Annual Report & Accounts 2005
WPG R&A Cover 05.qxd  21/6/05  11:46 am  Page 2 – 1 –
CONTENTS
Directors 2
Advisers and Financial Calendar 3
Financial Highlights 4
The Chairman’s Statement 5
Chief Executive’s Review 6
Financial Review 9
Report of the directors 12
Corporate Governance 16
The Directors’ Remuneration Report 19
Statement of Directors’ Responsibilities 24
Independent Auditor’s Report 25
Consolidated Proﬁt and Loss Account 26
Consolidated Balance Sheet 27
Consolidated Cash Flow Statement 28
Company Balance Sheet  29
Other Primary Statements  30
Notes to the Accounts  31
Five Year Review 48
Notice of Meeting 49 – 2 –
DIRECTORS
EXECUTIVE DIRECTORS
A J Austin aged 62 set up the reprographics business for St Ives PLC in 1971, coinciding with St Ives’ ﬁrst venture 
in web printing.  He became a director of St Ives in 1974 and in 1976 he bought out Argent Colour Ltd from St 
Ives.  Following the acquisition of Argent Colour Ltd by Wyndeham Press Group in 1997 he was appointed to the 
Wyndeham Board on 1 April 1998.
B S Bedson aged 67 joined Grange Press in 1962.  He was appointed works manager at Grange Press in 1966 and 
held this position until being appointed works director in 1971.  He became joint managing director of Grange 
Press in 1991 and was appointed to the Board of Wyndeham Press Group as Chief Executive on the acquisition of 
Grange Press in 1992. On the retirement of John Jackson in March 2003 he assumed the role of Chairman and Chief 
Executive and continued in that role until 1 April 2005 when he became Chairman.
E R Heron aged 66 joined E T Heron & Co as a graduate management trainee in 1964 and became its managing 
director in 1968.  Following the acquisition of E T Heron & Co by Wyndeham Press Group in 1996 he was appointed 
to the Wyndeham Board on 20 March 1997.
P S Hollebone aged 51 is a chartered accountant having spent over twelve years in the profession with Moores 
Rowland Chartered Accountants culminating as group audit manager in their London Ofﬁce.  Following this he 
joined Business Technology Group as Group Financial Controller for ﬁve years and was appointed Finance Director 
of Wyndeham Press Group in 1992.
R E Kingston aged 46 joined the Company in April 2004 as Operations Director  and was appointed Chief Operating 
Ofﬁcer on 1 April 2005. He was previously manufacturing director at St Ives Web Division where he played a 
key role in developing the divisional strategy with particular responsibility for reorganising the manufacturing 
operations.  Prior to joining St Ives in 1994 he spent 8 years at Southernprint, culminating as production director.
P G Utting aged 39 joined the Company in October 2003 as Managing Director and was appointed Chief Executive 
on 1 April 2005.  He was sales director of the St Ives Web Division where, over the 4 years he was with St Ives, he 
developed the divisional sales strategy and restructured the sales force.  Prior to joining St Ives he held senior sales 
and management roles with William Clowes, Jarrold & Sons Group and with Southernprint, where he spent three 
years culminating as marketing and sales director.
NON-EXECUTIVE DIRECTORS
P A W Barber aged 71 was appointed as a director of the Company on 24 July 2001.  Prior to this he spent 15 
years with Sun Printers, one of Europe’s largest gravure printers and 2 years as technical co-ordinator of the 
European Rotogravure Association.  He left the Association to become production director of Independent 
Television Publications (‘ITP’) in 1980.  Following the sale of ITP to IPC he was appointed manufacturing director 
of Reed Publishing Europe and IPC until his retirement in April 2001.  He has served on numerous printing industry 
committees.
J L Jeremy aged 55 has been a director of the Company since 1 October 1993 and has been appointed the senior 
non-executive director.  Prior to this he spent twenty-ﬁve years in merchant banking, culminating as director of 
specialised ﬁnance at County NatWest.  He now acts as an independent ﬁnancial consultant offering corporate 
ﬁnance advice to a range of UK based businesses.
SECRETARY AND REGISTERED OFFICE
P S Hollebone, Audley House, Hove Street, Hove, East Sussex BN3 2DE
COMPANY NUMBER
933418 – 3 –
ADVISERS
STOCKBROKERS
Numis Securities Ltd, Cheapside House, 138 Cheapside, London EC2V 6LH
BANKERS
Barclays Bank Plc, PO Box 358, Brighton BN1 1SF
AUDITORS
Baker Tilly, International House, Queens Road, Brighton BN1 3XE
REGISTRARS AND TRANSFER OFFICE
Capita IRG Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
15 November 2004 Interim results for the six months ended 30 September 2004 announced.
16  June 2005  Preliminary results for the year ended 31 March 2005 announced.
21 July 2005  Annual General Meeting.
3 August 2005  Ex dividend date.
5 August 2005  Record date for ﬁnal dividend.
31 August 2005  Final dividend (3.03p per share) payable.
FINANCIAL CALENDAR – 4 –
FINANCIAL HIGHLIGHTS
Turnover up 14.3% to £141.3m (2004 £123.6m)
Gross margin* 26.4% (2004 22.4%)
Operating proﬁt* £9.5m (2004 £6.6m)
Operating margin* 6.7% (2004 5.3%)
Proﬁt before tax* £7.5m (2004 £4.4m)
Earnings per share* 9.8p (2004 6.9p)
Dividend per share 4.68p (2004 4.25p)
Net debt down 6.9% to £28.2m (2004 £30.3m)
* Before amortisation of goodwill & exceptional item
Turnover (£m)
127.7
125.6
123.2 123.6
141.3
200 5 2004 2003 2002 2001
Profit before Tax (£m)
12.5
0.9
6.1
2.6
5.7
200 5 2004 2003 2002 2001
Earnings per share (p)
21.1
3.5
9.7
6.9
9.8
200 5 2004 2003 2002 2001 – 5 –
THE CHAIRMAN’S STATEMENT
Overview
It is a pleasure to report good results for Wyndeham for the year to 31 March 2005.  The strong start to the year, 
that we announced at the interim stage in November 2004, was maintained during the second half of the year 
and this performance reﬂects good progress despite the absence of any improvement in market and economic 
conditions and the well publicised increase in energy costs.
The Group’s improvement in performance is in part a direct result of corporate action taken both during 2003 and 
2004.  Of particular relevance was the successful integration of Graphic Facilities, which won the pre press company 
of the year award, acquired a year ago and the success of our new centralised sales operation.  Wyndeham has 
continued to invest in state-of-the-art technology and as a result has beneﬁted from new contract wins. 
Results and Dividend  
Group turnover increased 14% to £141.3m (2004: £123.6m) and proﬁt before tax, exceptional items and amortisation 
of goodwill increased substantially by 70% to £7.5m (2004: £4.4m),  continuing the improvement achieved in 
2004.
In recognition of the long term strategy for growth and the overall improvement in margins throughout the Group 
the Board is recommending a 10% increase in the ﬁnal dividend to 3.03p (2004: 2.75p).  Subject to shareholder 
approval at the AGM the ﬁnal dividend will be paid on 31 August 2005 to shareholders on the register at the close 
of business on 5 August 2005.
The increase in ﬁnal dividend, if approved, will result in a total dividend for the year of 4.68p (2004: 4.25p) which 
is covered 1.4 times (2004: 0.7 times) by earnings.
The Group continues to be cash generative and net debt has fallen to £28.2m.  Interest cover has risen to 3.8 times 
(2004: 2.2 times).
Board and Employees
On behalf of the Board, I would like to thank our staff for all their efforts during the year.
