Gro up report and accounts2005 Fiveco mpanies
o ne vision
Contents
01 Highlights   
02 Chairman’ s statement   
04 Chief executive’ s review   
08 Company overviews   
10 Financial review   
12 Directors   
13 Remuneration committee report   
14 Corporate governance report   
16 Directors’ report   
19 Statement of directors’ responsibilities
20 Independent auditors’ report
21 Consolidated profit and loss account
22 Consolidated statement of total recognised gains and losses
22 Consolidated reconciliation of movements in shareholders’ funds
23 Consolidated balance sheet
24 Balance sheet
25 Consolidated statement of cash flows
25 Reconciliation of net cash flow to movement in net funds
26 Notes to the financial statements
44 Directors and advisers
45 Notice of annual general meeting Group report and accounts 2005 | 1
Highlights
Financial
Turnover up 593% to 
£54.8 million 
(2004 – £7.9 million)
Gross profit (net fee income) 
up 335% to £31.8 million 
(2004 – £7.3 million)
EBITA before exceptional items up
501% to £7.1 million 
(2004 – £1.2 million)
Pre-tax profits up 262% 
to £4.5 million 
(2004 – £1.3 million)
Adjusted
1
EPS up 132% to 15.1p 
(2004 – 6.5p), basic EPS up 18% to 8.5p
(2004 – 7.2p)
Strong balance sheet with 
cash of £3.2 million
T wo successful equity placings totalling
£28 million and acquisitions of ECHM,
Morgan McKinley and Accreate
Introduction of maiden dividend of 
2p per share for 2005
Business
Year of transformation for the Group
Integration of acquisitions 
substantially complete
Strong growth in organic business
across all regions and sectors
New offices opened in 
Singapore and Edinburgh
Morgan McKinley services launched 
in the Group’ s three Asian offices
Substantial increases in consultant
headcount
Imprint is well structured to 
facilitate further growth, expand 
into new markets and continue to
deliver EPS growth
Considering new market opportunities
Current trading in line 
with expectations
1 
Diluted EPS adjusted for exceptional 
items and amortisation of goodwill
       2 |  Imprint Plc  |  formerly Imprint Search and Selection Plc
Chairman ’ s 
statemen t.
Significant
gains... Group report and accounts 2005 |  3
It is my pleasure to report that 2005 
has been a year of considerable
achievement for Imprint Plc (“Imprint”),
with the continued delivery of our
strategy to build a multi-sectored
international recruitment business. 
The year included the successful
acquisitions of Accreate, ECHM and
Morgan McKinley, strong organic
growth, two new office openings and
the consolidation of our back office
support functions. Therefore, I am
pleased to report significant gains in
market share in both our ongoing and
acquired businesses across a range of
sectors, a substantial increase in
adjusted earnings per share, trading in
line with the Board’ s expectations and a
promising outlook against encouraging
trading conditions.
Our achievements in 2005 are
principally a result of the hard work,
commitment and loyalty of the Group’ s
employees and I should like to take this
opportunity to thank them all.
Financial highlights
The financial performance during the
year underlines the progress of the
Group. Adjusted earnings per share
(being diluted earnings per share
adjusted for goodwill amortisation and
exceptional items) were 15.1 pence.
Before tax, adjusted earnings per share
increased by 211% to 20.2 pence (2004 –
6.5 pence). Basic earnings per share
were 8.5 pence (2004 – 7.2 pence).
Turnover increased almost six-fold to
£54.8 million through a combination of
strong organic growth and the
acquisition of two major UK
recruitment companies, ECHM and
Morgan McKinley, which together trade
a significant volume of temporary
placements. Net fee income (gross
profit) increased by 335% to £31.8
million, which included growth in the
ongoing business of 78%, from £7.3
million to £13.0 million.
I am pleased to report a full year
operating margin (being the conversion
rate of net fee income into operating
profit
2
) of 22.2% and operating profit
2
of
£7.1 million, both of which have been
achieved alongside continued strong
investment in increased headcount and
new office openings. This profit was five
times higher than 2004 and included a
158% rise in operating profit
2
from
ongoing operations.
Profit before tax increased by 262% to
£4.5 million (2004 – £1.3 million) after 
a £1.3 million charge for goodwill
amortisation and £1.3 million of
exceptional costs resulting from the
integration of the acquisitions and
subsequent restructuring of the 
Group’ s operations.
The Group’ s balance sheet has
strengthened with net current assets of
£9.4 million (2004 – £4.0 million), cash
of £3.2 million (2004 – £2.5 million) and
banking facilities available to the Group
of £5.5 million.
I am very pleased to announce our
intention to declare a dividend of 2p
per share in respect of 2005. This will 
be the Group's first dividend since
becoming a public company in May
2001. It is in recognition of both the
progress achieved since the listing and
our confidence in the Group's
prospects going forward. This dividend
will be paid on 12 June 2006 to those
shareholders on the register at 12 May
2006.
Acquisitions and share placings
As part of our strategy at this stage of
the business cycle, we have previously
stated that growing the Group rapidly is
in certain areas best served by
acquisitions that meet strict operating,
cultural and valuation criteria. We
identified and completed the following
acquisitions during 2005: 
ECHM
On 5 January 2005 Imprint acquired the
entire issued share capital of ECHM
Group Limited (“ECHM”) for a total
consideration of approximately £9.6
million. This acquisition was funded
primarily through the placing of 7.14
million new ordinary shares at £1.40 per
share on 5 January 2005, a total of £10.0
million of new equity but also through
the issue of 1,650,000 new ordinary
shares at £2.20 per share to ECHM’ s
vendors on 26 April 2005 in full and
final settlement of the contingent earn
out consideration which was previously
part of the acquisition terms.
Morgan McKinley
On 26 April 2005 Imprint acquired the
entire issued share capital of Morgan
McKinley Group Limited (“Morgan
McKinley”) for a total consideration of
approximately £24.8 million. This
acquisition was funded by £18.0 million
of new equity (via the placing of 8.18
million new ordinary shares at £2.20 per
share), the issue of 1.11 million new
ordinary shares to Morgan McKinley’ s
management and £4.3 million of cash.
Accreate
On 7 September 2005 Imprint acquired
the entire issued share capital of
Accreate Limited (“ Accreate”), one of
Ireland’ s leading financial recruitment
companies, for an initial consideration
of £2.1 million (h3.1 million) and a
further potential £3.4 million (h5.0
million). This acquisition was funded by
£1.1 million of cash and the issue of
0.36 million new ordinary shares to
Accreate’ s management.
Further details on these acquisitions 
are included in the Chief Executive’ s
Review, the Company Overviews, the
Directors’ Report and in Note 22 of the
Financial Statements.
Board of directors
On 26 April 2005 Robert Thesiger, who
has been Chief Executive of Morgan
McKinley since 2003, was appointed to
the Imprint Board as an executive
director, as announced at the time of
the acquisition. Robert, who has been
with Morgan McKinley for eight years,
brings 12 years of recruitment industry
experience to the Board, initially at
Badenoch & Clark where he established
their financial services business and
subsequently at Morgan McKinley,
where he has built up the consultancy’ s
market share to be one of the top three
providers of temporary and permanent
professionals to the City of London. 
The Board is delighted with the
contribution Robert has already made
to the Group’ s strategic and operational
management in the short time since 
his appointment.
Current trading and outlook
The strong trading experienced during
2005 has continued into 2006 and is 
in line with the Board’ s expectations.
The Group expects further growth in
profitability in 2006.
Our strategy of transferring acquired
brands between offices and geographic
regions has been successful and offers
the Group further organic profit
enhancement opportunities. In
addition, we continue to review
expansion through start-up operations
in new sectors and geographical
markets. I look forward to 2006, as
Imprint continues to execute its
carefully planned strategy.
Pierce Casey
Chairman
17 March 2006
2 
before exceptional items and amortisation of goodwill Chief 
executive’ s
review
“Our successes in 2005 were assisted by more
favourable economic conditions across many of the
Group’ s markets compared with those which prevailed
in the years immediately following our inception. 
However, they have also largely been achieved through
the high levels of service provided by all of the Group’ s
staff, which has enabled us to continue to win market
share from our competitors ...”
Brian Hamill Group report and accounts 2005 |  5
I am delighted with our performance 
in 2005, a year which witnessed the
transformation of our business from a
multi-functional search and selection
business to a group offering a diverse
range of international recruitment
services across various functional
specialisms to blue-chip clients, from
contingency to search, support to board
level, across multiple industries and
locations. This has been our stated
objective since inception in 2001 and
the Group’ s more diversified revenue
streams provide us with greater
resilience as well as substantial
opportunities for further 
sustainable growth.
Our successes in 2005 were assisted by
more favourable economic conditions
across many of the Group’ s markets
compared with those which prevailed
in the years immediately following our
inception. However, they have also
largely been achieved through the high
levels of service provided by all of the
Group’ s staff, which has enabled us to
continue to win market share from 
our competitors.
Employee and office information
Through acquisition, investment in new
staff and new disciplines as well as the
opening of two new offices, the Group
has significantly increased its
consultant headcount. At the end of the
year, the Group employed 310 
(2004 – 75) fee generating staff and 
77 (2004 – 23) directors and support
staff, operating from 13 (2004 – 4)
offices in 7 (2004 – 3) countries.
Business review
Our operational focus during the 
year has been on combining post-
acquisition integration with continued
investment in the earnings capacity 
of each of our five trading brands:
Accreate, ECHM, Imprint Search 
& Selection, Morgan McKinley and
WoodHamill.
Our primary integration objectives have
been to:
• facilitate revenue growth and gains in
market share through encouraging
wider group participation in client
development, creating incentives to
maximise cross-brand client referrals,
increasing our pool of available
candidates through allowing (where
appropriate) one brand to access
another’ s database and by increasing
the range of services offered to our
blue-chip client base;
• exploit opportunities in new
geographical markets by establishing
brand presence in geographies not
previously serviced by those brands,
utilising the Group’ s existing
infrastructure to avoid any significant
increase in our cost base;
• improve the profitability of acquired
businesses through reduction in
senior management headcount
wherever possible;
• establish common shared services
functions which support all brands in
all locations, thereby maximising
back office efficiency, creating a
robust platform for future growth and
facilitating information flow across
the business, for example in the areas
of candidate management and
advertising; and
• ensure that the unique operational
advantages of each brand are retained
in the Group and to this end, it is our
belief that where a brand is well
established in its marketplace (as has
been the case with all of our
acquisitions in 2005), retention of the
brand identity within a multi-
functional international recruitment
group offers the best opportunities
for long-term growth.
The benefits of the acquisitions accrued
ahead of our expectations during the
year, enabling us to report substantial
growth in all of our key financial
indicators. We have enjoyed significant
incremental revenue during the year
from cross-brand client referrals and
have also profited from a number of
placements of candidates sourced from
another brand’ s database. Thirty
consultants have either moved brand or
office, affording them career
development opportunities that would
not have been previously available, thus
promoting both staff retention and the
sharing of knowledge, ideas and best
practice across the Group. The critical
mass that the enlarged Group provides
has also allowed us to develop a cost-
effective, in-house, dedicated training
and development team, so as to
maximise individual performance 
and to promote further the retention 
of our people.
UK and Europe
In total, turnover in the UK and Europe
was £52.2 million (2004 – £7.2 million),
an increase of 627%. Net fee income
was £29.3 million (2004 – £6.7 million),
an increase of 340%. Operating profit
before exceptional costs and
amortisation of goodwill increased by
461% to £6.8 million (2004 – £1.2
million) and was £4.1 million after these
costs (2004 – £1.2 million).
The net fee income of the Group’ s
ongoing UK business, being the
services delivered by the Imprint Search
& Selection and WoodHamill brands,
grew by 58% to £10.5 million 
(2004 – £6.7 million). This delivered a
25.9% operating margin, with operating
profit
3
growing by 126% to £2.7 million
(2004 – £1.2 million). We have
continued to develop our core client
base by increasing both the depth and
breadth of the recruitment services we
provide. The proportion of total
revenues derived from retained work
continued to increase reflecting
improved confidence in the markets 
in which we operate.
The early settlement of the ECHM 
earn-out in March 2005 enabled us to
take full operational control of the
business and thus accelerate our plans
for overhead savings. This, together
with robust revenue growth (like-for-
like UK revenue was up 25%) has driven
an increase in operating margin from
5% in 2004 to 13% in 2005.
A little over eight months’ trading for
Morgan McKinley has been
consolidated into this year’ s results. 
