and continues to work towards
obtaining substantial compliance with the Code. The
commentary below outlines the group’s achievements
during the year ended 30 April 2005.
INTERNAL CONTROL AND
RISK MANAGEMENT PROCESS
Following flotation in May 2004, the Board began the
process of identifying, evaluating and managing the
risks faced by the group. This included the compilation
of a group risk register which encompasses an
assessment of the internal controls in place to mitigate
the identified risks and their effectiveness. This analysis
is reviewed regularly by the group's senior
management and every 6 months by the Audit
Committee.
The Board of Directors has reviewed the need for an
internal audit function and has concluded that, given
the size and risk profile of the group, appropriate
resource from within the business will be allocated to
carry out specific risk-based reviews.
THE BOARD
Details of the changes in Directors in the year are
provided in the Directors' Report on page 12 to 13. At
30 April 2005 the Board comprised 3 executive
Directors, 3 non-executive Directors and 1 non-
executive Chairman. Two of the non-executive
members of the Board are considered by the Board to
be independent of the company and the group. Each
non-executive possesses considerable outside
expertise and is able to exercise detached judgement
in dealing with matters before the Board. The Board
considers that the current composition provides a
reasonable level of independence.
The Board, which met 5 times between flotation in
May 2004 and 30 April 2005, is responsible for the
overall strategy and financial performance of the
group and has a formal schedule of matters required
for approval. Each Board meeting is preceded by a
clear agenda and any relevant information is provided
to Directors in advance of the meeting.
All directors are required to submit themselves for re-
election at an Annual General Meeting if they were
not elected or re-elected at either of the two preceding
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 fourteen Annual General Meetings. Therefore directors
appointed during the period are required to seek re-
election at the first Annual General Meeting following
their appointment.
BOARD PERFORMANCE
The Board has determined that a formal review of
Board performance is appropriate and is to be
undertaken.
AUDITOR INDEPENDENCE 
In order to safeguard the objectivity and
independence of the company's external auditors, the
Audit Committee keeps under review the nature and
extent of any non-audit services supplied in order to
balance the maintenance of objectivity and value for
money.
PRINCIPAL BOARD COMMITTEES
The Board has established the following committees:
• Remuneration Committee. The Committee
currently comprises P Bates and M Pendle and is
chaired by F Rahmatallah. The Remuneration
Committee is responsible for reviewing and
recommending all the elements of policy on the
Board's and senior executives' remuneration and
for approving all matters relating to the
remuneration of executive Directors. It meets
formally at least quarterly. The Remuneration
Committee report on pages 16 to 18 contains a
detailed description of remuneration and
applicable policies.
• Audit Committee. The committee comprises P
Bates and M Pendle and is chaired by F
Rahmatallah. The Audit Committee assists the
Board in fulfilling its oversight responsibilities,
primarily in reviewing and reporting financial and
non-financial information communicated to
shareholders, systems of internal control and risk
management and the audit process. It has the
power to call for information from management
and to consult directly with the auditors or other
advisors as considered appropriate. The
Committee operates under written terms of
reference and is scheduled to meet at least twice a
year with the group's auditors. The Committee is
responsible for the independent monitoring of the
effectiveness of the systems of internal control,
compliance, accounting policies and published
financial statements on behalf of the Board. This is
achieved primarily through a review of the annual
financial statements and a review of the nature and
scope of the external audit. Any significant findings
or identified risks are examined so that appropriate
action may be taken. The Committee is also
responsible for keeping under review the
independence and objectivity of the external
auditors, including a review of non-audit services
provided to the group, consideration of any
relationships with the group that could affect
independence and seeking written confirmation
from auditors that, in their professional judgement,
they are independent.
RELATIONS WITH SHAREHOLDERS
The group encourages the participation of both
institutional and private investors. Communication
with private individuals is maintained through the
Annual General Meeting, annual and interim reports,
investor newsletters and press releases.
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 fifteen REMUNERATION COMMITTEE REPORT
INTRODUCTION
The following report provides information relating to the pay and benefits policy for the company's directors.
MEMBERS OF THE REMUNERATION COMMITTEE
Details relating to the Remuneration Committee can be found in the Corporate Governance section of the annual
report on pages 14 to 15.
The Committee meets during the year to determine all aspects of the remuneration of the executive Directors. The
remuneration of the non-executive Directors is determined by the Board as a whole.
REMUNERATION POLICY
The Committee believes remuneration levels should be competitive and set at a level to attract, retain and motivate
executive Directors. The group makes contributions to Group personal pension schemes on behalf of executive
Directors.
DIRECTORS’ INTERESTS
The directors who held office at the end of the financial year had the following interests in the ordinary shares of
group companies according to the registrar of directors' interests:
Company Class o of S Share Interest a at y year e end I Interest a at s start
of y year o or d date
of a appointment
PG Ellis Broker Network Holdings plc Ordinary 2,025,000 2,025,000
P Bates Broker Network Holdings plc Ordinary 1,930,000 1,930,000
MG Collins Broker Network Holdings plc Ordinary 300,000 300,000
None of the other directors who held office at the end of the financial year had any disclosable interest in the shares
of group companies.
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 sixteen EMI SHARE OPTIONS
On 18 December 2001 and on 13 November 2003, The Broker Nework Limited granted options the majority of
which are expected to qualify for relief under the Enterprise Management Incentive Scheme under the Income Tax
(Earning and Pensions) Act 2003, to JK Hale and MG Collins respectively.
Approximately 1,000 of MG Collins' options were granted under an unapproved scheme as the limits for the
Enterprise Management Incentive Scheme were exceeded.
The options were granted under individual option agreements and the option agreements were in similar form. The
following paragraphs summarise the key provisions of the original option agreements:
1. Option price and amount
Each option is in respect of 6,000 B ordinary shares of £1 each in The Broker Network Limited at an option
price of £10 per share for JK Hale and £20 per share for MG Collins, subject to adjustment in the event of any
subsequent variation of share capital.
2. Exercise of Option Period
Subject to the terms of the option agreement, the options may be exercised on the occurrence of an event as
outlined in section 3 within a period commencing with the date of grant and ending on the 10th anniversary of
the date of grant.