Just after the period under review, on 1 April 2005, the Board announced the appointment of Paul Utting as Chief 
Executive.  Having joined Wyndeham as Group Managing Director in October 2003 from St. Ives PLC, Paul has 
had a signiﬁcant beneﬁcial impact on the Group driving the restructuring forward successfully.  His considerable 
contribution has been recognised by the Board and his appointment to Chief Executive is much deserved.
To support Paul in his new role as Chief Executive, I have agreed to continue as Chairman. 
Additionally, Roy Kingston who joined Wyndeham from St. Ives PLC shortly after Paul Utting has also made a 
signiﬁcant contribution to the Group as Chief Operating Ofﬁcer.  He continues to bring new operating techniques 
and ideas to the Group which are having a beneﬁcial impact on improving efﬁciencies.
Current Trading and Prospects
The current structure of Wyndeham has been established following careful analysis of the needs of our markets 
and considerable change has already been implemented to arrive at this position.  Wyndeham is now more efﬁcient 
and is now set to beneﬁt from the reorganisation of the business.
To drive Wyndeham’s growth in 2005 and beyond, the Board has been strengthened, supported by a very able 
management team and our new integrated offering is set to reap further rewards for our customers.
The installation of the second 64 page press at Wyndeham Heron is on track and on budget.  The press will have a 
good base load of new work, following contract wins, when it comes on line in September this year.
In 2005 Wyndeham has started to show the beneﬁts of the changes undergone in previous years.  Despite ongoing 
challenging conditions the Board is cautiously optimistic of further progress this year and thereafter.
B S Bedson 
Chairman 
15 June 2005 – 6 –
CHIEF EXECUTIVE’S REVIEW
Summary
The year under review has been one of signiﬁcant progress.  We have achieved strong ﬁnancial results, with 
increase in turnover and proﬁt, working within a competitive commercial environment.  We have successfully 
implemented a restructuring programme affecting all disciplines and product types, which have realised beneﬁts 
during this period and which will continue to support us in the new ﬁnancial year.
We have won a number of new and high proﬁle contracts which will provide a base loading for our new 64 
page press at Wyndeham Heron, our ﬂagship web offset plant, an investment that keeps us at the forefront of 
technological advances in the print arena.
Looking forward, although margin pressure will remain an issue, we are conﬁdent that our new initiatives planned 
for implementation in the current ﬁnancial year will further enhance our stated strategies to improve efﬁciency 
and reduce costs.
Group Strategy
Our strategy remains to serve a broad range of print markets through a diverse product offering, providing our 
customers with a ‘one stop shop’ for all of their print requirements.
Internally, we continue to promote maximum co-operation and ﬂexibility between all our operations and we are 
structuring the Group management and resources in order to achieve this objective.
We continue to pursue cost and efﬁciency improvements by leveraging the Group resources and by adoption of 
‘World Class’ manufacturing measures.
In addition we will continue to invest in technologically advanced equipment and infrastructure to offer our clients 
competitive advantage and to support Wyndeham’s continued growth.
Group Integration and Reorganisation 
Sales and Marketing
Following the creation of a centralised Group sales team in early 2004 our sales staff are now able to offer the 
whole range of Group options to our customers.  We have already started to realise the beneﬁts, with contract 
wins that have been dependant on this co-ordinated offering and that span a number of Wyndeham sites.  The 
contract awarded to us in December 2004 from the National Magazine Company where we provide both pre-press 
and print services endorses the value of an integrated sales force.
This has been enhanced by the formation of Wyndeham Bespoke, our new Print Management business enabling our 
sales team to offer a range of in house and outsourced solutions.  Print management is a rapidly growing business 
and we are encouraged that Wyndeham Bespoke has already gained an important foothold in the market.
Costs and Efﬁciency
Following the assessment and subsequent centralisation of our purchasing function during the last year, we have 
seen both ﬁnancial beneﬁts and improved service levels.
In addition we continue to work on a number of initiatives to improve efﬁciency and lower operating cost. These 
include: the introduction of ‘Lean Manufacturing’ techniques in a number of Group companies, the closure of 
manufacturing operations at Wyndeham Keyne Print, work previously produced at this site is being successfully 
produced in other Group locations, and a project to examine logistic costs at our major sites.
In order to achieve these business improvement initiatives, we have made a number of key management changes, 
including a new managing director at our continuous stationery business, Wyndeham Print Direct, and the 
appointment of two divisional ﬁnance directors reporting directly to the Group Financial Director.
However, despite the continual pressure on selling prices, we are subject to certain increases in costs.   This year, 
we have incurred extra cost as a result of electricity and gas price increases and these costs which are forecast to 
increase signiﬁcantly again on renewal of contracts. In the year ended 31 March 2005 we suffered a 30% increase 
and we are anticipating a further 45% increase in the current ﬁnancial year. We are active in monitoring and 
assessing cost increases with a view to minimising their impact without affecting the quality of our products. – 7 –
CHIEF EXECUTIVE’S REVIEW
Capital Investment
As expected, capital investment has remained at a relatively low level this year at £5.2m (2004: £4.4m).
At our half year results we announced the purchase of a new 64 page press for the Heron site at a cost of £7m. 
This is currently being installed and will be operational by September 2005 and will result in capital expenditure of 
approx £10m in total during the current ﬁnancial year.
In addition the Group has also invested in additional improvements to facilitate improved use of resources and 
common working methods across all sites in two areas; pre-press workﬂows and a Group wide production planning 
system. These investments will cost approximately £0.5 million to be spread over 3 years.
Market Conditions
During the year, market conditions have remained challenging.  Advertising levels remained at similar levels to 
the previous year and as a result there has been little change in pagination. Advertising levels in the current year 
are difﬁcult to predict but if the consumer slow down continues it is likely to have an impact. However industry 
statistics show that overall, copy sales have increased and we have seen an increase in new launches in the weekly 
sector, a trend which looks set to continue in the coming year. In the commercial print markets, demand has 
remained stable during the year.  Much commercial print is aimed at the consumer market and we are therefore 
closely monitoring the developments in consumer spending and the response from the business community. 
Magazine
We continue to print a wide range of both consumer and business to business titles, providing a good mix of work 
for all our sites.   
We have won a number of new contracts.  In January we were pleased to announce the signing of a new 5-year 
contract with Haymarket Publishing worth approximately £50m over the contract term of 5 years.  We have also 
won new business with Dennis Publishing and National Magazine Company totalling approximately £4 million per 
annum.
These contracts were targeted in order to provide the right balance of work to utilise the additional capacity which 
will be available following the installation of the 64 page press at Wyndeham Heron. The overall capacity in the 
sector remains an issue and we will remove old equipment as planned to keep supply in line with demand as far 
as possible.
Commercial
Our initiatives put in place to capitalise on the opportunities in this market have been encouraging.  
The centralised sales team, working in tandem with our new Wyndeham Bespoke business have brought a number 
of new opportunities particularly in the ﬁnancial sector.  
We also continue with our work for a number of blue chip clients including: General Motors, Tesco and Thomas 
Cook Holidays. 
Margin pressure remains high in this sector.  We have consolidated capacity with the closure of manufacturing 
operations at Wyndeham Keyne Print and alongside new business opportunities, we continue to look at ways to 
improve efﬁciencies.
Financial Review
Turnover for the year increased by 14% to £141.3m (2004: £123.6m) and this generated operating proﬁt, before 
exceptional costs relating to restructuring (totalling £0.6m) and goodwill amortisation (totalling £1.2m) of £9.5m 
(2004: £6.6m). 
There is a slight reduction in interest payable to £2.0m (2004: £2.3m), due to a reduction in net debt. Proﬁt before 
tax, exceptional items and goodwill amortisation was £7.5m (2004: £4.4m). 
Earnings per share before exceptional items and goodwill amortisation was 9.8p (2004: 6.9p) reﬂecting a 42% 
increase.