Continued overleaf
3 
before exceptional items and amortisation of goodwill 6 |  Imprint Plc  |  formerly Imprint Search and Selection Plc
Since acquisition, Morgan McKinley 
has continued to trade very strongly
(net fee income was 24% higher in the
2005 calendar year compared to the
previous 12 months) and has now
begun to sell a number of the Group’ s
other recruitment specialisms, such as
human resources, into its investment
banking client base.
Morgan McKinley’ s business is
principally driven by preferred supplier
agreements (“PSAs”) which provide the
framework to enable it to deliver
multiple recruitment product offerings
to its principal clients. As such, Morgan
McKinley has numerous PSAs across
both its permanent and temporary
businesses, which underpin its position
as a leading recruitment company
within its market and provide a major
barrier to entry to Morgan McKinley’ s
potential competitors. During the
course of the year, Morgan McKinley
increased the number of its ‘top tier’
PSAs (those which guarantee higher job
volume ahead of lower tier competitors)
by 27%.
T ogether, ECHM and Morgan McKinley
contributed turnover of £41.2 million,
net fee income of £18.8 million and
operating profit
4
of £4.1 million to
Group results. By the end of the year,
these businesses had approximately 975
temporary workers out on client
placements, up 19% on 2004.
In the first quarter of the year we
commenced operations under the
Imprint Search & Selection brand in
ECHM’ s office in Manchester and in the
third quarter under the ECHM brand in
Imprint Search & Selection’ s office in
the Thames Valley .
In the final quarter of the year, UK and
Europe results benefited from our
acquisition of Accreate. Accreate
provides middle market financial
recruitment to blue-chip clients within
the commerce and industry, financial
services and professional services
sectors and is therefore fully aligned
with the services provided by ECHM
and Morgan McKinley in the UK. This
acquisition broadens the geographical
scope of the services we can offer to our
clients and is providing new routes to
market for candidates on our existing
databases. This places us in an ideal
position to develop the leading
financial recruitment business in the
buoyant Irish market.
At the end of the fourth quarter we
opened a new office in Edinburgh,
which will initially trade under the
Morgan McKinley brand. Although it is
still early in the new year, we are
pleased with the performance and
client activity levels in our most recent
UK office.
Asia
Our Asian operations have enjoyed
exceptionally strong organic growth
during the period, with net fee income
of £2.52 million being 285% higher than
2004 (£0.66 million). The region moved
from making a small operating loss in
2004 to an operating profit of £0.31
million in 2005. Operating margins
would have been higher but we took
three key investment decisions during
the year in order to build an
appropriate level of infrastructure to
cope with future growth.
First, we opened a Singapore office in
May, which was initially underpinned
by mandates from clients of the Group.
Then at the beginning of the second
half of the year, to complement the
existing WoodHamill and Imprint
Search & Selection businesses, we
launched the Morgan McKinley brand
in Hong Kong, T okyo and Singapore
through the transfer of existing staff
from London and by recruiting new
consultants locally. These teams have
already signed up to a significant
number of local preferred supplier
agreements with existing clients of
Morgan McKinley in London and 
are able to source candidates both
locally and through our international
candidate management desk in London.
Finally, we moved into larger offices
during the year both in T okyo and 
Hong Kong in order to provide
sufficient accommodation for our
headcount growth plans.
Strategy
We continue to pursue our strategy of
building and developing a multi-tiered,
international recruitment business that
provides a diverse range of functional
offerings to blue-chip clients, ensuring
that the Group’ s potential earnings are
maximised over the business cycle. T o
that end, we will continue to utilise the
growth in our revenues to fund both the
ongoing expansion of the business’
operating base and further earnings
growth.
There are a wide range of opportunities
to grow the business in new markets
and to take further market share in the
regions in which we currently operate.
Your Board is investigating the
feasibility of expanding into a number
of new markets in 2006, both
organically and through further
potential acquisitions. 
The Group intends to remain focused
on its core competency of providing
high quality business recruitment
services in the professional services,
commerce and financial services
sectors. Therefore, we will continue to
develop our recruitment, training and
development programmes so as to
enable us to continue to attract and
retain the best talent available. I
consider our people to be among the
best in the industry and they are
motivated and incentivised to build on
our achievements in 2005 and deliver
even greater returns to all stakeholders
during 2006 and beyond.
Brian Hamill
Chief Executive Officer 
17 March 2006
4 
before exceptional items and amortisation of goodwill Group report and accounts 2005 |  7
“The Group intends to remain focused on its core
competency of providing high quality business
recruitment services in the professional services,
commerce and financial services sectors. 
Therefore, we will continue to develop our
recruitment, training and development
programmes so as to enable us to continue to
attract and retain the best talent available ...”
Brian Hamill 8 |  Imprint Plc  |  formerly Imprint Search and Selection Plc
Accreate
www.accreate.com
Accreate was founded in 2001. It
provides financial recruitment solutions
to blue-chip clients within the
commerce & industry, financial services
and professional services sectors in
Ireland, on both a permanent and
temporary basis and at all levels from
graduate to director.
Accreate has built strong relationships
with the leading employers in the
marketplace with over 50% of revenues
deriving from the top 20% of its clients.
Accreate was acquired by Imprint in
September 2005 and operates from
offices in Dublin.
ECHM
www.echm.com
ECHM is a market leader in financial
recruitment and was acquired by
Imprint in January 2005. With over 20
years’ trading history and offices across
the UK and in Continental Europe,
ECHM provides a unique range of
permanent, temporary and contract
recruitment solutions to a client base
comprising primarily of multinational
blue-chip corporates and the global
accounting practices. 
Using methodologies including
retained search, advertised selection
and database search, ECHM places part
qualified, newly qualified and senior
finance professionals within the
following sectors and functional
specialisations:
• Commerce & industry – commercial
finance, internal audit and taxation 
• Professional services – audit &
assurance, taxation and corporate
finance
• Public sector – NHS, local
government and not-for-profit
The brand operates from offices in
London, Birmingham, Leeds,
Manchester, Windsor and Amsterdam.
Imprint Search & Selection
www.imprintsearch.com 
Imprint Search & Selection delivers
bespoke search, selection, project
resourcing and interim executive
recruitment solutions to clients ranging
from private equity-backed start-ups to
FTSE 100 multinationals across the
commerce & industry and professional
services sectors.
Imprint Search & Selection offers
functional expertise across the typical
core management disciplines of its
clients. Each practice listed below
comprises experienced consultants who
in turn have sector-specific knowledge,
resulting in faster solutions to each
individual assignment, broadly in the
£70,000 to £150,000 salary range. The
brand operates from offices in London,
Birmingham, Manchester, Windsor,
Hong Kong, T okyo and Singapore under
the following specialisations:
• Finance, strategy & operations
• Human resources
• Interim management
• Engineering & manufacturing
• Professional services
• Sales & marketing
• T echnology
five
companies Group report and accounts 2005 |  9
Morgan McKinley
www.morganmckinley.com
Morgan McKinley is the leading
specialist in banking and financial
services recruitment. Its commitment
to quality and its specialist knowledge
of industry sectors is second to none. Its
reputation for delivering an
unsurpassed level of service is well
known and has led to its status as
preferred supplier to over 200 financial
institutions in the City. Morgan
McKinley was acquired by Imprint in
April 2005 and operates from offices in
London, Edinburgh, Hong Kong, T okyo
and Singapore.
Morgan McKinley delivers permanent,
temporary, contract, campaign,
contingency, retained and search
recruitment solutions in the following
areas:
• Asset management including
alternative investment, private
wealth management, private
banking and global custody
• Banking finance & accountancy
including part-qualified, newly-
qualified and senior hires
• Banking operations
• Commodities
• Credit
• Human resources
• Investment banking 
& capital markets
• Legal & compliance
• Risk
• Secretarial & support
WoodHamill
www.woodhamill.com 
From offices in London and Asia,
WoodHamill provides executive search
for senior front office financial services
and board level commerce & industry
appointments.
A truly international business, with
consultants from more than a dozen
nations, fluent in twice as many
languages, WoodHamill completes
mandates across the globe for some of
the world’ s largest financial institutions
as well as M&A boutiques, private
equity firms and asset management
houses under the following
specialisations:
• Advisory
• Board practice
• Global capital markets
• Private equity
• Quantitative analysis, risk 
& infrastructure
• Wealth management 10 |  Imprint Plc  |  formerly Imprint Search and Selection Plc
Financial review...
Accounting convention
The Financial Statements for 2005 have
been prepared under United Kingdom
Accounting Standards (refer to
paragraph below for discussion on
International Financial Reporting
Standards).
Following the Group’ s acquisitions of
ECHM and Morgan McKinley in 2005,
the Group has revised the classification
of costs within the profit and loss
account to reflect industry best practice
for recruitment groups for which a
significant proportion of turnover is
derived from temporary placements
(refer to Note 1 of the Financial
Statements).
Results
2005 was a very successful year with all
regions and brands (both ongoing and
acquired) delivering strong growth.
Turnover for the year, which was £54.8
million (593% higher than 2004), was
wholly derived from recruitment
activities, including search and
selection, contingency recruitment,
temporary placements and contract
fees, as well as ancillary services such as
recharged advertising costs. It includes
the remuneration cost of contract
candidates and the total cost of
advertising recharged to clients.
Turnover from temporary placements
and contract fees was £28.1 million
(2004 – £0.36 million) and represented
51.2% (2004 – 4.5%) of Group turnover.
Turnover from permanent placements
(retained and contingent) was £26.5
million (2004 – £7.3 million) and
represented 48.3% (2004 – 92.1%) of
Group turnover. Turnover grew by 50%
in the second half of the year, which
generated 60% of the annual total (2004
– 55%).
Gross profit (net fee income) for the
year increased 335% to £31.8 million
(2004 – £7.3 million). This represents a
gross margin of 58.1% (2004 – 92.6%),
the variance from the previous year 
being explained by the transformation
of the Group from a consultancy
providing predominantly search and
selection services, to one providing a
full range of recruitment solutions
which includes a significant proportion
of temporary placements. Gross profit
from temporary placements and
contract fees was £5.5 million and
represented 17.3% of Group gross
profit. On temporary placements, the
gross margin was 19.7%.
Operating profit
5
for the year increased
by 501% to £7.1 million (2004 – £1.2
million), representing an operating
margin (being the conversion rate of
net fee income into operating profit
5
) 
of 22.2% (2004 – 16.1%). £3.0 million
was generated from the Group’ s organic
businesses (at a margin of 23.3%) and
the balance was generated from
acquisitions (at a margin of 21.5%). As
described in the Chief Executive’ s
Review, the operating profit from the
organic businesses was achieved after
incurring costs relating to the opening
of new offices in Singapore and
Edinburgh and through significant
further investment in headcount across
a variety of our operating functions
throughout 2005. These costs are
reflected in the Group’ s 62.8% increase
in administrative expenses
5
from
ongoing operations to £10.0 million
(2004 – £6.1 million), as well as costs
associated with higher profit and
revenue-based bonuses and the full
year effect of the investment in
headcount and infrastructure in 2004.
The Group has recognised a £1.3
million charge for amortisation on
goodwill of £35.2 million, which arose
on the acquisitions of ECHM, Morgan
McKinley and Accreate and has also
incurred £1.3 million of exceptional
costs resulting from the integration of
the acquisitions and subsequent
restructuring of the Group’ s operations.
After these items, operating profit for
the year was £4.4 million (2004 – £1.2
million).
Net interest receivable was £85,000,
comprised of bank interest receivable of
£113,000 in the first half of the year and
net interest payable of £28,000 in the
second half. The latter amount was
made up of bank interest receivable but
also interest payable, non-utilisation
fees and the amortisation of an
arrangement fee on the Group’ s £5.5
million revolving credit facility, as well
as the interest receivable and payable
on the Group’ s loan note deposits and
matching liabilities.
T ax on profits amounted to £1.8 million
(2004 – £nil), representing an effective
tax rate of 30.8% on profit before
amortisation of goodwill (which is not
deductible). The rate has benefited
slightly from the utilisation and
recognition of tax losses from previous
years (not all of which had been
recognised in the deferred tax balance
at 31 December 2004) and from
statutory relief available in the United
Kingdom on the exercise of share
options by employees.