3. Exercise of Options
The option may be exercised on a sale or listing, or within 40 days of the occurrence of a disqualifying event,
or on a change of control of grantor company, or within three months of ceasing to hold office or employment
with a Group company where termination of employment occurs as a result of ill-health, injury, disability or
redundancy within the meaning of the Employment Rights Act 1996, or within six months of the death of the
option holder.
4. Cessation of employment
If a participant ceases to be employed by a Group company, the options will lapse unless the grantor company
in its absolute discretion determines otherwise. If the cessation occurs as a result of ill-health, injury, disability or
redundancy, the option may be exercised within 3 months of the date of cessation and, if not so exercised, these
will lapse. Where cessation of employment occurs as a result of the death of the option holder, the options may
be exercised within 6 months of the date of death and, if not so exercised, will lapse.
5. Change of control
In the event of a change in control of grantor company as a result of a take-over or reconstruction, then (as an
alternative to the exercise of the options) participants may, if the acquiring company agrees, release their options
in exchange for options over shares in the acquiring company.
6. Variation of share capital
In the event of a variation of the ordinary share capital of The Broker Network Limited, the option price of the
shares under option and/or the number of such shares may be adjusted with the confirmation in writing of the
auditors (except in the case of a capitalisation issue) that such adjustment is fair and reasonable.
7. EMI Relief
Provided the Enterprise Management Incentive Scheme options retain their qualifying status, no income tax or
national insurance contributions will arise when the options are exercised. On the exercise of the unapproved
options granted to MG Collins, income tax and national insurance contributions will arise upon the difference
between the market value of the shares at the date of exercise and the price paid for those shares.
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 seveneteen Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 eighteen
ADJUSTMENT TO OPTION AGREEMENTS
The company agreed at the time of the acquisition of The Broker Network Limited to exchange the options referred
to above for options over ordinary shares in Broker Network Holdings plc on similar terms and conditions. All
references in the option agreements to "The Broker Network Limited" now include references to Broker Network
Holdings plc. The number of shares under option and the option price were adjusted to reflect the new share capital
following the company's listing on AIM. Following this adjustment JK Hale and MG Collins each have options in
respect of 300,000 Ordinary shares at option prices of 20p and 40p respectively. The option period remains
unchanged.
Total Directors' pay and benefits in kind in the period
PENSIONS
The following directors have received contributions to Group personal pension schemes in the period:
DIRECTORS' CONTRACTS
Details of service agreements in place for the current directors are as follows:
Salary/fees Benefits i in k kind 2005
£000 £000 Total £ £000
Executive D Directors
PG Ellis 110 8 118
JK Hale 84 9 93
MG Collins 96 1 97
Non-e executive D Directors
P Bates 8 - 8
F Rahmatallah 19 - 19
M Japhet - - -
M Pendle 10 - 10
Contributions p paid o or p payable i in t the Amount o of c company c contribution
period b by t the c company accrued/(prepaid) a at y year e end
2005 2005
£000 £000
PG Ellis 6 -
JK Hale 4 -
Date o of c contract Term Notice p period
PG Ellis 1 March 2004 Continuous subject to the notice period 12 months
JK Hale 1 March 2004 Continuous subject to the notice period 6 months
MG Collins 1 March 2004 Continuous subject to the notice period 6 months
P Bates 17 March 2004 3 years -
F Rahmatallah 17 March 2004 3 years -
M Japhet 1 March 2004 3 years -
M Pendle 17 March 2004 3 years - STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Company law requires the Directors to prepare
financial statements for each financial year which give
a true and fair view of the state of affairs of the
company and group, and of the profit or loss for that
period. In preparing those financial statements, the
Directors are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and estimates that are
reasonable and prudent;
• state whether applicable accounting standards
have been followed, subject to any material
departures disclosed and explained in the financial
statements;
• prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the group will continue in business.
The Directors are responsible for keeping proper
accounting records which disclose with reasonable
accuracy at any time the financial position of the
company and to enable them to ensure that the
financial statements comply with the Companies Act
1985. They have general responsibility for taking such
steps as are reasonably open to them to safeguard the
assets of the group and to prevent and detect fraud
and other irregularities. 
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 nineteen Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 twenty
REPORT OF THE INDEPENDENT AUDITORS
TO THE MEMBERS OF BROKER NETWORK
HOLDINGS PLC
We have audited the financial statements on pages 21 to 36.
This report is made solely to the company's members, as a
body, in accordance with section 235 of the Companies Act
1985. Our audit work has been undertaken so that we might
state to the company's members those matters we are required
to state to them in an auditor's report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company and
the company's members as a body, for our audit work, for this
report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND
AUDITORS
The Directors are responsible for preparing the Directors'
report and, as described on page 19, the financial
statements in accordance with applicable United Kingdom
law and accounting standards. Our responsibilities, as
independent auditors, are established in the United
Kingdom by statute, the Auditing Practices Board and by our
profession's ethical guidance. 
We report to you our opinion as to whether the financial
statements give a true and fair view and are properly
prepared in accordance with the Companies Act 1985. We
also report to you if, in our opinion, the Directors' report is
not consistent with the financial statements, if the company
has not kept proper accounting records, if we have not
received all the information and explanations we require for
our audit, or if information specified by law regarding
directors' remuneration and transactions with the group is
not disclosed. 
We read the other information accompanying the financial
statements and consider whether it is consistent with those
statements. We consider the implications for our report if we
become aware of any apparent misstatements or material
inconsistencies with the financial statements.
BASIS OF AUDIT OPINION
We conducted our audit in accordance with Auditing
Standards issued by the Auditing Practices Board. An audit
includes examination, on a test basis, of evidence relevant to
the amounts and disclosures in the financial statements. It
also includes an assessment of the significant estimates and
judgements made by the Directors in the preparation of the
financial statements, and of whether the accounting policies
are appropriate to the group's circumstances, consistently
applied and adequately disclosed. 
We planned and performed our audit so as to obtain all the
information and explanations which we considered
necessary in order to provide us with sufficient evidence to
give reasonable assurance that the financial statements are
free from material misstatement, whether caused by fraud or
other irregularity or error. In forming our opinion we also
evaluated the overall adequacy of the presentation of
information in the financial statements.  
OPINION
In our opinion the financial statements give a true and fair
view of the state of affairs of the company and the group as
at 30 April 2005 and of the profit of the group for the year
then ended and have been properly prepared in accordance
with the Companies Act 1985. 