(continued) – 8 –
CHIEF EXECUTIVE’S REVIEW
(continued)
Outlook
Despite the fact that the challenging trading conditions look set to remain, we believe that Wyndeham, with 
our emphasis on investment in improved technology and with our strategy to drive internal improvements on all 
fronts, will continue to show progress this year and onwards.
Paul Utting
Chief Executive 
15 June 2005 – 9 –
FINANCIAL REVIEW
This review is intended to serve as an additional explanation to the accounts which follow, summarising some of 
the key details and providing reasons for accounting treatments adopted.
RESULTS
In the year under review operating proﬁt before amortisation of goodwill and exceptional items amounted to 
£9.5m (2004: £6.6m) an increase of 44% over the previous year.
The exceptional item of £0.6m this year was re-organisation costs, last year the exceptional items of £0.8m were  
bad debts net of provisions and re-organisation costs.
Amortisation of goodwill this year was £1.2m (2004: £1.0m).
The net interest charge for the year was £2.0m (2004: £2.2m) reﬂecting a reduction in borrowings.
The proﬁt on ordinary activities before taxation, goodwill amortisation and exceptional items was £7.5m (2004: 
£4.4m) an increase of 70%.
The proﬁt on ordinary activities before taxation was £5.7m (2004: £2.6m).  The tax charge for the year was £2.5m 
(2004: £1.2m) representing an effective rate of 43% (2004: 46%).  This high effective rate arises principally from 
the disallowance of goodwill amortisation for tax purposes.
The proposed ﬁnal dividend for the year is 3.03p per share (2004: 2.75p) making a total distribution for the year 
of 4.68p (2004: 4.25p).  The dividend will absorb £2.4m (2004: £1.9m) and is covered 1.4 times (2004: 0.7 times), 
leaving a proﬁt of £0.9m (2004: loss of £0.5m) to be transferred to reserves.
BALANCE SHEET
Our balance sheet has shown a considerable improvement in strength this year with the restructuring of our debt 
facilities by taking out a new ten year loan replacing existing short term borrowings, with our bankers Barclays 
Bank PLC. Net current liabilities have reduced from £16.5m to £2.4m. Included in creditors due within one year are 
items which fall due over the year including corporation tax which is payable by quarterly instalments and ﬁnance 
lease obligations which are payable by regular monthly instalments. This means that although the Group balance 
sheet shows net current liabilities the group cash ﬂow projections show that the Group can meet all its obligations 
as they fall due.
CASH FLOWS, CASH AND DEBT
The Group cash ﬂow statement is set out in full on page 28.  Over the year there has been a net inﬂow of £1.1m.  
Our net borrowings reduced from £30.3m to £28.2m by the year end of which £10.5m is at ﬁxed rates ranging 
from 4.4% to 7.5%.  The balance is at 1% over base rate and this averaged 5.6% during the period.  Given the high 
level of operating gearing within a printing business, we believe our optimal level of debt/equity is between 50% 
and 100%.  In measuring our ﬁnancial leverage and stability we pay more regard to interest cover than gearing 
because the latter is affected by the goodwill writeoffs associated with previous acquisitions.  Interest cover has 
increased from 2.2 times to 3.8 times and gearing reduced to 49% (2004: 55%).  Our targets are a minimum of 4 
times interest cover and a maximum of 100% gearing.  We purchased ﬁnishing equipment, pre-press equipment 
and extended one of our factories at a total cost of £5.2m.
The Group has a progressive dividend policy.  Dividend growth will follow earnings growth and we will aim in the 
future to maintain dividend cover at our target of 3 times.  We believe this level of cover should generate sufﬁcient 
retained capital to support the equity component of our investment programme.
For major deposits, our policy remains that we expect the bank concerned to maintain a long term credit rating 
of AA or better
ACCOUNTING AND FINANCIAL REPORTING
The company will be required to use International Financial Reporting Standards (IFRS) in the preparation of the 
Group ﬁnancial statements with effect from the ﬁnancial year ending 31 March 2006, including the Interim Report 
for the six months ending 30 September 2005, and restatement of comparative ﬁgures. – 10 –
FINANCIAL REVIEW
We stated in the 2004 Annual Report and Accounts that the company had commenced work on its project to 
review the impact of IFRS, and work on the project has continued in the period since. The key areas of impact 
on the proﬁt and loss account and balance sheet are likely to be in accounting for goodwill, and for share-based 
payments. There will also be other areas of less signiﬁcance. It is our intention to publish a restatement of the 
results for the year ended 31 March 2005 at or around the time of the publication of the interim results for the six 
months ending 30 September 2005 to allow the impact to be interpreted and understood. During the transition to 
IFRS we will provide reconciliations between IFRS and current UK Generally Accepted Accounting Practice to help 
with this understanding. 
Eight new Financial Reporting Standards have been issued since the last Annual Report and there have also been 
two Urgent Issue Task Force pronouncements during the year. 
We believe that we have complied with the requirements of these Financial Reporting Standards and the UITF 
pronouncements where applicable.
TREASURY POLICY
The Group maintains a centralised treasury function which reports to the Group Finance Director and which 
operates within written policies approved by the Board and within the Group’s internal control framework.  All 
treasury activities are focused on risk management with no transactions being undertaken on a speculative basis.
The object of the treasury function is to manage the Group’s banking relationships and arrange centrally an 
appropriate mix of bank facilities to meet anticipated borrowing requirements.  It also provides advice to subsidiaries 
on banking, reporting and ﬁnancing; monitors the activities of local cash management; and the administration of 
intra-Group borrowings.
The Group has not entered into any derivative transactions (principally interest rate swaps and forward foreign 
currency contracts) during the year.
It is, and has been throughout the period under review, the Group’s policy that no trading in ﬁnancial instruments 
shall be undertaken.
Interest rate risk
The Group ﬁnances its operations through a mixture of retained proﬁts and bank and ﬁnance lease borrowings.  
The Group borrows in sterling and euros at both ﬁxed and variable rates of interest to manage the Group’s exposure 
to interest rate ﬂuctuations.  The Group’s policy is to keep the split of borrowing between ﬁxed and variable rates 
of interest under regular review.
Liquidity risk
As regards liquidity, the Group’s policy has throughout the year been that, to ensure continuity of funding, 
repayment periods on all borrowings are appropriately matched to the forecast income streams from the assets to 
which the borrowing relates.
Short-term ﬂexibility is achieved by overdraft facilities.
Currency risk
The Group purchased plant in the past with the assistance of a loan denominated in Euros, the balance outstanding 
at 31 March 2005 being £0.1m.  The Group has a cash ﬂow of income in Euros from customers which is sufﬁcient 
to fund the servicing of the debt.  The limited foreign currency risk to which the Group is exposed is, therefore, 
effectively minimised.  During the year currency movements had minimal impact on proﬁts.
Effect of interest rates
The Group’s borrowings and cash are all held in sterling and euros.  At present our borrowings are split between 
variable and ﬁxed rates of interest.  The signiﬁcant element of our debt comprises ﬁnance lease contracts for the 
purchase of our plant.  The remainder comprises bank loans originally taken out to fund the consideration for the 
acquisition of Print Direct and to ﬁnance the purchase of property and equipment.
(continued) – 11 –
FINANCIAL REVIEW
(continued)
KEY PERFORMANCE INDICATORS AND BENCHMARKING OF PERFORMANCE
We benchmark our performance against a peer group of comparable businesses (Bemrose, Fulmar, Polestar, St Ives).  
We aim for top quartile performance compared to this group in the following categories: operating proﬁt as a 
percentage of sales, return on capital employed, proﬁt per employee, proportion of repeat business.  We believe 
we currently rank in the second quartile of the printing sector on these criteria.
The Group achieved a return on capital employed before exceptional items of 6.6%.  In the long-term our objective 
is a steady rise in return on capital employed as a result of acquisitions, capital expenditure programmes and 
improvements in efﬁciency and machine utilisation.