In 2005, basic earnings per share were
8.5p (2004 – 7.2p) and were 22.1p (2004
– 7.2p) after adjusting for tax,
amortisation of goodwill and
exceptional costs. Adjusted diluted
earnings per share (after tax but before
amortisation of goodwill and
exceptional costs) were 15.1p (2004 –
6.5p, although there was no tax charge
in 2004). The weighted average number
of shares for the year increased to 32.38
million (2004 – 17.37 million) following
the issue of 18.54 million shares at
various stages during the year related to
the acquisitions and associated
placements as well as the exercise of
share options as described in Note 16 to
the Financial Statements. The Company
ended the year with 36.23 million
shares in issue.
As outlined in the Chairman’ s
Statement, Imprint has announced its
intention to declare a dividend of 2p
per share in respect of 2005. This 
5 
before exceptional items and amortisation of goodwill Group report and accounts 2005 |  11
lreview...
dividend will be paid on 12 June 2006 to 
those shareholders on the register at 12
May 2006.
Financial position and cash flow
The financial position of the business
remains tightly controlled. The Group’ s
balance sheet has been strengthened
substantially during the year. At 31
December 2005, net assets amounted to
£42.6 million (2004 – £4.1 million)
including cash and short-term deposits
of £3.2 million (2004 – £2.5 million). The
increase in net assets predominantly
relates to the profit of £2.7 million and
the issue of shares in the acquisitions
and placements of £35.2 million. Also,
the Group has a £5.5 million revolving
credit facility which can be used for
working capital requirements or for
acquisitions.
Following the three acquisitions, the
Group’ s working capital expanded
considerably during the year. Trade
debtors at 31 December 2005
amounted to £9.9 million (2004 – £0.8
million), which was 45 days sales (2004
– 32 days). Accrued income (uninvoiced
revenue) amounted to £3.8 million
(2004 – £1.0 million).
Cash generated in 2005 was £0.7 million
(2004 – £1.0 million) including
generation of £4.3 million (2004 – £0.8
million) from operating activities and a
net £26.9 million (2004 – £0.3 million)
from share issues. £30.1 million of
funds generated were spent on
acquisitions and £0.5 million (2004 –
£0.1 million) on capital expenditure.
Where practical, cash surpluses are
invested in short-term deposits.
The main functional currencies of the
Group are Sterling, Euro, US Dollar,
Hong Kong Dollar, Japanese Yen and
Singapore Dollar. The Group does not
have material transactional currency
exposures nor is there a material
exposure to foreign-denominated
monetary assets and liabilities. The
Group is exposed to foreign currency
translation differences in accounting for
its overseas operations although our
policy is not to hedge this exposure.
International Financial Reporting
Standards (“IFRS”)
Following the decision of the
Alternative Investment Market to be
redesignated as an exchange regulated
market in November 2004, the Group is
now not required to prepare its
reported Financial Statements under
IFRS until the year ending 31 December
2007. Consequently, Imprint will adopt
IFRS in its consolidated Financial
Statements from 1 January 2007, with
the first reported results under IFRS
being our Interim Statement in 2007.
Not-withstanding this, we have
continued to review during 2005 what
impact adopting IFRS will have both on
the Group’ s Financial Statements and
the methodologies used for recording
both financial and related information.
The following areas that could have a
material impact on the Group’ s
Financial Statements have been
identified. This summary is not
intended to be comprehensive. Further
differences may arise as a result of our
ongoing review:
• Share-based payments – under UK
GAAP applicable at 31 December
2005, the cost of share options is
based on the intrinsic value of the
option at the date of grant and as
such, grants made under the Group’ s
share option plans have not resulted
in a charge to the profit and loss
account, except to the extent
employer’ s national insurance
contributions are payable for
options held in our unapproved
scheme. Under IFRS 2 “Share-based
Payments” , the Group is required to
measure the cost of all share options
granted since 7 November 2002 that
have not fully vested at the balance
sheet date, using an option pricing
model and charge an appropriate
amount of this cost to the profit and
loss account according to their
vesting conditions and exercise
periods. However, current UK GAAP
(FRS 20 “Share-based Payments”)
makes this accounting policy change
mandatory for the financial year
ending 31 December 2006.
• Goodwill amortisation – under UK
GAAP , the Group’ s policy is to
amortise capitalised goodwill
resulting from any post-balance
sheet acquisitions on a straight-line
basis over its estimated useful
economic life. On transition to IFRS,
IFRS 1 “First-time Adoption of
International Financial Reporting
Standards” requires the Group to
review the carrying value of
capitalised goodwill for potential
impairment. Furthermore, in
accordance with IFRS 3 “Business
Combinations” , amortisation of
goodwill will no longer be charged in
the Group’ s consolidated profit and
loss account. Under IFRS, instead of
an annual charge to the profit and
loss account, an impairment review
will be carried out at each balance
sheet date and this is required
irrespective of there being an
indicator of impairment in existence.
If impairment is identified, the
resulting debit will be charged
immediately to the profit and loss
account.
• Fixed assets – under IFRS the
Group’ s computer software will need
to be reclassified from tangible fixed
assets to intangible fixed assets.
Colin Webster
Chief Financial Officer
17 March 2006 12 |  Imprint Plc  |  formerly Imprint Search and Selection Plc
Directors
Pierce Casey
Non-Executive Chairman
Age 50
Pierce Casey, a chartered accountant, is
a private equity specialist and
entrepreneur. He is a director of
Alchemy Venture Partners and was
previously a director of Apax Partners
Co and DCC. He was a founding
shareholder of Walker Hamill and
founder of Fayrewood Plc. He is a
founder and chairman of Getmobile
Europe Plc and has been involved in
the creation of several successful
businesses in the UK and Europe.
Brian Hamill
Chief Executive Officer
Age 41
Brian Hamill, a business studies
graduate, founded Walker Hamill, aged
24, in London in 1989 and built it into
an international recruitment business
with an exceptional reputation for
delivery amongst blue-chip clients.
Following its sale to Marlborough
International Plc in 1998, he was
appointed to its board, where his remit
included responsibility for international
acquisitions and management of group
operations in Europe. He led the
flotation of Imprint in May 2001 with 
a vision to build a multi-tiered
recruitment group, creating strong
lasting partnerships with clients on a
global basis. The business was the first
start-up recruitment company ever to
be listed on AIM.
John Hunter
Chief Operating Officer 
Age 38
John Hunter spent ten years at Ernst &
Young including six years in its
corporate finance department, advising
on national and cross border
transactions. His principal clients
included British Airways Plc, where he
spent some two years advising on the
establishment of the joint ventures
within Oneworld. John left Ernst &
Young to co-found a new media
business in January 2000 and joined
Imprint in September 2001 as Chief
Financial Officer and was promoted 
to Chief Operating Officer in 
August 2004.
Colin Webster
Chief Financial Officer
Age 34
An engineering graduate and qualified
chartered accountant, Colin Webster
spent eight years with Ernst & Young in
the London and Cape T own offices
advising entrepreneurial high growth
companies, particularly those in the
recruitment and support services
sectors, on the financial aspects of their
strategies, including fundraising,
acquisitions, restructuring and
disposals. Colin joined the company in
September 2004 as Chief Financial
Officer, with a strong understanding of
Imprint’ s business and culture.
Robert Thesiger
Executive Director
Age 35
Robert Thesiger, a graduate of Exeter
University and Cranfield Business
School, has worked in the recruitment
industry for over 12 years. He joined
Morgan McKinley in 1998 after five
years at Badenoch & Clark where he
established their Financial Services
business and managed their Banking
T emporaries department. At Morgan
McKinley, Robert built up the
consultancy’ s temporary business to be
one of the top three providers of
temporary professionals to the City of
London with a turnover in excess of
£20m. Appointed Chief Executive in
2003, Robert was instrumental in
significantly increasing Morgan
McKinley’ s market share during this
period and in turn, the sale to Imprint
in April 2005.
John Gordon
Non-Executive Director 
Age 66
John Gordon, a chartered accountant, is
non-executive chairman of UCM Group
Plc and Lavendon Group Plc and also a
non-executive director of Alizyme Plc.
His previous career was in corporate
finance in the City of London
culminating in his being one of the
founders of Beeson Gregory Limited,
the specialist stockbroking firm, of
which he was Head of Corporate
Finance from the inception of the firm
in 1989 until his retirement in 1996. Group report and accounts 2005 |  13
Remuneratio n
committee’ s
report
The Committee consists of John
Gordon (Chairman) and Pierce Casey.
Neither member of the Committee has
any conflict of interests arising from
cross-directorships.
Objectives and 
remuneration policy
The main aim of the Committee is to
attract, retain and motivate high calibre
individuals with a competitive package
of remuneration comprising basic
salary, incentives and rewards, which
are linked to the overall performance of
the Group but also recognise individual
performance and responsibility. In
addition to individual performance,
reference is made to pay levels in
companies of similar size and to
suggestions of appropriate external
remuneration consultants.
The Board believes that the total
remuneration package aligns the
executive directors’ interests with those
of the shareholders and gives these
individuals keen incentives to perform
at the highest levels.
This report should be read in
conjunction with Note 4 to the Financial
Statements and the disclosures made in
the Report of the Directors on pages 16
to 18 regarding information specified 
by law on directors’ remuneration and
transactions with the Group, which give
full details of all elements in the
remuneration package of each director
and details of directors’ share interests
and share options.
By order of the Remuneration
Committee
John Gordon
Chairman
17 March 2006 14 |  Imprint Plc  |  formerly Imprint Search and Selection Plc
Corporate 
go vernan ce
repo rt
The directors recognise the 
value of the Principles of Good 
Governance and Code of 
Best Practice... Group report and accounts 2005 |  15
The directors recognise the value of
the Principles of Good Governance and
Code of Best Practice (the “Combined
Code”) and although as an AIM listed
company it is not required to comply
with the Combined Code, Imprint is
taking appropriate measures to ensure
that the Group adopts those principles
of the Combined Code that it considers
appropriate for a group of its size.
This statement describes the principles
identified in the Combined Code which
are being applied.
Board composition
The Board of Directors currently
comprises four executive and two non-
executive directors, with the roles of
Chairman and Chief Executive
separated. The Board meets at least
eight times per annum and
additionally where necessary. The
Board has responsibility for the
overseeing of all day to day matters of
the Company but it has specific
responsibility for reviewing trading
performance, resources (including key
appointments), standards of conduct,
ensuring adequate funding, setting and
monitoring strategy, examining major
acquisition possibilities and reporting
to shareholders. The non-executive
directors have a responsibility to
ensure that the strategies proposed by
the executive directors are fully
considered and to bring their
judgement to bear in this role. T o
enable the Board to discharge its
duties, all directors receive appropriate
and timely information from the
management of the Group. However,
all directors are free to and regularly
make further inquiries where they feel
it necessary. The directors are able to
take independent professional advice
as required.
Audit committee
The Audit Committee comprises John
Gordon (Chairman) and Pierce Casey,
both of whom are non-executive
directors. The Committee meets
formally not less than twice a year. The
Committee determines the terms of
engagement of the Company’ s
auditors, in consultation with the
auditors, reviews the scope of the
Company’ s audit and reviews reports
from management and the Company’ s
auditors relating to interim and annual
Financial Statements and accounting
controls throughout the Company 
and its subsidiaries. The Committee
has unlimited access to the 
Company’ s auditors.
Remuneration committee
The Remuneration Committee
comprises John Gordon (Chairman)
and Pierce Casey and meets formally
not less than twice a year. The
Remuneration Committee has written
terms of reference and determines on
behalf of the Board the remuneration
and benefits of the executive directors
of the Company and ratifies proposals
made by executive directors in respect
of the remuneration and benefits of
selected senior managers in the Group.
In formulating its remuneration policy,
the Remuneration Committee gives full
consideration to matters set out in
Schedule A to the Combined Code.
The non-executive directors do not
have service contracts but letters of
appointment with the Company. The
Board as a whole determines the level
of fees of non-executive directors, after
taking into account fees payable by
comparable companies and/or outside
advice. Details of fees paid to non-
executive directors are set out in Note 4
to the Financial Statements. The Board
considers that John Gordon is an
independent director as that
expression is used in the 
Combined Code.
Internal financial control
The directors are responsible for the
Group’ s system of internal financial
control. Although no system of internal
financial control can provide absolute
assurance against material
misstatement or loss, the Group’ s
system is designed to provide the
directors with reasonable assurance
that problems are identified on a
timely basis and dealt with
appropriately. Key procedures that
have been established and are
designed to provide effective internal
financial control are described below:
Financial reporting
The budget is approved each year by
the Board in light of the Group’ s
strategic plan. Key risk areas are
identified. Performance is monitored
and relevant action taken throughout
the year through the regular reporting
to the Board of any variances from the
budget and updated forecasts for the
year together with information on the
key risk areas.