KPMG Audit Plc 12 July 2005
Chartered Accountants 
Registered Auditor Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 twenty one
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 30 April 2005
Acquisitions Total Total
Note 2005 2005 2005 2004
£000 £000 £000 £000
Gross c commission r receivable ( (unaudited) 40,968 - 40,968 35,473
Turnover 2 5,922 1,668 7,590 4,670
Administrative expenses (4,900) (1,711) (6,611) (4,061)
Operating p profit/(loss) 2,3 1,022 (43) 979 609
Net interest receivable 336 148
Profit o on o ordinary a activities b before t taxation 1,315 757
Tax on profit on ordinary activities 6 (274) (189)
Profit a after t tax 1,041 568
Minority i interests - e equity 22 (4) (3)
Retained p profit f for t the f financial p period 1,037 565
Earning p per s share 
- b basic 23 6.93p 4.99p
- d diluted 23 6.75p 4.82p
All of the activities during the current and preceding years relate to continuing operations of the group.
The group has no recognised gains or losses other than the results above and, therefore, no separate statement of
total recognised gains and losses has been presented.
There is no difference between the profit on ordinary activities before taxation and the profit retained for the financial
year stated above, and their historical cost equivalents.
Gross commission receivable is a memorandum entry and represents the gross commission receivable by the
Members of the Group's subsidiary, The Broker Network Limited. Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 twenty two
CONSOLIDATED BALANCE SHEET
These financial statements were approved by the Board of Directors on 12 July 2005 and were signed on its behalf by:
JK Hale, Director PG Ellis, Director
at 30 April 2005
Note 2005 2004
£000 £000
Fixed a assets
Intangible assets 7 2,675 1,298
Tangible assets 8 491 262
3,166 1,560
Current a assets
Debtors 10 10,657 12,141
Insurance broking account 8,640 7,200
Cash at bank and in hand 2,308 367
21,605 19,708
Creditors: a amounts f falling d due w within o one y year 11 (18,821) (19,096)
Net c current a assets 2,784 612
Total a assets l less c current l liabilities 5,950 2,172
Creditors: a amounts f falling d due a after m more t than o one y year 12 (1,106) (560)
Provision f for l liabilities a and c charges 13 (24) (3)
Net a assets 4,820 1,609
Capital a and r reserves
Called up share capital 14 301 226
Share premium account 15 2,095 -
Merger reserve 15 454 454
Profit and loss account 15 1,954 917
Equity s shareholders' f funds 4,804 1,597
Minority interests 22 16 12
4,820 1,609 Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 twenty three
COMPANY BALANCE SHEET
Note 2005
£000
Fixed a assets
Investments 9 956
956
Current a assets
Debtors 10 1,254
Cash at bank and in hand 2,035
3,289
Creditors: a amounts f falling d due w within o one y year 11 (1,879)
Net c current a assets 1,410
Total a assets l less c current l liabilities 2,366
Net a assets 2,366
Capital a and r reserves
Called up share capital 14 301
Share premium account 15 2,095
Profit and loss account 15 (30)
Equity s shareholders' f funds 2,366
These financial statements were approved by the Board of Directors on 12 July 2005 and were signed on its behalf by:
JK Hale, Director PG Ellis, Director
at 30 April 2005 Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 twenty four
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 30 April 2005
Note 2005 2004
£000 £000
Net c cash i inflow f from o operating a activities 19 803 595
Returns o on i investment a and s servicing o of f finance
Interest receivable 336 148
Net c cash i inflow f from r returns o on i investment a and s servicing o of f finance 336 148
Capital e expenditure a and i investment
Purchase of tangible fixed assets (380) (123)
Proceeds on sale of tangible fixed assets - 24
Net c cash o outflow f from c capital e expenditure a and i investment (380) (99)
Acquisitions a and d disposals
Purchase of subsidiary undertakings and broker businesses 20 (585) (704)
Deferred consideration paid in the year (106) -
Net c cash o outflow f from a acquisitions a and d disposals (691) (704)
Corporation t tax p paid (297) (123)
Financing
Issue of ordinary share capital  2,170 -
Increase/(decrease) i in n net c cash 21 1,941 (183)
2005 2004
£000 £000
Increase/(decrease) i in c cash i in t the p period 1,941 (183)
Movement i in n net d debt i in t the p period 1,941 (183)
Net debt at start of period 367 550
Net d debt a at e end o of p period 2,308 367
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 twenty five
NOTES 
1 ACCOUNTING POLICIES
The following accounting policies have been applied consistently in dealing with items which are considered material in
relation to the group’s financial statements except as noted below.
Basis of preparation
The financial statements have been prepared in accordance with applicable accounting standards and under the historical
cost accounting rules.
Group reorganisation
On 22 March 2004 Broker Network Holdings plc ("the company") acquired The Broker Network Limited in a share for
share exchange. The restructuring has been accounted for as a capital reorganisation and for the years ended 30 April
2004 and 2005 merger accounting principles have been applied as if the company had always been the holding
company of the group.
Under merger accounting principles, the share capital and share premium of The Broker Network Limited have been
eliminated on consolidation. The difference between the aggregate nominal value of the new ordinary shares issued by
the company and the called up share capital and share premium of The Broker Network Limited of £454,322 has been
transferred to other reserves.
The company was incorporated on 16 February 2004 and its results relate to its first accounting period, 13 months ended
April 2005. As such no comparatives are provided.
Basis of consolidation
The group financial statements include the financial statements of the company and its subsidiary undertakings made up
to 30 April 2005. All financial statements are prepared on a uniform basis throughout the group.
The acquisition method of accounting has been adopted, unless otherwise stated. As outlined above, merger accounting
has been adopted in relation to the creation of a new holding company in 2004. Under the acquisition method of
accounting, the results of subsidiary undertakings acquired and disposed of in the year are included in the consolidated
profit and loss account from the date of acquisition or up to the date of disposal.
Under section 230(4) of the Companies Act 1985 the company is exempt from the requirements to present its own profit
and loss account.
Turnover
Turnover represents commissions received on the arrangement of the settlement of insurance policies and levies made on
satellite operatives. Turnover is recognised when it falls due.
(forming part of the financial statements) Interest Income
Interest income on cash flows arising from insurance broking debtors and creditors is recognised as earned.