TAXATION
The effective rate of taxation on proﬁt before the amortisation of goodwill for 2005 was 35.6% (2004: 32.9%).   
Full provision for deferred taxation has been made on all timing differences.
GOING CONCERN
After making enquiries, the directors have a reasonable expectation that the Company 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 accounts.
P S HOLLEBONE
Finance Director – 12 –
REPORT OF THE DIRECTORS
The directors present their Annual Report together with the audited ﬁnancial statements for the year ended 
31 March 2005.  These will be laid before the shareholders at the Annual General Meeting to be held on 21 July 
2005.
PRINCIPAL ACTIVITIES
The principal activities of the Group are quality pre-press and sheet-fed and web-offset lithographic printing of 
magazines, journals, timetables, manuals and documents.  A review of the Company and its subsidiaries’ businesses 
is given in the Chief Executive’s Review.
BUSINESS REVIEW AND FUTURE DEVELOPMENTS
The Review of the Group’s operations and future prospects is included within the Chief Executive’s Review.
RESULTS AND DIVIDENDS
The Group’s proﬁt before taxation amounted to £5.7m (2004: £2.6m).  The proﬁt after taxation was £3.3m (2004: 
£1.4m).  The directors recommend a ﬁnal dividend of 3.03p (2004: 2.75p) per share, making a total for the year of 
4.68p (2004: 4.25p) per share.  Dividends paid and proposed for the year amounted to £2.4m (2004: £1.9m) leaving 
£0.9m (2004: loss of £0.5m) to be transferred to reserves.  If approved at the Annual General Meeting the ﬁnal 
dividend will be paid on 31 August 2005 to qualifying shareholders on the Register at the close of business on 
5 August 2005.  The dividend is covered 1.4 times (2004: 0.7 times).
SHARE CAPITAL
Details of shares issued during the year are set out in note 20 on page 43.
SHARE OPTION SCHEMES
Options were granted during the year under the group’s share option schemes. Details of the options outstanding 
at the year end are given in note 20 on page 43.
SUBSTANTIAL SHAREHOLDERS
According to the register maintained by the Company the following were interested in 3% or more of the issued 
share capital at 31 May 2005.
Number of ordinary shares
Percentage of issued ordinary 
share capital
Fidelity Investments 5,974,200 11.79
SVG Capital 3,368,181 6.65
Artemis Investment Management 3,032,069 5.98
G Holmes 2,750,661 5.43
Prudential 2,130,000 4.20
Legal & General 1,744,548 3.44
A J Austin 1,640,157 3.24 – 13 –
REPORT OF THE DIRECTORS
DIRECTORS
The directors of the Company during the year and their interests (beneﬁcial unless stated otherwise) in the ordinary 
share capital of the Company and in options to purchase such shares under the Executive Share Option Schemes 
were:
                Ordinary shares of 20p each
 31 March 2005 31 March 2004
                                Options Shares Options Shares
A J Austin 100,000 1,640,157 100,000 1,640,115
P A W Barber* - - - -
B S Bedson 150,000 1,239,982 253,226 1,239,982
E R Heron 100,000 1,310,329 100,000 1,310,329
P S Hollebone 170,000 128,007 177,419 128,007
R E Kingston (appointed 5 April 2004) 130,000 - - -
J L Jeremy* - 9,944 - 9,944
R Stokell* (resigned 16 July 2004) - - - 10,000
P G Utting 265,000 20,000 100,000 20,000
*non-executive
The market price of the shares at 31 March 2005 was 152.5p, during the year the highest price was 157.5p and the 
lowest was 102.5p.            
Details of share options granted to and exercised by the Directors in the year are shown in the Directors’ 
Remuneration Report.  No other rights to subscribe for shares in or debentures of the Company or any other 
subsidiary undertaking of the Group was granted to or exercised by any director or a member of his immediate 
family.
There have been no other changes in the above directors’ interests between 31 March 2005 and 31 May 2005.
The directors who retire by rotation are Mr A J Austin and Mr E R Heron who being eligible offer themselves for 
re-election.   Mr Austin and Mr Heron have service contracts with the Company which require 3 months notice of 
termination. 
Mr P A W Barber retires in accordance with S.293 and S.379 of the Companies Act 1985, being over the age of 
70 years.  Mr Barber is seeking reappointment at the forthcoming annual general meeting.  He does not have a 
service contract with the Company. Mr J L Jeremy retires in accordance with the Combined Code having served 
on the board for more than nine years. Mr Jeremy is seeking reappointment at the forthcoming annual general 
meeting. He does not have a service contract with the Company.  The Board consider that both Mr Barber and Mr 
Jeremy continue to demonstrate commitment and are effective members of the Board.
A third party indemnity provision as deﬁned in section 309B(1) of the Companies Act 1985 is in force for the 
beneﬁt of each of the directors.
(continued) – 14 –
EMPLOYMENT POLICY 
The Company offers equal opportunities in recruitment, training and promotion and in terms and conditions of 
employment without discrimination on grounds of colour, ethnic or racial origin, nationality, disability, sexuality 
or marital status.
Companies in the Group are charged with ensuring that all employees understand their responsibility for the 
active implementation of this policy.  Responsibility for implementing recruitment policy, staff training and 
development lies with the operating divisions.  Wyndeham Press Group recognises the great importance of internal 
communication and consultation.  The operating divisions have clear responsibility for keeping their employees 
fully informed about the state of the business.
Incentive programmes and performance-related bonuses for managers are being used increasingly throughout the 
Group.  Decision making is devolved to the greatest extent possible and an individual’s performance is measured 
and rewarded against clearly deﬁned objectives.
The terms and scope of these programmes, as well as of the share option scheme which is in place, are kept under 
constant review.
SUPPLIERS
The Group recognises the importance of maintaining business relationships with its suppliers and settles their 
invoices within agreed terms unless there are good reasons not to do so. 
Trade creditors of the Group at 31 March 2005 were equivalent to 73  days (2004: 78 days)  purchases, based on the 
average daily amount invoiced by suppliers to the Group during the year.
ENVIRONMENTAL POLICY
It is the Group’s policy to seek continually to eliminate and where this is not practicable, to minimise negative 
environmental impacts from the Group’s operations whilst continuing to produce high quality products to its 
customers’ needs, speciﬁcation and satisfaction.
Environmental impact is considered throughout the organisation, with particular emphasis placed upon:
• design and development of new products and processes;
• selection of raw materials and suppliers;
• internal production methods to include:
o reducing wastage
o reducing energy usage
o reducing the use of scarce resources, including raw materials;
• minimising the use and controlling the disposal of hazardous substances;
• controlling emissions to air, drainage and landﬁll.
It is the Group’s policy to comply with all statutory environmental requirements as a minimum and to aim to 
improve upon the standards set by local regulatory authorities. To this end each subsidiary is regularly reviewed by 
the Environmental Management Team to:
• benchmark performance across the group;
• help sites identify and prioritise issues for improvement;
• ensure legal compliance.
The results of the reviews are communicated directly to the Chief Operating Ofﬁcer and appropriate action is 
taken.
In line with our practice of having measurable performance standards, the group has initiated a programme under 
which all of our operations are targeting the achievement of accreditation under the international environmental 
management standard ISO 14001. Wyndeham Gait became the ﬁrst company in the Group to achieve this standard 
in September 2004. It is our aim that all sites will achieve accreditation by the end of 2006.
REPORT OF THE DIRECTORS
(continued) – 15 –
PURCHASE OF OWN SHARES
The directors will be asking shareholders to renew the authority granted to them at last years AGM to purchase 
the Company’s own shares. Further details of this resolution are set out in the formal Notice of Annual General 
Meeting on pages 49 and 50 of this document and the notes that accompany it. 