Control of operations
Control of operations is primarily
affected by day to day supervision. The
integrity and competence of personnel
is ensured through high recruitment
standards and appropriate training and
professional development. High quality
personnel are seen as an essential part
of the budgetary process and
authorisation levels. For expenditure
beyond specified levels, detailed
written proposals have to be submitted
to the Board. The Group has a team to
deal with acquisition opportunities and
carry out, in conjunction with the
Group’ s external advisers, all necessary
due diligence work.
Going concern
After making enquiries, the directors
have a reasonable expectation that 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
Financial Statements.
Relations with shareholders
Communication with shareholders is
given high priority. The Chairman’ s
Statement, Chief Executive’ s Review 
and Financial Review on pages 2 to 11
include a detailed review of the
business and future prospects. There is
regular dialogue with institutional
shareholders including presentations
after the Group’ s preliminary
announcement of the year-end and
half-year results. Copies of the Annual
Reports, Interim Reports and Analyst
Presentations are available on the
Group’ s website, www.imprintplc.com.
The Board welcomes shareholder
participation at the Annual General
Meeting and aims to ensure that the
Chairman of the Audit and
Remuneration Committees is available
to answer questions. Details of
resolutions to be proposed at the
Annual General Meeting on 10 May
2006 can be found in the Notice of the
Meeting on page 45.
Approved by the Board of Directors and
signed on behalf of the Board.
Colin Webster
Chief Financial Officer
1 7 March 2006 The directors present their report
together with the audited Financial
Statements for the year ended 31
December 2005.
Results and dividends
The results of the Group for the year are
set out on page 21 and show a retained
profit of £2.7 million (2004 – £1.3
million). The directors propose a
dividend of 2p per share in respect of
2005. This dividend will be paid on 12
June 2006 to those shareholders on the
register at 12 May 2006.
Principal activities, review of
business and future developments
The Group provides a diverse range of
international recruitment services across
various functional specialisms to blue-
chip clients, from contingency to search,
support to board level, across multiple
industries and locations. The Group
comprises five trading brands: Accreate,
ECHM, Imprint Search & Selection,
Morgan McKinley and WoodHamill.
Acquisition of ECHM
On 5 January 2005 the Company
acquired the entire issued share capital
of ECHM, a leading recruitment group
focused on the placement of finance
professionals, operating from offices in
London, Manchester, Leeds,
Birmingham, Dublin and Amsterdam.
This acquisition initially comprised a
consideration of £6.0 million with up to
a further £8.0 million payable
dependent upon the profitability of
ECHM in the financial years ending 31
December 2004 and 31 December 2005,
though the contingent consideration
was subsequently settled in full on 18
April 2005 through the issue to ECHM’ s
vendors of 1.65 million ordinary shares
in the Company. This enabled Imprint
to take full operational control of the
company and implement changes
which we felt were critical in ensuring
long term profitable growth at ECHM.
This acquisition was funded initially
through the placement of 7.14 million
new ordinary shares at £1.40 per share
on 5 January 2005, a total of £10.0
million of new equity.
ECHM is one of the UK’ s leading
financial recruitment groups, providing
candidates for both permanent
placements and temporary and
contract assignments. ECHM’ s core
area of operation is the placement of
finance professionals from part-
qualified accountants to middle
management, principally in the £25,000
to £70,000 per annum salary band.
Services are provided to a range of
clients, principally within commerce 
& industry, professional services 
and the public sector.
Acquisition of Morgan McKinley
On 26 April the Company acquired the
entire issued share capital of Morgan
McKinley, one of the UK’ s leading
financial services recruitment
specialists, for a total consideration of
£24.8 million. This acquisition was
funded by £18.0 million of new equity
(via the placing of 8.18 million new
ordinary shares at £2.20 per share), 
the issue of 1.11 million new ordinary
shares to Morgan McKinley’ s
management and £4.3 million of cash.
Morgan McKinley offers temporary and
permanent recruitment solutions to the
London offices of many of the world’ s
leading banks and financial institutions
across all ‘infrastructure’ functions,
including finance, operations, risk and
compliance and a variety of ‘front office’
areas, typically in the £25,000 to £70,000
per annum salary band.
Morgan McKinley operated from a
single office in central London, though
we have since rolled out its service
offerings in each of our Asian offices,
Hong Kong, Singapore and T okyo. The
global nature of client relationships in
the financial services sector has meant
that each of the Morgan McKinley
teams in Asia have been quick to
establish market presence and begin to
become profitable.
Acquisition of Accreate
On 7 September 2005 the Company
acquired the entire issued share capital
of Accreate, one of Ireland’ s leading
finance recruitment specialists, for an
initial consideration of £2.1 million
(h3.1 million) and a further potential
16 |  Imprint Plc  |  formerly Imprint Search and Selection Plc
Directors’
report... £3.4 million (h5.0 million), contingent
upon the profits of Accreate in the 
years ending 31 December 2005, 31
December 2006 and 31 December 2007.
The consideration is payable 50% in
cash and 50% in Imprint shares. 
This acquisition was funded by cash 
of £1.1 million and the issue of 0.36
million new ordinary shares to
Accreate’ s management.
T o reflect the Group’ s ability to deliver 
a full range of recruitment services, the
Company’ s name was changed from
Imprint Search and Selection Plc to
Imprint Plc on 6 May 2005.
The directors are satisfied with the
results for the year. A review of the
Group’ s performance during the year is
contained in the Chairman’ s Statement,
Chief Executive’ s Review and Financial
Review on pages 2 to 11. The Group ’s
financial risk management objectives
and policies are discussed in the
Financial Review on page 11 and in
Note 21 to the Financial Statements.
The year to 31 December 2006 has
started well and the Board remains
optimistic about the prospects for the
full year.
Charitable and political
contributions
Charitable donations totalling £3,500
were paid during the year. There were
no political donations.
Policy on the payment of creditors
The Group’ s payment terms and
conditions with individual suppliers
vary according to the commercial
relationship and the terms of the
agreements reached. It is the policy of
the Group that payments to suppliers
are made in accordance with the terms
agreed. The average number of days’
purchases included within trade
creditors at the year-end was 44 
(2004 – 45).
Employment policy
The Group continues to give full and
fair consideration to applications for
employment made by disabled
persons, having regard to their
respective aptitudes and abilities. 
The Group has a policy of employee
involvement by making information
available to employees on matters 
of concern to them. Many employees
are stakeholders in the business
through participation in share option
schemes. 
Directors
The directors of the Company during
the year and their beneficial interests 
in the ordinary share capital of the
Company were as shown in Table A.
Continued overleaf
Group report and accounts 2005 |  17
Table A Acquired/ Ordinary shares
31 December (disposed of) 31 December
2004 during the year 2005
Brian Hamill 4,125,000 (2,000,000) 2,125,000
Pierce Casey 2,225,000 (1,000,000) 1,225,000
John Gordon 37,500 – 37,500
John Hunter – – –
Robert Thesiger (appointed 26 April 2005) – 375,201 375,201
Colin W ebster – – –
Mr Thesiger’ s shares were issued on the Company’ s acquisition of Morgan McKinley Group Ltd. 18 |  Imprint Plc  |  formerly Imprint Search and Selection Plc
T able B
Options and Exercise
Director Equity Interests price Exercise period
Brian Hamill 100,000 37.5p 31 December 2003 – 22 March 2013
100,000 37.5p 31 December 2004 – 22 March 2013
100,000 37.5p 31 December 2005 – 22 March 2013
John Hunter 40,000 45p 31 December 2001 – 11 October 2011
40,000 45p 31 December 2002 – 11 October 2011
40,000 45p 31 December 2003 – 11 October 2011
40,000 45p 31 December 2004 – 11 October 2011
40,000 45p 31 December 2005 – 11 October 2011
150,000 37.5p 31 December 2003 – 22 March 2013
150,000 37.5p 31 December 2004 – 22 March 2013
150,000 37.5p 31 December 2005 – 22 March 2013
Colin Webster 30,000 144.5p 31 December 2004 – 7 December 2014
30,000 144.5p 31 December 2005 – 7 December 2014
30,000 144.5p 31 December 2006 – 7 December 2014
30,000 144.5p 31 December 2007 – 7 December 2014
30,000 144.5p 31 December 2008 – 7 December 2014
250,000* 284.5p Refer to note below
Robert Thesiger 6,969* 287p 31 December 2005 – 7 December 2015
6,969* 287p 31 December 2006 – 7 December 2015
6,969* 287p 31 December 2007 – 7 December 2015
6,968* 287p 31 December 2008 – 7 December 2015
6,968* 287p 31 December 2009 – 7 December 2015
215,157* 287p Refer to note below
* granted during the year
Note: The nature of the arrangements regarding the equity interests awarded to
Robert Thesiger and Colin Webster during the year, including details on how they 
can be exercised, are set out in more detail in Note 16 to the Financial Statements.
T able C Holdings as at 28 February 2006
%
Merrill Lynch 9.4
Artemis Investment Management 8.1
Scottish Widows 6.6
BWD Rensburg 6.0
Brian Hamill 5.8
F&C Asset Management 5.2
Brittanic Investment Managers 4.7
Framlington Investment Management 4.0
Old Mutual 3.9
Rathbone Investment Management 3.4
Pierce Casey 3.4
At 31 December 2005 the directors 
as shown in Table B had options to
purchase ordinary shares in Imprint
under the Company’ s share option 
and incentivisation schemes.
The mid-market price of the ordinary
shares of the Company as at 30
December 2005 was 285.5 pence. The
lowest and highest prices during the
year were 156 pence and 316.5 pence.
No directors exercised any share options
during the year and no directors’
options lapsed during the year. There
have been no changes in directors’
interests since 31 December 2005.
Substantial shareholdings
Except for the shareholders as shown in
Table C, no other person has reported
an interest of 3% or more in the
Company’ s ordinary shares.
Events since the balance sheet date
There have been no reportable events
since 31 December 2005.
Auditors
A resolution to re-appoint Ernst &
Young LLP as auditors will be put 
to members at the Annual 
General Meeting.
On behalf of the Board
Brian Hamill
Chief Executive Officer
17 March 2006 Group report and accounts 2005 |  19
Statement 
of directors’
responsibilities
in respect of 
the financial
statements
The directors are responsible for
preparing the Annual Report and the
Financial Statements in accordance
with applicable law and United
Kingdom Generally Accepted
Accounting Practice.
Company law requires the directors to
prepare Financial Statements for each
financial year which give a true and fair
view of the state of affairs of the
Company and of the Group and of the
profit or loss of the Group 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; and
• prepare the Financial Statements on
the going concern basis unless it is
inappropriate to presume that the
company will continue in business.
The directors are responsible for
keeping proper accounting records
which disclose with reasonable
accuracy at any time the financial
position of the Group and to enable
them to ensure that the Financial
Statements comply with the Companies
Act 1985. 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. 20 |  Imprint Plc  |  formerly Imprint Search and Selection Plc
We have audited the group and parent
company Financial Statements (the
“Financial Statements”) of Imprint for
the year ended 31 December 2005
which comprise the Consolidated
Profit and Loss Account, the
Consolidated Statement of T otal
Recognised Gains and Losses, the
Consolidated Reconciliation of
Movements in Shareholders’ Funds,
the Consolidated and Company
Balance Sheets, the Consolidated
Statement of Cash Flows and the
related Notes 1 to 22. These Financial
Statements have been prepared under
the accounting policies set out therein.
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 auditors’ report and for no
other purpose. T o 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 Annual Report and the
Financial Statements in accordance
with applicable United Kingdom law
and Accounting Standards (United
Kingdom Generally Accepted
Accounting Practice) as set out in the
Statement of Directors’ Responsibilities.
Our responsibility is to audit the
Financial Statements in accordance
with relevant legal and regulatory
requirements and International
Standards on Auditing (UK and Ireland).
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 other transactions 
is not disclosed.
We read other information contained
in the Annual Report and consider
whether it is consistent with the
audited Financial Statements. This
other information comprises only of
the Highlights, Chairman’ s Statement,
the Chief Executive’ s Review, the
Company Overviews, the Financial
Review, the Directors’ Profiles, the
Remuneration Committee’ s Report, 
the Corporate Governance Report, 
the Directors’ Report and Notice of
Annual General Meeting. We consider
the implications for our report if 
we become aware of any apparent
misstatements or material
inconsistencies with the Financial
Statements. Our responsibilities do 
not extend to any further information.