Goodwill and negative goodwill
Purchased goodwill (representing the excess of the fair value of the consideration given over the fair value of the separable
net assets acquired) arising on consolidation and business combinations in respect of acquisitions since 1 January 1998
is capitalised. Positive goodwill is amortised to nil by equal annual instalments over its estimated useful life.
On the subsequent disposal or termination of a business acquired since 1 January 1998, the profit or loss on disposal or
termination is calculated after charging (crediting) the unamortised amount of any related goodwill (negative goodwill).
Insurance transactions
Insurance transactions arise from the settlement of transactions with insurance companies on behalf of satellite insurance
intermediaries who are Members of the network. A debtor balance representing amounts owing from individual customers
is recognised when the Member arranges a policy, along with a creditor balance representing amounts due to the ultimate
insurance provider and commissions earned by the intermediary and Broker Network. That element of commission earned
by Broker Network is recognised in the profit and loss account at the time the policy is arranged.
Insurance broking debtors and creditors are reported in accordance with the requirements of Financial Reporting Standard
5, 'Reporting the Substance of Transactions'. The standard precludes assets and liabilities being offset unless net settlement is
legally enforceable and as a result the insurance broking debtors and creditors have been shown as the gross amounts due
in respect of each contract, instead of the net amount due to or from clients and underwriters.
The insurance broking account relates to money held by the group in a client money account for future settlement of
insurance transactions.
Fixed asset investments
Fixed asset investments are stated at cost less provisions for impairment. A provision for impairment is made to the extent
that, in the Directors' view, the carrying amounts exceeds the recoverable amount of the fixed asset investment.
Tangible fixed assets
Tangible fixed assets are stated at cost.
Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its
expected useful life, as follows:
Office equipment 15% straight line
Motor vehicles 25% straight line
Computer equipment 25% straight line
Taxation
The charge for taxation is based on the result for the period at current rates of tax and takes into account deferred taxation.
Deferred taxation has been recognised as a liability or asset if transactions have occurred at the balance sheet date that
give rise to an obligation to pay more taxation in future, or a right to pay less taxation in future. An asset is not recognised
to the extent that the transfer of economic benefits in future is uncertain. Deferred tax assets and liabilities recognised have
not been discounted.
Leasing
Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of
the leases.
Pension arrangements
The company operates a group personal pension plan, a defined contribution scheme. The pension cost is the amount
of contributions payable in respect of the accounting period. The company provides no further post retirement benefits to
its employees.
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 twenty six Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 twenty seven
Network S Services a and Retail I Insurance B Broking Total
Wholesale I Insurance B Broking
2005 2004 2005 2004 2005 2004
£000 £000 £000 £000 £000 £000
Turnover
Total sales 5,634 4,522 2,119 148 7,753 4,670
Inter-segment sales (163) --- (163) -
Sales to third parties 5,471 4,522 2,119 148 7,590 4,670
Operating p profit/(loss) b before
goodwill a amortisation 1,295 621 169 15 1,464 636
Goodwill amortisation - - (485) (27) (485) (27)
Operating p profit/(loss) 1,295 621 (316) (12) 979 609
Net interest 336 148-- 336 148
Profit/(loss) b before t taxation 1,631 769 (316) (12) 1,315 757
Segmental n net a assets 1,314 825 1,471 784 2,785 1,609
Unallocated net assets 2,035 -
Total n net a assets 4,820 1,609
2005 2004
£000 £000
Operating p profit i is s stated a after c charging:
Auditors' remuneration:
- for audit services - Group 30 21
- for audit services - Company 3 -
- for non audit services 7 5
Loss on disposal of fixed assets - 24
Amortisation of goodwill 485 27
Depreciation - owned fixed assets 165 127
All of the group's operations are based in the UK. The table below sets out information for each of the group's
industry segments.
Unallocated net assets relate to cash balances held within the company's balance sheet, which predominantly relate
to proceeds from the issue of shares at flotation. 
2 SEGMENTAL INFORMATION
3 OPERATING PROFIT Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 twenty eight
The group had an average of 146 (2004: 92) employees during the year employed within the following divisions:
The group made contributions to a defined contribution pension scheme in respect of two (2004: two) directors.
Aggregate emoluments and benefits include amounts paid to the highest paid director, as follows:
2005 2004
£000 £000
Wages and salaries 3,120 2,203
Social security costs 327 230
Pension costs 37 32
3,484 2,465
4 EMPLOYEE INFORMATION
2005 2004
£000 £000
Aggregate emoluments 345 388
Pension contributions 10 9
355 397
2005 2004
£000 £000
Aggregate emoluments 118 107
Pension contributions 6 5
5 DIRECTOR’S EMOLUMENTS
No o of E Employees
2005 2004
£000 £000
Network Services and Wholesale Insurance Broking 94 86
Retail Insurance Broking 52 6
146 92 Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 twenty nine
(b) Factors affecting tax charge for period
The tax assessed for the period is lower than the standard rate of corporation tax in the UK (30%). The differences
are explained below:
2005 2004
£000 £000
Corporation tax - prior years - 8
Corporation tax - current year  253 193
253 201
Deferred tax  21 (12)
274 189
2005 2004
£000 £000
Profit on ordinary activities before tax 1,315 757
Profit on ordinary activities multiplied by standard rate of corporation tax (30%) 395 227
Effects of:
Expenses not deductible for tax purposes 73 14
Capital allowances for the period (in excess of)/less than depreciation (21) 12
Utilisation of tax losses not brought to account - (60)
Realisation of deferred tax asset previously not brought to account (194) -
Prior year adjustment - 8
Current tax charge for the period 253 201
6 TAX ON PROFIT ON ORDINARY ACTIVITIES
7 INTANGIBLE FIXED ASSETS
(a) Analysis of charge in period
Group Goodwill
£000
Cost
At 1 May 2004 1,325
Acquisitions 1,862
At 30 April 2005 3,187
Amortisation 
At 1 May 2004 27
Charged in the year 485
At 30 April 2005 512
Net book value
At 3 30 A April 2 2005 2,675
At 30 April 2004 1,298
The Directors consider each acquisition separately for the purpose of determining the amortisation period of any
goodwill that arises.