TAX STATUS
The directors are of the opinion that the Company is not a close Company within the meaning of the provisions of 
the Income and Corporation Taxes Act 1988.
AUDITORS
Baker Tilly have expressed their willingness to continue in ofﬁce as auditors and a resolution proposing their 
reappointment and to authorise the directors to agree their remuneration will be put to the Annual General 
Meeting.
ANNUAL GENERAL MEETING
The Notice of Annual General Meeting to be held on 21 July 2005 is on pages 49 to 50.
On behalf of the Board
P S Hollebone
Director and Company Secretary
15 June 2005
REPORT OF THE DIRECTORS
(continued) – 16 –
CORPORATE GOVERNANCE
The Company is committed to high standards of corporate governance.  This statement describes how the Company 
applies the provisions of the revised Combined Code on Corporate Governance.
Shareholder Relations
The Board seeks to present a balanced and understandable image of the Group’s position and prospects by way 
of its Annual Report and Accounts, Interim Report and press releases.  We have a web site (www.wyndeham.
co.uk) which provides information on all the companies in the Group and has updates on ﬁnancial and operational 
developments.  The full Annual Report and Accounts and the half-year Interim Report are sent to all shareholders 
and are accessible on our web site.  Members of the Board hold regular meetings with institutional shareholders 
to discuss Group strategy and objectives and to gain an understanding of their views about the Company.
An overview of the Group’s progress is presented at the Annual General Meeting and shareholders have the 
opportunity to raise matters of interest with the members of the Board.  The 2005 Annual Report and notice of 
the Annual General Meeting will be sent to shareholders at least 20 business days prior to the 2005 Annual General 
Meeting.
Membership of the Board Committees and a summary of their terms of reference are as follows:
The Board
The Company’s Board currently comprises the Chairman, the Chief Executive, four other executive directors and 
two other non-executive directors, both of whom, in the opinion of the Board, are independent.  The directors 
possess a range of experience to enable them to bring independent judgement on issues of strategy, performance, 
resources and standards of conduct which is vital to the success of the Group. The Board is responsible to shareholders 
for the proper management of the Group.
The Chairman has primary responsibility for the running of the Board and for ensuring effective communication 
with shareholders. The Chief Executive is responsible for operations and for the development of strategic plans 
and initiatives for consideration by the Board. The division of responsibilities between the Chairman and the Chief 
Executive has been clearly established and agreed by the Board. John Jeremy is the Senior Independent Director 
of the Company.
The Chairman had no other signiﬁcant commitments during the year.
The Board has a formal schedule of matters speciﬁcally reserved to it for decision. All directors have access to the 
advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures 
are followed and that applicable rules and regulations are complied with. In addition, the Company Secretary 
ensures that the directors have access to appropriate training as necessary. The non-executive directors have 
a particular responsibility to ensure that the strategies proposed by executive directors are fully discussed and 
critically examined.
To enable them to fulﬁl their roles all directors have full and timely access to all relevant information. The Board 
meets regularly and not less than six times a year and there is frequent contact between meetings to progress the 
Company’s business.
In addition to the roles described above, the non-executive directors play a major role on three key committees 
of the Board which are vital to effective corporate governance.  All directors, except the Chief Executive, are 
required to submit themselves for re-election at least every three years. In accordance with the Code, the Board 
has reviewed the independence of Mr J L Jeremy, who has served on the Board in excess of nine years. The review 
concluded that Mr Jeremy is independent in character and in the exercise of his judgement and for these reasons 
the Board considers him to be independent. In accordance with the Code, Mr Jeremy will stand for annual re-
election at each Annual General Meeting.
The performance of the Board, its non-executive directors and sub-committees was formally evaluated during 
the year. The evaluation was conducted by means of a detailed questionnaire completed by all directors. The 
results of this questionnaire were compiled by the Company Secretary for review by the Chairman and the Board 
as a whole. The non-executive directors appraise the performance of the Chairman through discussions with all 
the directors individually, and together with the Chairman they appraise the performance of the Chief Executive. 
The performance of the executive directors is monitored throughout the year by the Chief Executive and the 
Chairman. – 17 –
CORPORATE GOVERNANCE
(continued)
The Chairman meets periodically with the non-executive directors, without the executive directors present, to 
discuss a range of issues including strategy, ﬁnancial performance, progress towards targets and the performance 
of the executive directors. 
During the year ended 31 March 2005 the Board met 9 times to deal with regular business, this is felt to be 
adequate to enable effective running of the Company. The attendance record of individual Directors at Board and 
Committee meetings is detailed below.
Board
Meetings
Audit
committee
Remuneration
committee
Nomination
committee
Number of meetings in year 9 3 2 1
A J Austin 7 - - -
P A W Barber 9 3 2 1
B S Bedson 9 - 2 1
E R Heron 9 - - -
P S Hollebone 9 - - -
J L Jeremy 9 3 2 1
R E Kingston (appointed 5 April 2004) 8 - - -
P G Utting 9 - - -
R Stokell (resigned 16 July 2004) 1 1 - -
Audit Committee
Members: P A W Barber , J L Jeremy (Chairman), R Stokell
Terms of reference: To assist the Board in discharging its responsibilities for corporate governance, ﬁnancial 
reporting and corporate control, and to keep under review the scope and results of the 
external audit and its cost effectiveness, and the independence and objectivity of the 
auditors. At some of the meetings the external auditors and the Finance Director are asked 
to attend. The Committee also meets with the external auditors in private.
 The Committee reviews all published accounts and post audit ﬁndings before their 
presentation to the Board, focusing in particular on accounting policies, compliance, 
management judgement and estimates. It also monitors the Group’s internal control and 
risk management regime (including the effectiveness of the internal audit function) and 
ﬁnancial reporting. Any signiﬁcant ﬁndings or identiﬁed weaknesses are closely examined so 
that appropriate action can be taken, monitored and reported to the Board. 
 The Audit Committee also advises the Board on the appointment of external auditors and 
on the scope, results and cost effectiveness of their audit work. The Committee has adopted 
a policy which prohibits certain types of non-audit work that may be performed by the 
Company’s auditors, particularly where auditor objectivity and independence would be at 
risk. Other non-audit work which may be provided by the auditor is put to tender where 
considered appropriate. The Audit Committee also assesses the overall objectivity of the 
auditors’ services so that an independent professional relationship is maintained. Details of 
the auditors’ remuneration appear in note 4 to the accounts. – 18 –
CORPORATE GOVERNANCE
(continued)
Remuneration Committee
Members: P A W Barber, J L Jeremy (Chairman)
Terms of reference: To recommend to the Board the remuneration policies for executive directors.  To determine 
the remuneration of the executive directors and the Chairman.
Nomination Committee
Members: P A W Barber, B S Bedson, J L Jeremy (Chairman)
Terms of reference:  To review the composition and structure of the Board and to identify and recommend 
candidates for executive and non-executive positions, based on the required role and 
capabilities which have been speciﬁed for their appointment. Executive search consultants 
are used by the Committee to assist this process as appropriate.
Risk Management and Internal Control
The Board is responsible for the Group’s system of internal control and for reviewing its effectiveness.  Such a 
system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only 
provide reasonable and not absolute assurance against material misstatement or loss.
The Board is of the view that there is an ongoing process for identifying, evaluating and managing the Group’s 
signiﬁcant risks, that it has been in place for the year ended 31 March 2005 and up to the date of approval of the 
annual report and accounts, that it is regularly reviewed by the Board and that it accords with the internal control 
guidance for directors on the Combined Code.
The Board receives reports setting out key performance and risk indicators and considers possible control issues 
brought to their attention by early warning mechanisms which are embedded within the operational units and 
reinforced by risk awareness training.  The Board and the audit committee also receive regular reports from the 
internal audit and ‘health, safety and environmental monitoring’ functions which include recommendations for 
improvement.  The audit committee’s role in this area is conﬁned to a high-level review of the arrangements for 
internal ﬁnancial control.  The Board’s agenda includes a regular item for consideration of risk and control and 
receives reports thereon from the audit committee.  The emphasis is on obtaining the relevant degree of assurance 
and not merely reporting by exception.  