Basis of audit opinion
We conducted our audit in accordance
with International Standards on
Auditing (UK and Ireland) 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 whether the
accounting policies are appropriate 
to the group’ s and company’ 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, in
accordance with United Kingdom
Generally Accepted Accounting
Practice, of the state of the group’ s and
the parent company’ s affairs as at 31
December 2005 and of the group’ s
profit for the year then ended; and the
Financial Statements have been
properly prepared in accordance with
the Companies Act 1985.
Ernst & Young LLP
Registered Auditor
London
17 March 2006
Independent 
auditors’ report
to the shareholders of Imprint Plc
(formerly Imprint Search and Selection Plc)
Notes:
1.  The maintenance and integrity of the Imprint website is the responsibility of the directors; the work carried 
out by the auditors does not involve consideration of these matters and accordingly, the auditors accept no
responsibility for any changes that may have occurred to the Financial Statements since they were initially
presented on the website.
2.  Legislation in the United Kingdom governing the preparation and dissemination of Financial Statements may 
differ from legislation in other jurisdictions. Group report and accounts 2005 | 21
Consolidated profit
and loss account
for the year ended 31 December 2005
(restated)
2005 2004
Note £000 £000
T urnover 2
– ongoing 13,619 7,905
– acquisitions 41,197 –
54,816 7,905
Cost of sales 3 (22,976) (589)
Gross profit 2 31,840 7,316
Administrative expenses – other than amortisation
of goodwill and exceptional items 3 (24,770) (6,140)
EBITA (pre-exceptionals) 7,070 1,176
Administrative expenses – amortisation of goodwill (1,277) –
Administrative expenses –  exceptional items 3 (1,345) –
T otal administrative expenses (27,392) (6,140)
Operating profit 3
– ongoing 2,690 1,176
– acquisitions 1,758 –
4,448 1,176
Net interest receivable 85 76
Profit on ordinary activities before tax 2 4,533 1,252
T ax on profit on ordinary activities 6 (1,790) –
Profit retained for the year 17 2,743 1,252
Earnings per share
Basic (pence) 7 8.5 7.2
Diluted (pence) 7 7.7 6.5
Basic – adjusted for tax, exceptional items and amortisation (pence) 7 22.1 7.2
Diluted – adjusted for tax, exceptional items and amortisation (pence) 7 20.2 6.5
Diluted – adjusted for exceptional items and amortisation (pence) 7 15.1 6.5
The above results all relate to continuing operations, including earnings per share. 22 | Imprint Plc  |  formerly Imprint Search and Selection Plc
Consolidated statement of total
recognised gains and losses
for the year ended 31 December 2005
2005 2004
£000 £000
Profit for the financial year 2,743 1,252
Foreign currency translation differences 16 (2)
T otal recognised gains relating to the year 2,759 1,250
Consolidated reconciliation of
movements in shareholders’ funds
for the year ended 31 December 2005
2005 2004
£000 £000
Profit for the financial year 2,743 1,252
Foreign currency translation differences 16 (2)
New shares issued 35,193 257
Shares to be issued 1,721 –
Share issue costs (1,179) –
38,494 1,507
Opening shareholders’ funds 4,146 2,639
Closing shareholders’ funds 42,640 4,146 Group report and accounts 2005 | 23
2005 2004
Notes £000 £000
Fixed assets
Intangible assets – goodwill 9 33,987 –
T angible assets 10 929 176
34,916 176
Current assets
Debtors 12 15,469 2,733
Loan note deposits 1,307 –
Cash and short-term deposits 3,169 2,463
19,945 5,196
Creditors: amounts falling due within one year 13 (10,500) (1,226)
Net current assets 9,445 3,970
T otal assets less current liabilities 44,361 4,146
Provisions for liabilities and charges 14 1,721 –
42,640 4,146
Capital and reserves
Called up share capital 16 362 177
Share premium account 17 39,303 5,474
Shares to be issued 17 1,721 –
Profit and loss account 17 1,254 (1,505)
Equity shareholders’ funds 42,640 4,146
Brian Hamill Colin Webster
Director Director
17 March 2006
Consolidated balance sheet
at 31 December 2005 24 | Imprint Plc  |  formerly Imprint Search and Selection Plc
Balance sheet
at 31 December 2005
2005 2004
Notes £000 £000
Fixed assets
Investments 11 41,879 51
Current assets
Debtors 12 6,883 3,054
Loan note deposits 1,307 –
Cash and short-term deposits 154 2,230
8,344 5,284
Creditors: amounts falling due within one year 13 (7,446) (79)
Net current assets 898 5,205
T otal assets less current liabilities 42,777 5,256
Provisions for liabilities and charges 14 1,721 –
41,056 5,256
Capital and reserves
Called up share capital 16 362 177
Share premium account 17 39,303 5,474
Shares to be issued 17 1,721 –
Profit and loss account 17 (330) (395)
Equity shareholders’ funds 41,056 5,256
Brian Hamill Colin Webster
Director Director
17 March 2006 Group report and accounts 2005 | 25
2005 2004
Notes £000 £000
Net cash inflow from operating activities 3(b) 4,282 812
Returns on investments and servicing of finance
Interest received 85 76
T axation
Corporation tax ––
Capital expenditure 
Payments to acquire tangible fixed assets (554) (141)
Proceeds from sale of tangible fixed assets 31 –
Acquisitions
Purchase of subsidiary undertakings – cash (26,058) –
Purchase of subsidiary undertakings – loan note deposits (3,686) –
Net debt acquired with subsidiary undertakings (315) –
Net cash (outflow)/inflow before management
of liquid resources and financing (26,215) 747
Management of liquid resources and financing
Issue of new ordinary shares 28,100 257
Share issue costs (1,179) –
Decrease/ (increase) in short-term deposits 15 1,873 (511)
Increase in cash 15 2,579 493
Reconciliation of net cash flow 
to movement in net funds
2005 2004
Notes £000 £000
Increase in cash 2,579 493
(Decrease)/increase in short-term deposits (1,873) 511
Change in net funds resulting from cash flows 15 706 1,004
Foreign currency translation differences – (1)
Movement in net funds in the year 706 1,003
Opening net funds 15 2,463 1,460
Closing net funds 15 3,169 2,463
Consolidated statement
of cash flows
for the year ended 31 December 2005 26 | Imprint Plc  |  formerly Imprint Search and Selection Plc
Notes to the financial statements
at 31 December 2005
1. Accounting policies
Accounting convention
The Financial Statements are prepared under the historical cost convention and in accordance with applicable
United Kingdom accounting standards.
Restatement – disclosure of turnover , cost of sales, gross profit and administrative expenses
Following the Group’ s acquisitions of ECHM Group Ltd and Morgan McKinley Group Ltd in 2005, both of which
are businesses which have a significant number of temporary staff, the Group has revised the classification of
costs within the profit and loss account. Cost of sales now consists solely of the salary cost of temporary staff and
costs incurred on behalf of clients, principally advertising costs. The salary and related costs of permanent staff
who are directly employed in recruitment activity for the Group, which were previously recorded within cost of
sales along with certain other direct costs, are now included within administrative expenses. The resulting figure
for gross profit is referred to by management as net fee income or revenue. The directors believe that this reflects
industry best practice. For comparative purposes, the profit and loss account for the year ended 31 December
2004 has been restated to reflect this change in policy. There is no effect on profit for any of the periods and the
Group’ s accounting policy for turnover remains unchanged.
Basis of consolidation
The Group Financial Statements consolidate the Financial Statements of Imprint Plc and its subsidiary
undertakings drawn up to 31 December each year. No profit and loss account is presented for the Company as
permitted by section 230 of the Companies Act 1985.
Goodwill
Positive goodwill arising on acquisitions is capitalised, classified as an asset on the balance sheet and amortised
on a straight line basis over its useful economic life up to a presumed maximum of 20 years. It is reviewed for
impairment at the end of the first full financial year following the acquisition and in other periods if events or
changes in circumstances indicate that the carrying value may not be recoverable.
Fixed asset investments
Investment in subsidiaries is stated at cost. The carrying value is reviewed for impairment periodically for events
or changes in circumstances that indicate that the carrying value may not be recoverable.
Depreciation
Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual
value of each asset evenly over its expected useful life, as follows:
Furniture, fixtures and fittings, and office equipment –  25% per annum
Computer equipment –  25% – 50% per annum
The carrying values of tangible fixed assets are reviewed for impairment periodically for events or changes in
circumstances that indicate that the carrying value may not be recoverable.
Turnover
Turnover is recognised at the date an offer is accepted by a candidate and a start date is determined. Turnover not
invoiced at the balance sheet date is included within accrued income.
Turnover is stated net of value added tax and represents amounts derived from the provision of services to third
parties in respect of the Group’ s continuing activity as stated in the Directors’ Report.
Deferred taxation
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the
balance sheet date, in respect of transactions or events that have occurred at that date that will result in an
obligation to pay more, or right to pay less tax, with the following exceptions:
• provision is made for deferred tax that would arise on remittance of the retained earnings of subsidiaries only
to the extent that, at the balance sheet date, dividends have been accrued as receivable; and
• deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not
that there will be suitable taxable profits from which the future reversal of the underlying timing differences
can be deducted.
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the years in which
timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. Group report and accounts 2005 | 27
1. Accounting policies (continued)
Foreign currencies
Company
Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance
sheet date. All differences are taken to the profit and loss account.
Group
The assets and liabilities of foreign operations are translated into sterling at the rate of exchange ruling at the
balance sheet date. Income and expenses are translated at weighted average exchange rates for the year. The
resulting exchange differences are taken directly to reserves.
All other exchange differences are taken to the profit and loss account, with the exception of differences on long-
term loans to foreign enterprises that are intended to be as permanent as group equity investments in foreign
enterprises, which are taken directly to reserves together with the exchange difference on the net investment in
these enterprises.
Leasing
Rentals paid under operating leases are charged to income on a straight line basis over the lease term.
Pensions
The Group has stakeholder pension schemes available for employees and also makes defined contributions
directly to employees’ personal pension plans. Contributions are charged to the profit and loss account as they
become payable.
2. Segmental analysis
2005 2004
£000 £000
(a) T urnover by geographic region (by location of Group operations)
United Kingdom and Europe 52,157 7,179
Asia Pacific 2,659 726
54,816 7,905
Turnover from clients by location of client operations is not materially different to turnover by location of Group
operations.
Notes to the financial statements
at 31 December 2005 28 | Imprint Plc  |  formerly Imprint Search and Selection Plc
Notes to the financial statements
at 31 December 2005
2. Segmental analysis (continued)
(restated)
2005 2004
£000 £000
(b) Net fee income (gross profit) by geographic region
United Kingdom and Europe 29,319 6,661
Asia Pacific 2,521 655
31,840 7,316
2005 2004
£000 £000
(c) Operating profit before goodwill amortisation
and exceptional items by geographic region
United Kingdom and Europe 6,761 1,205
Asia Pacific 309 (29)
7,070 1,176
2005 2004
£000 £000
(d) Profit before taxation by geographic region
United Kingdom and Europe 5,416 1,205
Asia Pacific 309 (29)
Operating profit before amortisation of goodwill 5,725 1,176
Amortisation of goodwill (1,277) –
Operating profit 4,448 1,176
Net interest receivable 85 76
Profit on ordinary activities before taxation 4,533 1,252
United Kingdom and Europe 4,227 1,252
Asia Pacific 306 –
4,533 1,252
2005 2004
£000 £000
(e) Net assets/(liabilities) by geographic region
United Kingdom and Europe 42,871 4,719
Asia Pacific (231) (573)
42,640 4,146 Group report and accounts 2005 | 29
3. Operating profit
(a) This is stated after charging:
2005 2004
£000 £000
Auditors’ remuneration – audit services – UK* 80 31
– Overseas 21 5
– non-audit services – UK 25 16
Depreciation of tangible fixed assets 378 146
Amortisation of goodwill 1,277 –
Loss on disposal of fixed assets 128 –
Operating lease rentals – land and buildings 1,212 496
Exchange differences 41 13
* £9,000 relates to the Company (2004 - £9,000)
The auditors were also paid £418,000 for services relating to the Company’ s acquisitions during the year. These costs were
capitalised as part of acquisition costs.