The period of amortisation of goodwill arising on acquisitions to date has been set at 5 years. The Directors believe that
this period reasonably reflects the period of benefits that the group will derive from the goodwill arising on acquisitions. Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 thirty
8 TANGIBLE FIXED ASSETS
Group Office Computer Motor
equipment equipment vehicles Total
£000 £000 £000 £000
Cost  
At 1 May 2004 172 568 - 740
Additions 18 340 22 380
Acquisitions 14--14
At 30 April 2005 204 908 22 1,134
Accumulated depreciation
At 1 May 2004 111 367 - 478
Charge for period 21 139 5 165
At 30 April 2005 132 506 5 643
Net book value
At 3 30 A April 2 2005 72 402 17 491
At 30 April 2004 61 201 - 262
9 FIXED ASSET INVESTMENTS
Country o of Principal Class a and
incorporation activity percentage
of s shares h held
Group Company
Subsidiary undertakings
Broker Network Limited United Kingdom Insurance related services 100 100
Broker Network  United Kingdom Retail Insurance Broking 100 100
Insurance Brokers Limited
Donaldson Meigh Limited United Kingdom Non trading 100 100
Sharples and Co. Limited United Kingdom Retail Insurance Broking 76 76
London Broking Services Limited United Kingdom Wholesale Insurance Broking 100 100
Redbox Systems Limited United Kingdom IT Application developer 100 100
Company - i investments i in s subsidiary u undertakings 2005
£000
Cost
At incorporation -
Additions 956
At 3 30 A April 2 2005 956
Group
The undertakings in which the group's interest at the year end is more than 20% are as follows: Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 thirty one
10 DEBTORS
Group Company
2005 2004 2005
£000 £000 £000
Trade debtors 121 155 -
Prepayments and accrued income 294 167 -
Other debtors 1,632 707 -
Amounts owed by group undertakings - - 1,254
In relation to insurance transactions 8,610 11,112 -
10,657 12,141 1,254
11 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
2005 2004 2005
£000 £000 £000
Trade creditors 225 98 -
Taxation and social security 120 71 -
Other creditors 34 9 -
Accruals 348 359 -
Corporation tax 95 139 -
In relation to insurance transactions 17,251 18,312 -
Deferred consideration 748 108 -
Amounts owed to group undertakings - - 1,879
18,821 19,096 1,879
12 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Group Company
2005 2004 2005
£000 £000 £000
Deferred consideration 1,106 560 -
13 PROVISION FOR LIABILITIES AND CHARGES
Group Company
£000 £000
Deferred tax liability
At 1 May 2004 3 -
Charged to profit and loss account 21 -
At 3 30 A April 2 2005 24 -
£1,254,000 of amounts owed by group undertakings in respect of the company is due in greater than one year. Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 thirty two
14 CALLED UP SHARE CAPITAL
2005 2005 2004 2004
Number £000 Number £000
Authorised
Ordinary shares of 2p each 22,650,000 453 22,650,000 453
2005 2005 2004 2004
Number £000 Number £000
Allotted, called up and fully paid
Ordinary shares of 2p each 15,064,906 301 11,321,200 226
GROUP RECONSTRUCTION 
On 22 March 2004 Broker Network Holdings plc ("the company") acquired The Broker Network Limited in a share
for share exchange. The restructuring has been accounted for as a capital reorganisation and for the years ended
30 April 2004 and 2005 merger accounting principles have been applied as if the company had always been the
holding company of the group.
MOVEMENT IN BROKER NETWORK HOLDINGS PLC SHARE CAPITAL 
The company was incorporated on 16 February 2004 with authorised share capital of 50,000 ordinary shares of
£1 each and allotted share capital of 2 ordinary shares of £1 each.
On 17 March 2004, the 50,000 issued and unissued ordinary shares of £1 each in the company were converted
into, and redesignated as 25,000 A ordinary shares of £1 each and 25,000 B ordinary shares of £1 each.
On 17 March 2004, the authorised share capital of the company was increased from £50,000 to £453,000 by
the creation of an additional 75,000 A ordinary shares of £1 each, an additional 75,000 B ordinary shares of £1
each, 100,000 new C ordinary shares of £1 each and 153,000 non-voting ordinary shares of £1 each.
On 22 March 2004, the company allotted 78,999 A ordinary shares of £1 each, 58,699 B ordinary shares of £1
each, 72,701 C ordinary shares of £1 each and 16,023 non-voting ordinary shares of £1 each to the shareholders
of The Broker Network Limited as consideration of the entire issued share capital of The Broker Network Limited.
On 6 April 2004, the authorised share capital of 100,000 A ordinary shares of £1 each, 100,000 B ordinary shares
of £1 each, 100,000 C ordinary shares of £1 each and 153,000 non-voting ordinary shares of £1 each, were
each redesignated and subdivided into 50 ordinary shares of 2p each.
On 10 May 2004 the company issued 3,743,706 new ordinary shares of 2p each in a placing and offer for
subscription priced at 71p each and floated on AIM. Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 thirty three
14 CALLED UP SHARE CAPITAL (continued)
SHARE OPTIONS
On 18 December 2001, JK Hale was granted an option to subscribe for 6,000 shares at £10 per share. The option
commenced on 17 April 2001. Following the capital reorganisation in April 2004 the options were amended to
options to subscribe for 300,000 shares at 20p. The options are exercisable as follows:
Period a after c commencement d date No. o of s shares t that m may b be e exercised
Less than 12 months Nil
More than 12 months but less than 24 months 100,000
More than 24 months but less than 36 months 200,000
No options were exercised during the year.
On 13 November 2003, MG Collins was granted an option to subscribe for 6,000 shares at £20 per share. The
option commenced on 1 August 2002. Following the capital reorganisation in April 2004 the options were
amended to options to subscribe for 300,000 shares at 40p. The options are exercisable as follows:
Period a after c commencement d date No. o of s shares t that m may b be e exercised
Less than 12 months Nil
More than 12 months but less than 24 months 100,000
More than 24 months but less than 36 months 200,000
No options were exercised during the year.
15 RESERVES
Group Company
Share Profit Share Profit
premium Merger and l loss premium and l loss
account reserve account account account
£000 £000 £000 £000 £000
At 1 May 2004 - 454 917 - -
Retained profit/(unrecovered loss)
for the financial year - - 1,037 - (30)
Premium on issue of share capital 2,095 - - 2,095 -
At 3 30 A April 2 2005 2,095 454 1,954 2,095 (30)
16 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
Group Company
£000 £000
Opening equity shareholders’ funds 1,597 -
Retained profit/(unrecovered loss) for the financial year 1,037 (30)
Issue of share capital 2,170 2,396
Closing e equity s shareholders' f funds 4,804 2,366 Fair values have been assigned to the assets and liabilities acquired in the year on a provisional basis. 