At its June 2005 meeting, the Board carried out the annual assessment for the year ended 31 March 2005 by 
considering documentation from management and internal audit and taking account of events since 31 March 
2005.
Auditor independence
The auditors are precluded from engaging in non-audit services that would compromise their independence or 
violate any laws or regulations affecting their appointment as auditors. Approval of the Board is required prior 
to awarding contracts for non-audit services to the external auditors. The external auditors report to the Audit 
Committee annually on their independence from the Company, including periodic rotation of key partners.
Compliance with the code provisions
The directors consider that the Company has, during the year ended 31 March 2005 complied with the requirements 
of the revised Combined Code except as follows:
Speciﬁed Terms of Appointment
The non-executive directors have not been appointed for speciﬁed terms.  Under the Company’s articles one third 
of the directors must stand for re-election at each Annual General Meeting and therefore the Board feel that 
speciﬁed terms for non-executive directors are unnecessary.
From 1 April 2003 to 31 March 2005 Mr Bedson had the dual role of Chief Executive and Chairman, this is a breach 
of the Combined Code provision A2.1. From 1 April 2005 he relinquished his role of Chief Executive but continues 
as Chairman. On appointment as Chairman he did not meet the independence criteria required by Code provision 
A2.2. – 19 –
THE DIRECTORS’ REMUNERATION REPORT
Shareholder Approval
In accordance with the Directors’ Remuneration Report Regulations 2002, an ordinary resolution to approve this 
Remuneration Report will be put to the Annual General Meeting on 21 July 2005.
Remuneration Committee
The Remuneration Committee is comprised of all the non-executive directors.  The Committee’s members during 
the year were John Jeremy (who chairs the Committee) and Peter Barber, neither of whom has any business 
relationship with the Company which might interfere with the exercise of their independent judgement on 
remuneration matters.  The Chairman is invited to attend Committee meetings in an advisory capacity but is not 
present during discussions relating to his own remuneration.  The Committee also seeks advice as appropriate 
from external remuneration consultants, but no advice was sought in the year.
Remuneration Policy
Executive Directors
The Committee reviews the Company’s policy for the remuneration of the executive directors and makes 
recommendations to the Board. The Committee applied the following remuneration policy to all executive 
directors during the year.  The Committee intends that the remuneration of all executive directors will continue to 
be determined on these principles but will be subject to a review by the Committee in the light of any legislative, 
regulatory and/or market practice changes.  The Company’s policy is to provide remuneration opportunities linked 
to and dependent upon the performance of the Group.  In making its recommendations the Committee seeks 
to follow the principles and provisions set out in Section 1 Part B and Schedule A of the Combined Code.  Total 
remuneration packages for the executive directors are intended to take account of:
- the size and nature of the Company’s business and the particular duties and responsibilities of the role;
- conditions prevailing in the employment market generally;
- the remuneration of senior management of other public companies in the printing industry (media 
sector) which the Company measures itself against; and
- the qualiﬁcations and experience of the individual concerned.
It is the Committee’s opinion that remuneration packages should strike a balance between ﬁxed and performance-
related elements of pay.  The ﬁxed element of the remuneration package i.e. basic salary, beneﬁts and contributions 
to personal pension funds, is set at relative medium levels with respect to other companies in the printing sector.  
The variable elements (discretionary annual bonus scheme, share options and the Long Term Incentive Plan) 
have been designed to provide the executive directors with the opportunity to earn further rewards but only in 
recognition of superior performance.
Performance Related Bonus
Executive Directors can earn an annual bonus for the achievement of speciﬁc ﬁnancial and qualitative targets set 
by the Remuneration Committee and dependent upon individual performance.
By reference to corporate budgets the Committee sets the level of ﬁnancial targets at which bonuses are paid 
before the commencement of each ﬁnancial year.  The highest levels of bonus (up to 50% of salaries) are paid on 
achievement of performance as determined by the committee.  Bonuses are non-pensionable.
Contracts of Service
In line with the recommendation of the Combined Code all contracts have a maximum of a 12 month or less notice 
period with the exception of Mr Bedson. Since the year end Mr Bedson has relinquished his Chief Executive role 
and continues solely as Chairman. His new contract is for a ﬁxed term ending 31 March 2007. No compensation 
payments for loss of ofﬁce were made to Directors during the year. – 20 –
THE DIRECTORS’ REMUNERATION REPORT
(continued)
Incentive Schemes
There are two Executive Share Option Schemes (ESOS) in existence; an Inland Revenue Approved Scheme and an 
Unapproved Scheme.
The ESOS are share option schemes developed in line with long established market practice.  Under the approved 
scheme each individual participant is subject to a maximum £30,000 of options granted during a rolling ten year 
period.  Under the unapproved scheme each individual participant is subject to a 100% remuneration cap on the 
number of options at the option price granted each year.
Share options are granted to each Executive Director at a level of up to one times salary.  All grants are discretionary 
and awards may be varied depending on the speciﬁc circumstances including the performance of the Director to 
date and are not subject to future performance criteria.
Options granted may not normally be exercised earlier than 3 years or more than 10 years after the date of the 
grant.  Early exercise is permitted in certain speciﬁc cases, such as retirement, redundancy or the sale of the whole 
or part of the business.  Shares issued on exercise of options rank pari passu with existing shares.
Total options granted to employees under the schemes during the ﬁnancial year were as follows:
Date Number Exercise Price
7 December 2004 85,000 130.5p
Details of options outstanding at the end of the ﬁnancial year are given in Note 20 on page 43.
Long Term Incentive Plan
A Long Term Incentive Plan for future awards was approved at the Annual General Meeting held on 22 July 
2003.  The plan provides for an annual award of shares worth up to 100% of salary.  Vesting of the awards will be 
conditional upon achieving performance conditions that requires the Group’s adjusted earnings per share (EPS) 
growth to exceed the growth in the Retail Prices Index (RPI) plus a further percentage per annum over a period of 
3 years measured from a ﬁxed base point at the date of setting the award target.
Non-Executive Directors
The non-executive directors do not have service agreements with the Company.  They are subject to re-election at 
least every three years. A non-executive director’s appointment may be terminated on his not being re-elected by 
shareholders at the Annual General Meeting.  The dates of appointment or re-election are as follows:
P A W Barber 20 July 2004
J L Jeremy 22 July 2003
The remuneration of non-executive directors is determined by the Board of Directors with the assistance of 
independent advice concerning comparable organisations and appointments.  Fees are reviewed on an annual 
basis and were last increased on 1 April 2004.   – 21 –
THE DIRECTORS’ REMUNERATION REPORT
(continued)
FTSE Small Cap Price Index
Wyndeham Press Group PLC
0
£20
£40
£60
£80
£100
£120
March
2005
March
2004
March
2003
March
2002
March
2001
March
2000
TSR is the notional return from a stock or index based on share price movements and declared dividends.
Review of Past Performance
The Group’s total shareholder return (TSR) performance (i.e. share price movements plus dividends reinvested) 
over the last ﬁve years relative to the total return of the FTSE small cap price index re-based to 2000 is set out 
below.  This index has been selected to provide an established and broad-based comparator group of companies 
of similar scale to Wyndeham, against which the Group’s TSR performance can be measured. – 22 –
THE DIRECTORS’ REMUNERATION REPORT
(continued)
As required by the Companies Act 1985 the remainder of the remuneration report has been audited.