(b) Reconciliation of operating profit to net cash inflow from operating activities:
2005 2004
£000 £000
Operating profit 4,448 1,176
Depreciation 378 146
Amortisation of goodwill 1,277 –
Loss on disposal of tangible fixed assets 128 –
Increase in operating debtors (3,023) (922)
Increase in operating creditors 1,074 412
Net cash inflow from operating activities 4,282 812
(c) Analysis of operating profit from continuing operations:
2005 2004
Ongoing Acquisitions T otal T otal
£000 £000 £000 £000
T urnover 13,619 41,197 54,816 7,905
Cost of sales (590) (22,386) (22,976) (589)
Gross profit 13,029 18,811 31,840 7,316
Administrative expenses (10,339) (17,053) (27,392) (6,140)
Operating profit 2,690 1,758 4,448 1,176
(d) Analysis of exceptional items:
2005 2004
£000 £000
Restructuring costs relating to the acquisition of ECHM 617 –
Restructuring costs relating to the acquisition of Morgan McKinley 387 –
Other reorganising, restructuring and integration costs 341 –
1,345 –
Net cash inflow from operating activities in 2005 includes cash outflows of £1,000,000 in respect of the above operating
exceptional items.
Notes to the financial statements
at 31 December 2005 30 | Imprint Plc  |  formerly Imprint Search and Selection Plc
Notes to the financial statements
at 31 December 2005
4. Directors’ remuneration
The emoluments of the individual directors were as follows:
2005 Actual
Salary T otal pension
and fees Bonus emoluments contributions
££ ££
Brian Hamill 163,333 131,873 295,206 16,104
John Hunter 134,085 110,417 244,502 6,625
Robert Thesiger (appointed 26 April 2005) 95,278 40,833 136,111 4,764
Colin W ebster 113,333 83,584 196,917 6,633
Pierce Casey* 37,500 – 37,500 –
John Gordon* 25,046 – 25,046 –
568,575 366,707 935,282 34,126
2004 Actual
Salary T otal pension
and fees Bonus emoluments contributions
££ ££
Brian Hamill 112,265 – 112,265 11,873
John Hunter 87,083 – 87,083 4,815
Colin Webster (appointed 27 September 2004) 15,110 – 15,110 –
Pierce Casey* 30,000 – 30,000 –
John Gordon* 24,226 – 24,226 –
268,684 – 268,684 16,688
*Non-executive directors
Bonuses include performance-related amounts earned in respect of the year under which they are shown but not paid until
the following year. In 2005, they also include bonuses relating to the acquisitions of ECHM and Morgan McKinley which were
paid during the year.
The executive directors are accruing retirement benefits under personal money purchase schemes. Group report and accounts 2005 | 31
5. Employee costs
Employee costs (including executive directors) were as follows:
2005 2004
£000 £000
Wages and salaries 15,237 3,837
Social security costs 1,687 418
Other pension costs 250 109
17,173 4,364
The average monthly number of employees during the year was as follows:
2005 2004
No. No.
Executive directors 42
Fee earners 240 58
Administration 67 16
311 76
6. T axation
(a) Analysis of tax charge for the year:
The charge based on the profit for the year comprises:
2005 2004
£000 £000
Corporation tax
UK corporation tax on profit for the year 1,224 –
1,224 –
Foreign tax
Current tax 76 –
T otal current tax 1,300 –
Deferred tax
Origination and reversal of timing differences 490 –
1,790 –
(b) Factors affecting the tax charge for the year:
2005 2004
£000 £000
Group profit on ordinary activities before tax 4,533 1,252
Group profit on ordinary activities before tax at 30% 1,359 376
Amortisation of goodwill 371 –
Disallowable expenses and non taxable income 302 35
Relief available on exercise of share options (73) –
Depreciation in (arrears)/excess of capital allowances (48) 11
Other short-term timing differences 32 (8)
Losses utilised (616) (414)
Differences in foreign tax rates (27) –
T otal current tax 1,300 –
Notes to the financial statements
at 31 December 2005 32 | Imprint Plc  |  formerly Imprint Search and Selection Plc
Notes to the financial statements
at 31 December 2005
6. T axation (continued)
(c) Deferred tax
The Group deferred tax asset arising during the year is analysed below . The Company had no recognised or unrecognised
deferred tax assets during the year.
£000
At 31 December 2004 115
Arising on acquisitions (£428,000 relates to trading losses) 531
Charge for the year (490)
At 31 December 2005 156
2005 2004
Unrecognised Recognised Unrecognised Recognised
£000 £000 £000 £000
Losses carried forward 48 – 193 59
Decelerated/ (accelerated) capital allowances – 94 (2) 47
Other timing differences – 62 – 9
48 156 191 115
(d) Corporation tax creditor
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
Included in creditors: amounts
falling due within one year (1,553) – (8) – Group report and accounts 2005 | 33
7. Earnings per share
2005 2004
£000 £000
Retained profit for basic earnings per share 2,743 1,252
T ax on profit on ordinary activities 1,790 –
Exceptional items 1,345 –
Amortisation of goodwill 1,277 –
Profit before tax, exceptional items and amortisation of
goodwill for adjusted earnings per share – note (i) 7,155 1,252
T axation (1,790) –
Adjusted retained profit for adjusted earnings per share – note (ii) 5,365 1,252
No. No.
Weighted average number of shares
used for basic and adjusted earnings per share 32,381,713 17,368,297
Dilutive effect of share plans 3,126,266 1,846,812
Diluted weighted average number of shares
used for diluted earnings per share 35,507,979 19,215,109
pence pence
Basic earnings per share 8.5 7.2
Diluted earnings per share 7.7 6.5
Adjusted basic earnings per share – note (i) 22.1 7.2
Adjusted diluted earnings per share – note (i) 20.2 6.5
Adjusted diluted earnings per share – note (ii) 15.1 6.5
(i) Since the Group had no tax charge, exceptional costs or amortisation of goodwill in the year ended 31 December 2004,
basic and diluted earnings per share before the effect of these items has also been disclosed for each year.
(ii) Adjusted diluted earnings per share under note (i) has also been disclosed for each year after taxation, to show the effect of
the tax charge in the year ended 31 December 2005. The comparative for 2004 has not been adjusted because there was no tax
charge or credit in that year.
The difference between the number of shares in the basic and weighted average number of shares in the diluted earnings per
share calculations represents the dilutive effect of the potential conversion of all ordinary shares under option and the
contingent shares arising on the Company’ s acquisition of Accreate, calculated in accordance with FRS 22 “Earnings per share” .
The total number of ordinary shares under option (which could have a dilutive effect in the future) is analysed in note 16.
8. Profit attributable to members of parent company
The profit dealt with in the Financial Statements of the parent company was £65,000 (2004 - £84,000).
Notes to the financial statements
at 31 December 2005 34 | Imprint Plc  |  formerly Imprint Search and Selection Plc
Notes to the financial statements
at 31 December 2005
9. Intangible fixed assets
Group Goodwill
£000
Cost:
At 1 January 2005 –
Arising on acquisitions (note 22) 35,264
At 31 December 2005 35,264
Amortisation:
At 1 January 2005 –
Charge for the year 1,277
At 31 December 2005 1,277
Net book value:
At 31 December 2005 33,987
At 1 January 2005 –
10. T angible fixed assets
Group Furniture,
fixtures Office Computer
and fittings equipment equipment T otal
£000 £000 £000 £000
Cost:
At 1 January 2005 270 51 324 645
Foreign exchange difference 2 – 2 4
Acquisitions 152 19 292 463
T ransfers 52 (53) 1 –
Additions 193 5 628 826
Disposals (70) – (337) (407)
At 31 December 2005 599 22 910 1,531
Depreciation:
At 1 January 2005 206 41 222 469
Foreign exchange difference 1 – 2 3
T ransfers 53 (48) (5) –
Disposals (4) – (244) (248)
Provided during the year 123 11 244 378
At 31 December 2005 379 4 219 602
Net book value:
At 31 December 2005 220 18 691 929
At 1 January 2005 64 10 102 176
There were no tangible fixed assets held by the Company at 31 December 2005 and 31 December 2004. Group report and accounts 2005 | 35
11. Fixed asset investments
Company Investment in
subsidiary
undertakings
£000
Cost:
At 1 January 2005 51
Additions 41,828
At 31 December 2005 41,879
Subsidiary undertakings
The details of the principal subsidiary companies as at 31 December 2005 were:
Country of incorporation
Name of company and operation Principal activity
Imprint Consulting Limited England Recruitment consultancy
Imprint Search and Selection Limited Hong Kong Recruitment consultancy
Imprint Search and Selection Japan KK Japan Recruitment consultancy
Imprint Search and Selection (Pte) Limited Singapore Recruitment consultancy
WoodHamill Limited England Dormant
Executive Connections Limited England Recruitment consultancy
Hitchenor Maher Limited England Recruitment consultancy
ECHM Group Limited England Holding company
Morgan McKinley Group Limited England Recruitment consultancy
Accreate Limited Ireland Recruitment consultancy
Citipeople (International) Limited* England Dormant
Citipeople (UK) Limited* England Dormant
Citipeople Australia Pty Ltd* Australia Dormant
Citipeople USA Inc* United States of America Dormant
The Company owns directly or indirectly (indicated *) 100% of the equity share capital and voting rights of all
companies.
On 5 January 2005 the Company acquired the entire issued share capital of ECHM Group Limited (“ECHM”), 
the holding company of a recruitment group focused on the placement of finance professionals, operating from
offices in London, Manchester, Leeds, Birmingham, Dublin and Amsterdam. This acquisition initially comprised 
a consideration of £6.0 million with up to a further £8.0 million payable dependent upon the profitability of the
ECHM group in the financial years ending 31 December 2004 and 31 December 2005, though the contingent
consideration was subsequently settled in full on 18 April 2005 through the issue to ECHM’ s vendors of 1.65
million ordinary shares in the Company. This acquisition was funded initially through the placement of 7.14
million new ordinary shares at £1.40 per share on 5 January 2005, a total of £10.0 million of new equity.
On 26 April 2005 the Company acquired the entire issued share capital of Morgan McKinley Group Limited, 
one of the UK’ s leading financial services recruitment specialists, for a total consideration of £24.8 million. 
This acquisition was funded by a mixture of cash, £18.0 million of new equity (via the placement of 8.18 million
new ordinary shares at £2.20 per share), the issue of 1.11 million new ordinary shares to Morgan McKinley’ s
management and a revolving credit facility.
Notes to the financial statements
at 31 December 2005 36 | Imprint Plc  |  formerly Imprint Search and Selection Plc
Notes to the financial statements
at 31 December 2005
11. Fixed asset investments (continued)
On 7 September 2005 the Company acquired the entire issued share capital of Accreate Limited, one of Ireland’ s
leading finance recruitment specialists, for an initial consideration of h3.0 million and a further potential h5.0
million contingent upon the profits of Accreate in the years ending 31 December 2005, 31 December 2006 and 31
December 2007. This acquisition was funded by a mixture of cash and the issue of 0.36 million new ordinary
shares to Accreate’ s management.
Details of all acquisitions are included in note 22.
12. Debtors
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
T rade debtors 9,946 825 – –
Amounts owed by group undertakings – – 6,764 3,010
Accrued income 3,761 961 – –
Prepayments and other debtors 943 258 119 44
Rent deposits 663 574 – –
Deferred tax (note 6(c)) 156 115 – –
15,469 2,733 6,883 3,054
The rent deposits relate to the Group’ s premises in the UK and overseas and are recoverable after more than one year.
13. Creditors: amounts falling due within one year
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
T rade creditors 1,433 255 15 10
Amounts owed to group undertakings – – 4,996 –
Deferred consideration 609 – 609 –
Corporation tax 1,553 – 8 –
Loan notes payable 1,307 – 1,307 –
Other taxes and social security costs 2,518 341 175 58
Other creditors and accruals 3,080 630 336 11
10,500 1,226 7,446 79
14. Provisions for liabilities and charges
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
Contingent cash consideration 1,721 – 1,721 –
1,721 – 1,721 –
The contingent consideration arises on the acquisition of Accreate and is discussed in more detail in notes 21 and 22. Group report and accounts 2005 | 37
15. Analysis of net funds
Group At At
31 December Other 31 December
2004 Cash flow movements 2005
£000 £000 £000 £000
Cash at bank and in hand 590 2,579 – 3,169
Short-term deposits 1,873 (1,873) – –
Loan note deposits – 1,307 – 1,307
Loan notes payable – (1,307) – (1,307)
2,463 706 – 3,169
Major non-cash transactions
Refer to notes 11 and 22 for analyses of the acquisitions of ECHM, Morgan McKinley and Accreate.