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 thirty four
17 PENSIONS
18 OBLIGATIONS UNDER OPERATING LEASES
The pension charge for the year represents contributions payable to the group personal pension plan. The pension
charge for the year ending 30 April 2005 amounted to £31,756. No amounts were owing by or to the group at
the accounting period end, nor at the end of the previous year.
The company has no operating lease commitments. 
Group
2005 2005
Land a and b buildings Other
£000 £000
Within one year -5
Within two to five years - 116
After five years 68 -
68 121
19 CASH FLOW FROM OPERATING ACTIVITIES
2005 2004
£000 £000
Reconciliation of operating profit to net cash inflow:
Operating profit 979 609
Amortisation 485 27
Depreciation charge 165 127
Loss on disposal of fixed assets - 23
Increase in debtors (1,016) (294)
Increase in creditors 190 103
Net c cash i inflow f from o operating a activities 803 595
20 PURCHASES OF SUBSIDIARY UNDERTAKING AND BROKER BUSINESSES
£000
Net a assets p purchased
Fixed assets (book value and fair value) 14
Goodwill 1,862
1,876
Satisfied b by
Cash 585
Deferred consideration 1,291
1,876 Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 thirty five
21 ANALYSIS OF NET FUNDS
1 May Cashflow 30 A April
2004 2005
£000 £000 £000
Cash at bank and in hand 367 1,941 2,308
22 MINORITY INTERESTS
2005 2004
£000 £000
At beginning of year 12 9
Retained profit for year 4 3
At end of year 16 12
23 EARNINGS PER SHARE
24 POST BALANCE SHEET EVENT
Earnings p per s share Earnings W Weighted a average
2005 pence £000 No. o of s shares
Basic earnings per share 6.93 1,037 14,962,339
Diluted earnings per share 6.75 1,037 15.366,899
2004
Basic earnings per share 4.99 565 11,321,200
Diluted earnings per share 4.82 565 11,725,760
On 1 July 2005 the group purchased the entire share capital of Fraser Tennant Holdings Limited for a maximum
total consideration of £2.85m. The acquisition of Fraser Tennant Holdings Limited which comprises Denny
Insurances Services Ltd, of Stirling, Peacock Robertson Ltd, of Glasgow, and Fraser Tennant Ltd of Perth and Kelso,
was completed following approval of the Financial Services Authority.
This is the twelfth acquisition made by Broker Network, its seventh since it floated on AIM in May 2004 and its
second in Scotland.
The three sub companies will retain their separate trading identities in the local community, a key strategy of Broker
Network's acquisitions. The businesses will also continue to operate from their existing premises and all employees
will be retained. Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 thirty six
25 RELATED PARTY TRANSACTIONS
During the year the company supplied services to and purchased insurance from Ellis Bates & Company Limited, a
company indirectly controlled by Messrs Ellis and Bates. The total value of these services determined on an arms-
lengths basis was £47,887 (2004: £4,857) and a balance of £223 remained unpaid at 30 April 2005 (2004: £460).
During the year the company supplied services to and purchased insurance from Ellis Bates (Financial Services) Limited,
a company indirectly controlled by Messrs Ellis and Bates. The total value of these services determined on an arms
length basis was £nil (2004: £1,950) and a balance of £nil remained unpaid at 30 April 2005 (2004: £nil).
During the year the company purchased services from Ellis Bates Holdings Limited, a company controlled by Messrs
Ellis and Bates. The total value of these services determined on an arms-length basis was £3,572 (2004: £2,198)
and a balance of £nil remained unpaid at 30 April 2005 (2004: £725).
Mr Ellis' wife worked for the company during the year. Her emoluments received amounted to £12,816 (2004:
£11,251).
During the year, the company paid Andrew Hale Photography Limited, a company controlled by Mrs Hale's
husband, £1,297 for services provided as a photographer (2004: £650).
Ellis Bates & Company Limited was a trading Member of The Broker Network Limited throughout the year. The
company charged Ellis Bates & Company Limited £11,099 during the year for support services.(2004: £3,333). NOTICE OF THE 2005
ANNUAL GENERAL MEETING
Broker Network Holdings plc
(Company Number 05044510)
(the "Company")
Notice is hereby given that an Annual General Meeting of the Company will be held at Rudding Park, Follifoot, Harrogate,
North Yorkshire, HG3 1JH on 10 August 2005 at 14.00 for the following purposes:
Ordinary Business
1. To receive the accounts of the Company for the year ended 30 April 2005 together with the Directors' report and the
Auditors' report ended 30 April 2005.
2. To approve the report to the shareholders on directors' remuneration and related matters contained in the Report and
Accounts for the year ended 30 April 2005. 
3. To re-elect as a Director P Bates who retires as a Director in accordance with the Company's articles of association.
4. To re-elect as a Director MG Collins who retires as a Director in accordance with the Company's articles of association.
5. To re-elect as a Director PG Ellis who retires as a Director in accordance with the Company's articles of association.
6. To re-elect as a Director JK Hale who retires as a Director in accordance with the Company's articles of association.
7. To re-elect as a Director ML Japhet who retires as a Director in accordance with the Company's articles of association.
8. To re-elect as a Director M Pendle who retires as a Director in accordance with the Company's articles of association.
9. To re-elect as a Director FJ Rahmatallah who retires as a Director in accordance with the Company's articles of
association.
10. To re-elect as a Director M Wood who retires as a Director in accordance with the Company's articles of association.
11. To re-appoint KPMG Audit PLC as auditor and authorise the Directors to determine its remuneration.
12. To propose the following as an ordinary resolution:
That the rules of the Broker Network Holdings plc Long Term Incentive Plan ("LTIP"), (the main features of which are
summarised in Appendix 1) be approved and adopted, and that the Directors be authorised to do all acts and things as
they consider necessary or expedient for the purposes of implementing and giving effect to this resolution.
13. To propose the following as an ordinary resolution:
That the terms of the trust deed between Broker Network Holdings plc and Broker Network Holdings (Trustee) Limited
(the main features of which are summarised in Appendix 2) be approved and the trust established and that the Directors
be authorised to do all acts and things as they consider necessary or expedient for the purposes of implementing and
giving effect to this resolution."