Directors’ emoluments
2005 2004 2005 2004
Salary/
Fees
£’000
Beneﬁts
£’000
Bonus
£’000
Total
£’000
Total
£’000
Pension
contributions
£’000
Pension
contributions
£’000
Executive directors
A J Austin 155 35 45 235 181 23 22
B S Bedson 301 38 150 489 378 51 51
E R Heron 170 7 45 222 174 26 26
P S Hollebone 155 26 45 226 172 23 22
P G Utting 200 23 100 323 91 30 12
R E Kingston
(appointed 5.4.04)
125 22 45 192 - 13 -
1,106 151 430 1,687 996 166 133
Non-executive Directors
P A W Barber 25 - - 25 25 - -
J L Jeremy 30 - - 30 29 - -
55 - - 55 54 - -
Former Directors
R Stokell
(resigned 16.7.04)
9 - - 9 - - -
9 - - 9 - - -
Total 1,170 151 430 1,751 1,050 166 133
Directors’ pension contributions
The company contributes to individual personal pension schemes in respect of the Executive Directors. – 23 –
THE DIRECTORS’ REMUNERATION REPORT
(continued)
Directors’ Share Options
Share options held by Directors and not exercised at 31 March 2005 in respect of the executive share option 
schemes (1990) (2002) are set out below:
Date of grant As at
31.03.2004
Options
granted
in year
Options
exercised
in year
Options 
lapsed
in year
As at
31.03.2005
Exercise
price
pence
Date from
which
exercisable
Expiry
date
B S Bedson 26.11.1994 103,226 - - 103,226 - 135.625 26.11.1997 26.11.2004
16.08.2002 150,000 - - - 150,000 87.5 16.08.2005 16.08.2012
A J Austin 16.08.2002 100,000 - - - 100,000 87.5 16.08.2005 16.08.2012
E R Heron 16.08.2002 100,000 - - - 100,000 87.5 16.08.2005 16.08.2012
P S Hollebone 26.11.1994 77,419 - - 77,419 - 135.625 26.11.1997 26.11.2004
16.08.2002 100,000 - - - 100,000 87.5 16.08.2005 16.08.2012
R E Kingston 7.12.2004 - 60,000 - - 60,000 130.5 7.12.2007 7.12.2014
P G Utting 1.12.2003 100,000 - - - 100,000 97.5 1.12.2006 1.12.2013
The market price of the shares at 31 March 2005 was 152.5p. During the year the highest price was 157.5p and the 
lowest was 102.5p.
Long Term Incentive Plan
There is a Long Term Incentive Plan for the following directors for which options were awarded on 24 June 2004 
as set out below.  The shares will vest three years after the date of grant subject to performance conditions also 
set out below.
P S Hollebone 70,000
R E Kingston 70,000
P G Utting 165,000
In order to vest in full, Wyndeham’s growth in earnings per share has to be not less than 15% per annum above 
the increase in the RPI, in aggregate, over the period of 3 years (i.e. an average of inﬂation plus 15% each year 
for three years). They will vest proportionately, if growth is less than 15% above RPI, per annum in aggregate, 
during the period, but will lapse in their entirety if growth is not at least equal to the increase in RPI over the 
period. Under the terms of the scheme, the price payable by each individual for all the shares allocated to them is 
a nominal £1.
No options lapsed in the year under this scheme.
J L Jeremy
Chairman Remuneration Committee & Senior Independent Director – 24 –
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The directors are required by UK company law to prepare ﬁnancial statements for each ﬁnancial year which give 
a true and fair view of the state of affairs of the Company and the Group as at the end of the ﬁnancial year and 
of the proﬁt or loss of the Group for that year.  In preparing the ﬁnancial statements, the directors are required 
to select suitable accounting policies and apply them consistently, to make reasonable and prudent judgements 
and estimates and to follow applicable accounting standards.  The directors are also responsible for maintaining 
adequate accounting records, for safeguarding the assets of the Group and for preventing and detecting fraud and 
other irregularities, and for preparing the ﬁnancial statements on the going concern basis unless it is inappropriate 
to presume that the Company and the Group will continue in business.
The directors are responsible for ensuring that the directors’ report and other information included in the Annual 
Report is prepared in accordance with company law in the United Kingdom.  They are also responsible for ensuring 
that the Annual Report includes information required by the Listing Rules of the Financial Services Authority.  The 
Group makes its Annual Report and Accounts available on its website and the maintenance and integrity of the 
website is the responsibility of the directors.   – 25 –
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF WYNDEHAM PRESS GROUP PLC
We have audited the ﬁnancial statements on pages 26  to 47. We have also audited the disclosures required by Part 3 of Schedule 7A to the 
Companies Act 1985 contained in the Directors’ Remuneration Report under the headings directors’ emoluments, directors’ pension contributions,  
directors’ share options and long term incentive plan (“the auditable part”).
This report is made solely to the company’s members, as a body, in accordance with section 235 of the Companies Act 1985.  Our audit work has 
been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for 
no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the 
company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
The directors’ responsibilities for preparing the Annual Report, the Directors’ Remuneration Report and the ﬁnancial statements in accordance 
with applicable law and United Kingdom Accounting Standards are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the ﬁnancial statements and the auditable part of the Directors’ Remuneration Report  in accordance with relevant 
legal and regulatory requirements and United Kingdom Auditing Standards.
We report to you our opinion as to whether the ﬁnancial statements give a true and fair view and whether the ﬁnancial statements and the 
auditable part of the Directors’ Remuneration Report have been properly prepared in accordance with the Companies Act 1985.  We also report 
to you if, in our opinion, the Directors’ Report is not consistent with the ﬁnancial statements, if the Company has not kept proper accounting 
records, if we have not received all the information and explanations we require for our audit, or if information speciﬁed by law regarding 
directors’ remuneration and transactions with the Company and other members of the Group is not disclosed.
We review whether the Corporate Governance Statement reﬂects the Company’s compliance with the nine provisions of the 2003 FRC Code 
speciﬁed for our review by the Listing Rules of the Financial Services Authority, and we report if it does not.  We are not required to consider 
whether the Board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate 
governance procedures or its risk and control procedures.
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 the Directors’ Report, the unaudited part of the Directors’ Remuneration Report, the Chairman’s Statement, 
the Chief Executive’s Review, the Financial Review and the Corporate Governance Statement.  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 other information.
BASIS OF AUDIT OPINION 
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board.  An audit includes 
examination, on a test basis, of evidence relevant to the amounts and disclosures in the ﬁnancial statements and the auditable part of the 
Directors’ Remuneration Report.  It also includes an assessment of the signiﬁcant estimates and judgements made by the directors in the 
preparation of the ﬁnancial statements, and of whether the accounting policies are appropriate to the 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  and the auditable part of the Directors’ Remuneration Report 
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 and the auditable part of the Directors’ Remuneration Report.
OPINION
In our opinion:-
• the ﬁnancial statements give a true and fair view of the state of affairs of the Company and the Group at 31 March 2005 and of the Group 
proﬁt for the year then ended;  and
• the ﬁnancial statements and the auditable part of the Directors’ Remuneration Report have been properly prepared in accordance with the 
Companies Act 1985.