16. Share capital
Authorised
2005 2004
£000 £000
Ordinary shares of 1p each 1,000 1,000
Allotted, called up and fully paid
2005 2004
No. £000 No. £000
Ordinary shares of 1p each 36,225,363 362 17,689,930 177
Related to the acquisition of ECHM Group Limited, on 5 January 2005 the Company issued 7,142,857 ordinary
shares with an aggregate nominal value of £71,429 for total cash consideration of £10,000,000. A further 1,650,000
ordinary shares with an aggregate nominal value of £16,500 were issued to the vendors of ECHM on 18 April 2005
for a total non-cash consideration of £3,630,000.
Related to the acquisition of Morgan McKinley Group Limited, on 26 April 2005 the Company issued 8,181,818
ordinary shares with an aggregate nominal value of £81,818 for total cash consideration of £18,000,000. On the
same date 1,112,338 ordinary shares with an aggregate nominal value of £11,123 were issued to the management
of Morgan McKinley for total non-cash consideration of £2,447,144.
Related to the acquisition of Accreate Limited, on 7 September 2005 the Company issued 356,920 ordinary shares
with an aggregate nominal value of £3,569 to the vendors of Accreate for a total non-cash consideration of
£1,016,712.
During the year the Company also issued 91,500 ordinary shares with an aggregate nominal value of £915 to
holders of options over the Company’ s ordinary shares (who were entitled under the rules of the Company’ s share
option schemes to exercise their options) for a total cash consideration of £99,500.
Notes to the financial statements
at 31 December 2005 38 | Imprint Plc  |  formerly Imprint Search and Selection Plc
Notes to the financial statements
at 31 December 2005
16. Share capital (continued)
The Company operates three share option schemes, an Employee Management Incentive Scheme (“EMI”), an
Inland Revenue approved scheme (“ Approved”) and an unapproved scheme (“Unapproved”). The following
ordinary share options were granted, exercised and lapsed during the year:
At At 
31 December 31 December 
2004 Granted Exercised Lapsed 2005
No. No. No. No. No.
EMI 3,334,884 811,206 (30,000) (725,000) 3,391,090
Approved 384,344 1,042,469 (61,500) (260,904) 1,104,409
Unapproved 1,047,522 431,235 – (30,596) 1,448,161
4,766,750 2,284,910 (91,500) (1,016,500) 5,943,660
Subject to individual performance targets, the options vest and are exercisable between 31 December 2001 and 
31 December 2015 at a range of prices per share from 1 pence to 295 pence.
In addition to the share option schemes, the Company put in place during the year (following approval by
shareholders at an Extraordinary General Meeting of the Company on 22 April 2005) a complementary
incentivisation plan for a limited number of key employees (the ‘‘Plan’’). The Plan enables relevant personnel to
participate in any increase in shareholder value over a specified period, thereby aligning their interests with those
of shareholders.
Under the arrangements, the Company has set up an offshore employee benefit trust (the “Imprint Plc Employee
Benefit Trust” or “EBT”) for the benefit of present and future employees of the Company. The Company has
granted options over new ordinary shares to the EBT , for onward grant to employees, which become exercisable
upon a predetermined event, such exercise price to be met from the sale of the ordinary shares under option. The
independent trustees of the EBT have discretion over how any funds held by the EBT are used, although
consideration is given by the trustees to the wishes of the beneficiaries, and to suggestions made by the Company
as to allocation of the EBT funds. The Company cannot benefit from any funds held in the EBT .
The trustees awarded during the year equity interests over 532,049 ordinary Imprint shares already under option
following awards of options by the Company to the EBT . These interests, which are exercisable at prices per share
of 287 pence (215,157 shares) and 284.5 pence (316,892 shares), vest on the earlier of:
• the occurrence of an offer for the issued ordinary share capital of the Company which is made on a condition
such that if satisfied, the person or persons making the offer will have control of the Company;
• the making of a resolution for the voluntary winding up of the Company; or
• the making of a winding up order of the Company by the Court. Group report and accounts 2005 | 39
17. Reserves
Group Share premium Shares to Profit and
account be issued loss account T otal
£000 £000 £000 £000
At 31 December 2004 5,474 – (1,505) 3,969
Profit for the financial year – – 2,743 2,743
Foreign currency translation differences – – 16 16
New shares issued 35,008 – – 35,008
Consideration shares to be issued – 1,721 – 1,721
Share issue costs (1,179) – – (1,179)
At 31 December 2005 39,303 1,721 1,254 42,278
Company Share premium Shares to Profit and
account be issued loss account T otal
£000 £000 £000 £000
At 31 December 2004 5,474 – (395) 5,079
Profit for the financial year – – 65 65
New shares issued 35,008 – – 35,008
Consideration shares to be issued – 1,721 – 1,721
Share issue costs (1,179) – – (1,179)
At 31 December 2005 39,303 1,721 (330) 40,694
The Company has announced its intention to declare a dividend of 2p per share in respect of 2005.  Since this dividend had
not been approved by shareholders at 31 December 2005 it has not been included as a liability .  This dividend will be paid on
12 June 2006 to those shareholders on the register at 12 May 2006.
18. Other financial commitments
Group
Annual commitments under non-cancellable operating leases are as follows:
Land and buildings
2005 2004
£000 £000
Operating leases which expire:
between two and five years 530 37
in more than five years 908 459
1,438 496
The Company had no such commitments.
19. Pensions commitments
The Group makes contributions to both directors’ and employees’ personal pension plans. Contributions
amounting to £21,000 in respect of employees were unpaid at 31 December 2005 (2004 - £16,000) which were
settled after the year end under normal payment arrangements.
20. Related party transactions
During the year the Group paid £10,000 to Adelaide Capital Corporation Limited, a company based in Ireland of
which Pierce Casey is a director, for advisory services related to the acquisition of Accreate Limited. These services
were paid for by the Company. There were no balances outstanding in respect of this transaction at the year end
and there were no related party transactions requiring disclosure in 2004.
Notes to the financial statements
at 31 December 2005 40 | Imprint Plc  |  formerly Imprint Search and Selection Plc
Notes to the financial statements
at 31 December 2005
21. Financial instruments
Treasury policies and nature of financial instruments held
The Group operates treasury policies, which include the ongoing assessment of interest rate management.
Cash surpluses are invested in short-term deposits. The Group’ s liquidity objective is to maintain a balance
between continuity of funding and flexibility. The Board approves all decisions on treasury policy.
The Group’ s principal financial instruments comprise cash, short-term deposits, loan note deposits, loan notes
payable, contingent consideration and a revolving credit facility (not utilised at 31 December 2005). The main
purpose of these instruments is to finance the Group’ s operations and acquisitions. The Group has other
financial instruments, such as trade debtors and trade creditors that arise directly from its operations. The
Group does not trade financial instruments, nor hedge its financial exposures.
Cash and deposits
The cash and short-term deposits balance at 31 December 2005 was £3,169,000 (2004 – £2,463,000), which
comprised current account balances of £2,631,000 (2004 – £227,000), a deposit account balance of £538,000 
(2004 – £362,000) and a seven-day call account balance of £nil (2004 – £1,874,000). These balances include
£463,000, £149,000, £94,000 and £17,000 held in Euro, Japanese Yen, US Dollar/Hong Kong Dollar and
Singapore Dollar denominated accounts respectively (2004 – £141,000 in US Dollar/Hong Kong Dollar
accounts). No interest is earned on the current accounts. Interest is earned on both the deposit and call
accounts at floating interest rates. Surplus funds are held where practical in the call account to maximise
interest income.
Rent deposits of £663,000 (2004 – £574,000) are owed to the Group, which earn no interest. There are no
material differences between the book value and fair value of these instruments.
Revolving credit facility
The Company has a revolving credit facility available for use of up to £5.5 million. Interest is currently payable
on advances made under the revolving credit facility at the rate of 1.25 per cent over LIBOR. The facility expires 
on 30 April 2009. The Company has given security, covenants and warranties usual for a facility of this nature,
including a first and only debenture from each Group company and a composite guarantee by each Group
company in favour of the Group’ s bankers.
Loan notes
The loan note deposits are held in collateralised accounts guaranteed by the Group’ s bankers for the purposes
of settling the Group’ s outstanding loan note liabilities. During the year, funds of £3,686,000 were deposited to
these collateralised accounts related to the acquisitions of ECHM and Morgan McKinley. Loan notes
amounting to £2,379,000 were redeemed during the course of the year, which were funded by equal and
matching payments from the loan note deposit accounts. At 31 December 2005 £1,307,000 was still held on
deposit to fund the loan note liabilities at that date. The Group earns and pays interest on the loan note
deposits and loan notes at floating interest rates.
Contingent consideration
At 31 December 2005 the Group has recognised contingent consideration relating to its acquisition of Accreate
Limited (refer Note 22) amounting to £3,442,000 (h5,000,000). This balance represents further potential cash
and share consideration contingent upon the profits of Accreate in the years ending 31 December 2005, 31
December 2006 and 31 December 2007, up to a maximum in each year of h1,800,000, h1,600,000 and
h1,600,000 respectively . Any additional consideration is payable within 90 days of each year end and is payable
as to 50 per cent in cash and 50 per cent by the issue of new ordinary shares valued at the average closing mid
market price for the seven trading days prior to the date of payment (subject to a floor of £2.00 per share).
The cash element of the contingent consideration, £1,721,000 (h2,500,000), is disclosed within provisions for
liabilities and charges at 31 December 2005 and the share element, £1,721,000 (h2,500,000), is disclosed within
reserves. Both elements are valued at their undiscounted amounts and in the directors’ opinion there is no
material difference between the book value and fair value of these instruments.
Foreign currencies
The main functional currencies of the Group are Sterling, Euro, US Dollar, Hong Kong Dollar, Japanese Yen and
Singapore Dollar. The Group does not have material transactional currency exposures nor is there a material
exposure to foreign-denominated monetary assets and liabilities because exchange risks associated with
revenues earned in foreign currencies are largely offset by operating costs arising in the same currency. The
Group is exposed to foreign currency translation differences in accounting for its overseas operations although
the Group’ s policy is not to hedge this exposure. Group report and accounts 2005 | 41
21. Financial instruments (continued)
Foreign currencies (continued)
T otal exchange losses/(gains) for the year arose as follows:
2005 2004
£000 £000
T rading balances 41 13
T ranslation of net assets of subsidiary undertakings (16) 2
25 15
Short-term debtors and creditors balances have been excluded from the above disclosure.
22. Acquisitions
On 5 January 2005 the Company acquired the entire issued share capital of ECHM Group Limited, the holding
company of a recruitment group focused on the placement of finance professionals, operating from offices in
London, Manchester, Leeds, Birmingham, Dublin and Amsterdam, for a total consideration of £9.6 million.
On 26 April 2005 the Company acquired the entire issued share capital of Morgan McKinley Group Limited, one 
of the UK’ s leading financial services recruitment specialists, for a total consideration of £24.8 million.
On 7 September 2005 the Company acquired the entire issued share capital of Accreate Limited, one of Ireland’ s
leading finance recruitment specialists, for an initial consideration of approximately h3.0 million and a further
potential h5.0 million contingent upon the profits of Accreate in the years ending 31 December 2005, 
31 December 2006 and 31 December 2007.
Details of these acquisitions are set out on the following pages.
Notes to the financial statements
at 31 December 2005 42 | Imprint Plc  |  formerly Imprint Search and Selection Plc
Notes to the financial statements
at 31 December 2005
22. Acquisitions (continued)
Acquisition of ECHM
Provisional
Fair value fair value
Book value adjustments to Group
£000 £000 £000
Intangible fixed assets – purchased goodwill 32 – 32
T angible fixed assets 224 – 224
Debtors 2,370 1,259 (a) 3,629
Cash at bank 447 – 447
Bank loans (412) – (412)
Creditors (2,394) (527) (b) (2,921)
Net assets acquired 267 732 999
Goodwill arising on acquisition 9,128
10,127
Fair value of consideration:
Shares issued 3,630
Loan notes 2,535
Cash 3,465
9,630
Costs associated with the acquisition 497
10,127
(a) Recognition of accrued income at the date of acquisition to ensure consistency with the Group’ s accounting
policy on turnover.
(b) Recognition of tax liability arising on (a) (£378,000) and recognition of property-related commitments which
existed at the date of acquisition (£149,000).