Registered Office: Mowbray House, Mowbray Square, Harrogate, North Yorkshire, HG1 5AU
BY ORDER OF THE BOARD Julie Hale, Group Finance Director and Company Secretary, 12 July 2005
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 thirty seven Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 thirty eight
1. The proxy need not be a member of the Company
2. If you do not indicate how you wish your proxy to vote on any resolution the proxy will vote as he/she thinks fit
or at his/her discretion abstain from voting.
3. In the case of joint holders, the vote of any one holder will be accepted but the vote of the senior who tenders
a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders,
and for this purpose seniority will be determined by the order in which the names stand in the register in respect
of the share.
4. In the case of a corporation the Form of Proxy must be under its common seal or under the hand of a duly
authorised officer or attorney.
5. To be effective the Form of Proxy must be lodged with the Company's Registrar, Computershare Investor Services
PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8FB to arrive no later than 14.00 on 8 August 2005,
together, if appropriate with the power of attorney or other authority under which it is signed or a duly certified
copy of such power.
6. Any alteration made in the form of this proxy should be initialled.
7. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company gives notice that only
those shareholders entered on the registrar of members of the Company at the close of business on 8 August
2005 will be entitled to attend and to vote at the aforesaid meeting in respect of the number of shares registered
in their name at that time.  Changes in the entries on the register after the close of business on 8 August 2005
will be disregarded in determining the rights of any person to attend or vote at the meeting.
8. The return of this form of proxy will not prevent a member from attending the meeting and voting in person.
9. The following documents will be available for inspection at the registered office of the Company during normal
business hours on any weekday (Saturdays and public holidays excepted) until the date of the meeting and on
10 August 2005 at Rudding Park, Follifoot, Harrogate, North Yorkshire, HG3 1JH until the conclusion of the
meeting:
a. Copies of the directors' service contracts; and
b. The register of the directors' interests in the share capital of the Company. APPENDIX 1: SUMMARY OF THE BROKER
NETWORK HOLDINGS PLC LONG TERM
INCENTIVE PLAN (THE "PLAN")
1 The Board of Directors of the Company
recommended the adoption of the Plan on 27 May
2005 and the Board of Directors of Broker
Network Holdings (Trustee) Limited (as trustee of
the Broker Network Incentive Trust (the "Trust")) (the
"Trustee") approved the establishment of the Plan
by resolution dated 27 May 2005 in exercise of its
powers under Clause 4 of the trust deed between
the Company and the Trustee dated 27 May 2005
(the "Trust Deed").
The establishment of the Plan is subject to approval by
the shareholders of the Company in general meeting
(see Notice of AGM, resolution 12).
2 The Plan is intended to reward and influence
performance of senior management within the
Company and will be operated in conjunction with
the Trust (details of which are contained in
appendix 2). The Rules of the Plan set out the basis
for the grant of Awards under the Plan. The key
features of the Rules are summarised below.
GRANT OF AWARDS
The Trustee may (i) within the period of 42 days
following approval of the Plan by the Company's
shareholders in general meeting; or (ii) within the
period of 42 days following the preliminary
announcement to the London Stock Exchange of the
Company's annual results, resolve to make Awards to
"Eligible Employees" (on the recommendation and with
the consent of the Company's remuneration
committee).  Eligible Employees are individuals who,
as at the date on which the Award is made, are
employees or former employees of the Company (or
one of its group companies).
The Trustee may in its discretion determine that a
proportion of the amount or value of an Award shall
be paid to a Participant in cash immediately. It is
intended that one quarter of the amount or value of an
Award will be so paid in cash. To the extent that the full
amount or value of an Award is not paid in cash, it
shall take the form of shares at nil cost ("Restricted
Shares") which will be subject to forfeiture in the event
that the Participant ceases to be an employee or
director of any group company.
The intention is that generally the Restricted Shares will
(subject to Rules 5 (Termination of Employment) and 6
(Takeover, Reconstruction and Winding Up)) be subject
to forfeiture as follows:
(a) in the event that a Participant ceases to be an
employee or director of any group company at
any time during the period commencing on the
date of the Award ("Award Date") and ending
on the first anniversary of the Award Date
he/she will forfeit all the Restricted Shares;
(b) in the event that a Participant so ceases at any
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 thirty nine Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 forty
time during the period commencing on the Award Date and ending on the second anniversary of the Award
Date he/she will forfeit two thirds of the Restricted Shares;
(c) in the event that a Participant so ceases at any time during the period commencing on the Award Date and
ending on the third anniversary of the Award Date he/she will forfeit one third of the Restricted Shares.
Participants shall agree that any Restricted Shares shall remain registered in the name of the Trustee until such time
as such shares cease to be subject to forfeiture, at which time the Trustee will transfer the shares to the Participant
or such other person as the Participant may nominate in writing. The period of time during which shares awarded
under the Plan may be forfeited will never exceed five years from the Award Date.
An Award may not be transferred, assigned or otherwise disposed of by a Participant to any other person without
the prior consent of the Trustee except that, on the death of a Participant, an Award may be transferred to his
executors or personal representatives.
A Participant may surrender all or part of his Award within 30 days of the Award Date in which case the Award will
be deemed never to have been made. No consideration will be payable in respect of the surrender.
The Company will ensure that the Trustee has sufficient funds available to satisfy Awards.
Awards may only be satisfied by existing issued Shares.
LIMIT ON VALUE OF AN AWARD
The aggregate Initial Value in relation to all Awards made in respect of any given financial year of the Company
shall not exceed an amount equal to ten per cent of the profit (before tax and amortisation) of the Company for
that financial year, unless the Board in its absolute discretion determines otherwise.
The Initial Value in relation to an Award shall not exceed an amount equal to 1.5 times the Participant's salary.
TERMINATION OF EMPLOYMENT
If a Participant ceases to be an employee or director of any group company for one of the following reasons:
• death;
• ill health/injury/disability;
• redundancy within the meaning of the Employment Rights Act 1996;
• retirement in accordance with his/her employment contract;
• early retirement (age 50 above) by agreement with his/her employing company;
• his/her employing company ceasing to be under the control of the Company or ceasing to be a group company;
or
• transfer/sale of the undertaking or part-undertaking in which he/she is employed to a person who is neither
under the Company's control or one of the Company's group companies,
the Participant's Restricted Shares will cease (as at the date of cessation) to be subject to forfeiture, unless the Trustee
determines otherwise.