Acquisition of Morgan McKinley
Provisional
Fair value fair value
Book value adjustments to Group
£000 £000 £000
T angible fixed assets 223 – 223
Debtors 6,170 13 6,183
Bank loans and overdrafts (542) – (542)
Creditors (1,238) (140) (1,378)
Net assets acquired 4,613 (127) 4,486
Goodwill arising on acquisition 20,621
25,107
Fair value of consideration:
Shares issued 2,447
Loan notes 1,151
Cash 20,402
Deferred cash consideration 818
24,818
Costs associated with the acquisition 289
25,107 Group report and accounts 2005 | 43
22. Acquisitions (continued)
The fair value adjustments predominantly relate to the recognition of provision for staff holiday pay which existed
at the date of acquisition, to ensure consistency with group accounting policies.
Summarised profit and loss accounts for ECHM and Morgan McKinley from the beginning of their financial years
to the dates of acquisition are shown below:
Morgan
ECHM McKinley
1 January 2005 1 June 2004
to 5 January 2005 to 26 April 2005
£000 £000
T urnover – 27,296
Operating (loss)/profit (83) 2,539
Interest payable – (83)
(Loss)/Profit on ordinary activities before tax (83) 2,456
T axation 134 426
Profit on ordinary activities after tax 51 2,882
The profit after tax for Morgan McKinley Group Limited for its year ended 31 May 2004 was £1,106,000. Since
ECHM Group Limited did not file consolidated accounts in its year ended 31 December 2004 it is not practical to
disclose its profit after tax for the financial year prior to acquisition.
Summary of acquisition of Accreate
Provisional
Fair value fair value
Book value adjustments to Group
£000 £000 £000
Assets and liabilities acquired 171 – 171
Goodwill arising on acquisition 5,483
5,654
Fair value of consideration:
Shares issued 1,016
Cash 1,070
Contingent cash consideration 1,721
Contingent share consideration 1,721
5,528
Costs associated with the acquisition 126
5,654
Notes to the financial statements
at 31 December 2005 44 | Imprint Plc  |  formerly Imprint Search and Selection Plc
Directors and advisers
Directors Pierce Casey , Chairman
John Gordon, Non-Executive Director 
Brian Hamill, Chief Executive Officer 
John Hunter, Chief Operating Officer 
Robert Thesiger, Executive Director (appointed 26 April 2005)
Colin Webster, Chief Financial Officer 
Nominated Adviser Altium Capital Limited
and Nominated Broker 30 St James’ s Square
London
SW1Y 4AL
Secretary Blakelaw Secretaries Limited 
New Court
1 Barnes W allis Road
Segensworth
Fareham
Hampshire 
PO15 5UA
Auditors Ernst & Y oung LLP
1 More London Place
London 
SE1 2AF
Bankers Bank of Scotland
London Chief Office
38 Threadneedle Street
London 
EC2P 2EH
Solicitors Blake Lapthorn Linnell
Kings Court
21 Brunswick Place
Southampton
Hampshire 
SO15 2AQ
Registered office 2 Sheraton Street
London 
W1F 8BH
Registered No. 4119955 Group report and accounts 2005 | 45
Imprint Plc 
(Incorporated and registered in England and Wales under number 4119955)
Notice is hereby given that the Annual General Meeting of Imprint Plc (the “Company”) will be held at 2
Sheraton Street, London W1F 8BH on 10 May 2006 at 10.00am for the purpose of considering and, if thought fit,
passing the following resolutions which will be proposed, in the case of resolutions 1 to 6 as ordinary
resolutions and, in the case of resolution 7 , as a special resolution:
Ordinary resolutions
1. T o receive and adopt the Financial Statements of the Company for the year ended 31 December 2005 and
the reports of the directors and auditors thereon.
2. T o approve the dividend in respect of 2005.
3. T o re-appoint Ernst and Young LLP as auditors to the Company.
4. T o authorise the directors to fix the auditors’ remuneration.
5. T o re-elect Brian Hamill as a director.
6. In substitution for and to the exclusion of the authority conferred upon the directors by ordinary resolution
passed on 22 April 2005 but without prejudice to the allotment of any relevant securities 
already made pursuant thereto, to generally and unconditionally authorise the directors pursuant to 
and in accordance with section 80 of the Companies Act 1985 (as amended) (the “ Act”) to exercise all 
the powers of the Company to allot relevant securities (as defined in section 80(2) of the Act) up to an
aggregate nominal amount of £120,751 for a period expiring (unless previously renewed, revoked or varied
by the Company in general meeting) on the earlier of the date falling 15 months after the passing of this
resolution and the conclusion of the annual general meeting of the Company to be held in 2007 provided
that the Company may make an offer or agreement before the expiry of such authority which would or
might require relevant securities to be allotted after the expiry of such authority and the directors may allot
relevant securities in pursuance of that offer or agreement as if the power conferred hereby had not expired.
Special resolution
7. In substitution for and to the exclusion of the authority conferred upon the directors by special resolution
passed on 22 April 2005 but without prejudice to the allotment of any equity securities already made
pursuant thereto, to empower the directors in accordance with section 95 of the Act to allot equity securities
of the Company (within the meaning of section 94(2) of the Act) pursuant to the authority referred to in, and
conferred by, resolution 6 above as if section 89(1) of the Act did not apply to the allotment, provided that
this power:
(a) expires on the earlier of the date falling 15 months after the passing of this resolution and the conclusion
of the annual general meeting of the Company to be held in 2007 save that the Company may make an
offer or agreement before the expiry of such authority which would or might require equity securities to
be allotted after the expiry of such authority and the directors may allot equity securities in pursuance of
that offer or agreement as if the power conferred hereby had not expired; and 
(b) is limited to the allotment of equity securities:
(i) where such securities have been offered (whether by way of rights issue, open offer or otherwise) to
holders of ordinary shares in the capital of the Company in proportion (as nearly as may be) to their
existing holdings of ordinary shares but subject to the directors having a right to make such exclusions
or other arrangements in connection with the offer as they deem necessary or expedient to deal with
equity securities representing fractional entitlements and legal or practical problems under the laws
of, or the requirements of, any recognised regulatory body or any stock exchange in any territory; and 
(ii) (otherwise than pursuant to sub-paragraph (b)(i) above) up to an aggregate nominal amount 
of £18,112. 
By order of the board Registered Office: 
Colin W ebster 2 Sheraton Street
Chief Financial Officer London 
W1F 8BH
17 March 2006
Notice of annual 
general meeting 46 | Imprint Plc  |  formerly Imprint Search and Selection Plc
Notice of annual 
general meeting
Notes:
1. The directors believe that passing resolutions 6 and 7 is in the best interests of the Company and its
shareholders and will give the directors’ flexibility in administering the business of the Company in the year
ahead. Accordingly, while the directors have no present intention of exercising such authorities they
unanimously recommend that shareholders vote in favour of them. Resolutions 6 and 7 and the limits on the
authorities contained therein are consistent with the current recommendations of the Investment Committees
of the Association of British Insurers and the National Association of Pension Funds generally adhered to by
public companies and are intended to ensure that the interests of existing shareholders are protected.
2. A corporation which is a member of the Company may, by resolution of its directors, authorise such person
as it thinks fit to act as its representative at the meeting.
3. A member of the Company who is entitled to attend and vote at the meeting may appoint one or more
proxies to attend and, on a poll, vote instead of him. Such proxy need not be a member of the Company.
4. The register of interests of the directors of the Company and their families, copies of the contracts of service
and letters of engagement of such directors and the existing Memorandum and Articles of Association of the
Company will be available for inspection at the registered office of the Company during normal business hours
(Saturdays, Sundays and public holidays excepted) from the date of this notice until the close of the meeting.
5. T o be valid, the enclosed form of proxy, together with the power of attorney or other authority (if any) under
which it is signed or a notarially certified copy of such power of attorney or authority must be completed,
signed and received at the offices of the Company’ s registrars, Capita Registrars, The Registry, 34 Beckenham
Road, Beckenham Kent BR3 4TU as soon as possible and in any event by 3.00 p.m. on 7 May 2006 (the
“Specified Time’’). Appointment of a proxy will not preclude a member from attending the meeting and voting
in person should that member subsequently so decide.
6. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, the Company gives
notice that only those members entered on the relevant register of members (the “Register’’) for certificated or
uncertificated shares of the Company (as the case may be) at the Specified Time will be entitled to attend or
vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries
on the Register after the Specified Time will be disregarded in determining the rights of any person to attend or
vote at the meeting. Should the meeting be adjourned to a time not more than 48 hours after the Specified
Time, that time will also apply for the purposes of determining the entitlement of members to attend and vote
(and for the purposes of determining the number of votes they may cast) at the adjourned meeting. Should the
meeting be adjourned for a longer period, then to be so entitled, members must be entered on the Register at
the time which is 48 hours before the time fixed for the adjourned meeting or, if the Company gives notice of
the adjourned meeting, at the time specified in such notice.
7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the
CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members
who have appointed voting service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate
CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with CRESTCo’ s
specifications regardless of whether it constitutes the appointment of a proxy or an amendment to the
instruction given to a previously appointed proxy and must, in order to be valid, be transmitted so as to be
received by the Company’ s agent (IDRA10) by the Specified Time. 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
by CREST . After this time any change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means. Group report and accounts 2005 | 47
Notes (continued):
CREST members and, where applicable, their CREST sponsors or voting service providers should note that
CRESTCo does not make available special procedures in CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal member
or sponsored member or has appointed voting service provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means
of the CREST system by any particular time. In this connection, CREST members and, where applicable, their
CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation
35(5)(a) of the Uncertificated Securities Regulations 2001.
Notice of annual 
general meeting www.imprintplc.com  Notes
1. If you wish to appoint a proxy other than the chairman of the meeting insert his or her name in the space provided and delete “the chairman of the
meeting or” . A proxy need not be a member of the Company . 
2. The “Withheld” option is provided to enable you to abstain on the resolution. However it should be noted that a “Withheld” vote is not a vote in law and
will not be counted in the calculation of the proportion of the votes “For” or “ Against” the resolution.
3. In the case of a corporation this proxy must be given under its common seal or signed on its behalf by a duly authorised officer or an attorney . 
4. T o be valid, this form of proxy , together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such
power of attorney or authority must be completed, signed and received at the offices of the Company’ s registrars, Capita Registrars, The Registry , 34
Beckenham Road, Beckenham Kent BR3 4TU, as soon as possible and, in any event, not later than 3.00 p.m. on 7 May 2006. Completion and return of a
form of proxy will not preclude a member from attending the meeting and voting in person should that member subsequently so decide. 
5. In the case of joint holders the signature of any one holder will be sufficient but the names of all the joint holders should be stated. The vote of the senior
holder who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority
is determined by the order in which the names stand in the register of members in respect of the joint holding. 
6. In respect of CREST voting, please refer to the notice of meeting.
(Incorporated and registered in England and Wales under number 4119955)
Form of Proxy
for use by shareholders at the Annual General Meeting 
to be held on 10 May 2006
I/We (name(s) in block capitals)...................................................................................................................................................................
Of (address)......................................................................................................................................................................................................
...........................................................................................................................................................................................................................
being a member/members of the above named Company, hereby appoint the chairman of the meeting or 
...........................................................................................................as my/our proxy to attend and vote for me/us and on my/our
behalf at the Annual General Meeting of the Company to be held at 2 Sheraton Street, London W1F 8BH on 10 May 2006 at
10.00am and at any adjournment thereof. 
I/We direct my/our proxy to vote in the manner indicated in the appropriate column below. Unless otherwise indicated, or
upon any matter properly before the meeting but not referred to below, my/our proxy may exercise his/her discretion as to
how he/she votes and whether or not he/she abstains from voting. 
Signature(s): ...................................................................................... Dated: .............................................................................................
Ordinary resolutions For Against Withheld
1. T o adopt the audited accounts of the Company and the reports of the directors
and auditors.
2. T o approve the dividend in respect of 2005.
3. T o re-appoint Ernst and Y oung LLP as auditors to the Company .
4. T o authorise the directors to fix the auditors’ remuneration.
5. T o re-elect Brian Hamill as a director.
6. T o give the directors authority to allot relevant securities under section 80 
of the Companies Act 1985 (the “ Act”). 
Special resolution
7. T o empower the directors in accordance with section 95 of the Act to allot equity
securities of the Company as if section 89(1) of the Act did not apply .  Capita Registrars (Proxies)
PO Box 25
BECKENHAM
Kent
BR3 4BR
Licence no. MB122
AFFIX
STAMP
HERE
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