If the Participant ceases to be an employee or director for any other reason, he/she will forfeit and cease to be
entitled to any Restricted Shares unless the Trustee determines otherwise within three months of the date of cessation
of office/employment. Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 forty one
TAKEOVER, RECONSTRUCTION AND WINDING UP
If (i) any person obtains control of the Company as a result of making a general offer, (ii) any person becomes
bound or entitled to acquire shares in the Company under sections 428 to 430F of the Companies Act 1985, (iii)
it is proposed under section 425 of the Companies Act 1985 that there is a court-sanctioned compromise or
arrangement for the purposes of or in connection with reconstruction/amalgamation or (iv) notice is given of a
resolution for the voluntary winding-up of the Company, then a Participant's Restricted Shares will cease to be subject
to forfeiture, unless the Trustee determines otherwise.
TAXATION
All tax which may become payable by a Participant (or his executors or personal representatives) in connection with
an Award will be the liability of the Participant (or his executors or personal representatives) and not that of the
Company (and its group companies) or the Trustee.
A Participant shall indemnify the Company (and its group companies) and the Trustee in respect of any and all
liability to pay as you earn income tax, employee national insurance contributions and other liabilities which are
attributable to an Award and which are primarily the Participant's liability.
A Participant shall, if required by the Trustee and the Company, enter into a joint election with the secondary
contributor to transfer liability for employer's national insurance contributions to the Participant.
A Participant shall not receive cash or shares pursuant to an Award unless the Participant has entered into
arrangements satisfactory in all respects to the Company (or the relevant group company) or the Trustee to enable
such company or the Trustee to recover any tax arising in respect of or as a result of the Award and which the
Company or Trustee is liable to discharge.
ADJUSTMENTS TO AWARDS
The number of shares comprised in an Award may be adjusted in such way as the Trustee shall determine following
any capitalisation issue, any offer or invitation made by way of rights, subdivision, consolidation, reduction or other
variation in the Company's share capital which, in the reasonable opinion of the Trustee, justifies an adjustment.
ADMINISTRATION
The Trustee's decision in any dispute or question affecting a Participant or the Company (or any group company)
shall be final and conclusive.
AMENDMENTS
The Trustee may at any time alter or add to any of the Rules of the Plan provided that no such alteration or addition
shall be made without the prior written consent of the Company's remuneration committee or, where the alteration
or addition imposes any additional burden on or adversely affects the Company or any group company, without the
prior written consent of the Company.
No alteration or addition can be made which abrogates or adversely affects the subsisting rights of a Participant
unless it is made with the Participant's prior written consent.
GENERAL
The Plan will terminate on the tenth anniversary of its adoption by the Company. APPENDIX 2: SUMMARY OF THE BROKER
NETWORK HOLDINGS PLC EMPLOYEE
BENEFIT TRUST (THE "TRUST")
INTRODUCTION
Subject to Resolution 13, the Trust has been established by a Trust Deed dated 27 May 2005 between the Company
and Broker Network Holdings (Trustee) Limited (the "Trustee").
The Trustee is a wholly owned subsidiary of the Company.
It is intended that the Trust be operated in conjunction with the Plan as follows:
• the Company will transfer an amount equal to 10% of the after tax profit of the Company to the Trust each year;
• the Trustee will use such sums to acquire shares in the Company in the market;
• the Trustee will, on the recommendation and with the consent of the Remuneration Committee of the Company,
make Awards to employees pursuant to the Plan;
• the Shares acquired by the Trustee will be used to satisfy such Awards.
PRINCIPAL TRUSTS
The Trust is a discretionary trust for the benefit of employees of any group company.
In general, the Trustee has power to pay or apply the income and capital of the Trust to or for the benefit of all or
any of the employees of the group in such shares and in such manner as the Trustee shall in its absolute discretion
think fit.
The Trustee may, in exercise of this power:
(i) transfer shares to an employee either absolutely or subject to any conditions pursuant to an employee share
scheme;
(ii) grant or procure the grant of rights to employees of the group to acquire shares at nil cost or at a discount to
market value;
(iii) sell shares to employees of the group at less than market value;
(iv) acquire shares in the Company for the purposes of the Trust.
Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 forty two Broker Network Holdings plc, Annual Report & Accounts, year ended 30th April 2005 forty three
The Trustee may not exercise any power, authority or discretion in such a way as would cause any part of the trust
fund to be paid to any group company.
WAIVER OF DIVIDENDS
The Trustee shall be obliged to waive all but 0.1 pence of any dividend due or to become due at any time or times
in the future in respect of any shares in the Company comprised in the trust fund unless and to the extent that the
Company otherwise directs.
INVESTMENT POWERS
In general, the Trustee has the same full and unrestricted powers of investing and otherwise dealing with the trust
fund in all respects as if they were the absolute beneficial owner of the trust fund.
REMUNERATION OF THE TRUSTEE
Any corporate trustee may act in accordance with its standard terms and conditions from time to time and, in
addition to reimbursement of its proper expenses, it shall be entitled to remuneration for its services as Trustee in
accordance with its published terms and conditions for trust business or, in the absence of such terms, in accordance
with such rates as it shall determine.
PROTECTION OF TRUSTEE
The Trustee shall not be liable for any loss arising by reason of any mistake or omission made in good faith by it or
by reason of anything (including fraud, negligence or default) of any other person unless the Trustee has been
fraudulent, in wilful default or negligent himself.
The Trust Deed also contains an indemnity by the Company in favour of the Trustee in respect of any claims, costs,
demands, expenses and other liabilities arising out of the performance of their duties, other than liabilities
attributable to fraud, misconduct or negligence on the part of the Trustee.
CHANGE OF TRUSTEE
Any Trustee may retire by giving one month's written notice to the Company and the remaining Trustees (if any).
The Company has power to remove any Trustee from office and appoint a new Trustee or additional Trustees.
AMENDMENT
Subject to the consent of the Company, the Trustee may vary, amend, restrict, release, modify, alter or extend the
trusts, powers and provisions of the Trust Deed. The Network of Choice
Broker Network Holdings plc, Mowbray House,
Mowbray Square, Harrogate, North Yorkshire HG1 5AU
Tel: 01423 877833  Fax: 01423 877890
Website: www.brokernetworkholdingsplc.co.uk