Baker Tilly 
Registered Auditors 
Chartered Accountants 
Brighton 15 June 2005 – 26 –
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Year ended 31 March 2005
2005
Before
amortisation
of goodwill &
exceptional
item
2005
Amortisation
of goodwill &
exceptional
item
2005
Total
2004
Before
amortisation
of goodwill &
exceptional
item
2004
Amortisation
of goodwill &
exceptional
item
2004
Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
Turnover 2 141,303 - 141,303 123,628                     - 123,628
Cost of sales (103,970) - (103,970) (95,962) - (95,962)
Gross Proﬁt 37,333 - 37,333 27,666 - 27,666
Distribution costs (4,343) - (4,343) (3,547) - (3,547)
Administrative expenses (23,477) - (23,477) (17,489) - (17,489)
Exceptional items 3 - (600) (600) - (810) (810)
Amortisation of goodwill - (1,175) (1,175) - (1,014) (1,014)
Operating proﬁt 4 9,513 (1,775) 7,738 6,630 (1,824) 4,806
Interest receivable 32 - 32 158 - 158
Interest payable 7 (2,044) - (2,044) (2,348) - (2,348)
Proﬁt on ordinary
activities before taxation 7,501 (1,775) 5,726 4,440 (1,824) 2,616
Tax on proﬁt on ordinary
activities 8 (2,638) 180 (2,458) (1,438) 243 (1,195)
Proﬁt for the ﬁnancial year 4,863 (1,595) 3,268 3,002 (1,581) 1,421
Dividends 9 (2,355) - (2,355) (1,957) - (1,957)
Retained proﬁt/(loss) 21 2,508 (1,595) 913 1,045 (1,581) (536)
Earnings per share before
amortisation of goodwill 
and exceptional item 10 9.8p 6.9p
Earnings per share – basic 10 6.6p 3.3p
Earnings per share –
fully diluted 10 6.5p 3.2p
All operations are considered to be continuing.
There are no other recognised gains or losses in 2005 or 2004.     
   – 27 –
CONSOLIDATED BALANCE SHEET
at 31 March 2005
2005 2004
Note £’000 £’000 £’000 £’000
Fixed assets
Intangible 11 17,553 18,707
Tangible 12 70,289 76,003
87,842 94,710
Current assets
Stocks 14 6,104 4,861
Debtors 15 31,395 29,179
Cash at bank and in hand 259 1,343
37,758 35,383
Creditors - amounts falling due within one year 16 (40,111) (51,868)
Net current liabilities (2,353) (16,485)
Total assets less current liabilities 85,489 78,225
Creditors - amounts falling due after more than one year 17 (19,761) (13,583)
Provision for liabilities and charges
Deferred taxation 19 (8,544) (9,317)
(28,305) (22,900)
57,184 55,325
Capital and reserves
Called-up share capital 20 10,136 9,468
Shares to be issued - 2,538
Share premium account 21 36,647 33,563
ESOP reserve 21 (268) -
Proﬁt and loss account 21 10,669 9,756
Equity shareholders’ funds 57,184 55,325
The ﬁnancial statements were approved by the Board on 15 June 2005.
P S Hollebone
Director – 28 –
CONSOLIDATED CASH FLOW STATEMENT
Year ended 31 March 2005
2005 2004
Note £’000 £’000 £’000 £’000
Net cash inﬂow from operating activities 27 14,433 17,583
Returns on investments and servicing of ﬁnance
Interest received 32 158
Interest paid (1,163) (1,155)
Interest element of hire purchase payments (881) (1,193)
(2,012) (2,190)
Taxation paid (2,629) (936)
Capital expenditure and ﬁnancial investment
Purchase of tangible ﬁxed assets (3,343) (3,987)
Sale of tangible ﬁxed assets 92 185
(3,251) (3,802)
Acquisition and disposals
Purchase of subsidiary undertakings (509) (2,068)
Overdraft acquired with subsidiary undertaking - (1,282)
(509) (3,350)
Equity dividends paid (2,132) (1,746)
Cash inﬂow before management of liquid 
resources and ﬁnancing
3,900 5,559
Management of liquid resources
Decrease in money market deposits 1,084 3,250
Financing
Issue of ordinary share capital - 3,980
New bank loan 15,000 500
Debt repayments – bank loans (12,936) (7,381)
Capital element of ﬁnance lease payments (5,955) (7,540)
Net outﬂow from ﬁnancing (3,891) (10,441)
Increase/(decrease) in cash in the year 1,093 (1,632)
Notes 26 to 28 which relate to the consolidated cash ﬂow statement are set out on pages 46 and 47. – 29 –
COMPANY BALANCE SHEET
at 31 March 2005
2005 2004
Note £’000 £’000 £’000 £’000
Fixed assets
Tangible 12 222 234
Investments 13 59,475 61,477
59,697 61,711
Current assets
Debtors 15 35,056 26,599
Cash at bank and in hand 1,207 1,368
36,263 27,967
Creditors - amounts falling due within one year 16 (14,860) (21,994)
Net current assets 21,403 5,973
Total assets less current liabilities 81,100 67,684
Creditors - amounts falling due after more than 
one year
17 (13,750) (2,991)
67,350 64,693
Capital and reserves
Called up share capital 20 10,136 9,468
Shares to be issued - 2,538
Share premium account 21 36,647 33,563
ESOP reserve 21 (268) -
Merger reserve 21 3,140 3,140
Proﬁt and loss account 21 17,695 15,984
Equity shareholders’ funds 67,350 64,693
The ﬁnancial statements were approved by the Board on 15 June 2005
P S Hollebone
Director – 30 –
OTHER PRIMARY STATEMENTS
Year ended 31 March 2005
RECONCILIATION OF MOVEMENT IN CONSOLIDATED SHAREHOLDERS’ FUNDS
2005 2004
£’000 £’000
Proﬁt for the ﬁnancial year 3,268 1,421
Dividends (2,355) (1,957)
New share capital issued re acquisition 812 3,980
New share capital issued to ESOP trust 402 -
ESOP reserve (268) -
New share capital to be issued - 2,538
Net addition to shareholders’ funds 1,859 5,982
Shareholders’ funds at 1 April 2004 55,325 49,343
Shareholders’ funds at 31 March 2005 57,184 55,325 – 31 –
NOTES TO THE ACCOUNTS
Year ended 31 March 2005
1.      ACCOUNTING POLICIES
Accounting convention
The accounts are prepared under the historical cost convention and in accordance with applicable accounting 
standards.  
Basis of consolidation
The Group accounts of Wyndeham Press Group PLC incorporate the accounts of the Company and all its subsidiary 
undertakings made up to 31 March 2005.  Where subsidiary undertakings are acquired or disposed of during the 
year the proﬁt attributable to shareholders includes proﬁts or losses from the effective date of acquisition or to 
the effective date of disposal.
Goodwill
Goodwill arising on acquisitions in the year ended 31 March 1998 and earlier periods was written off to reserves 
in accordance with the accounting standard then in force.  As permitted by the current standard the goodwill 
previously written off to reserves has not been reinstated in the balance sheet.  On disposal of a previously 
acquired business the attributable amount of goodwill previously written off to reserves is included in determining 
the proﬁt or loss on disposal.
Goodwill arising on acquisitions after 31 March 1998 is capitalised and classiﬁed as an asset on the balance sheet.  
The provision for amortisation of goodwill is on a straight line basis over its estimated useful life, being a period 
of up to 20 years.
Fixed assets and depreciation
Fixed assets are stated at cost.  The provision for depreciation of ﬁxed assets is on a straight line basis at rates 
estimated to be sufﬁcient to write off the assets, less any residual value, over the terms of their working lives 
under normal conditions from the date the asset is brought into use.  The signiﬁcant rates of depreciation are as 
follows:
 Freehold land   nil
 Freehold buildings  2%
 Short leasehold property  Over the term of the lease
 Plant, equipment & vehicles  10% - 50%
Finance leases
Assets held under ﬁnance leases (including hire purchase contracts) are treated as tangible ﬁxed assets, depreciation 
is provided accordingly and the capital element of future payments is included in creditors.  Interest payable under 
ﬁnance leases and rental costs arising from operating leases are charged to the proﬁt and loss account as they 
arise.
Deferred taxation
Deferred taxation is provided in respect of all timing differences that have originated but not reversed at the 
balance sheet date where transactions or events have occurred at that date that will result in a liability for tax in 
the future.  Deferred taxation is provided on an undiscounted basis at the tax rates that are expected to apply in 
the periods in which timing differences reverse.
Stocks
Stocks and work in progress have been valued at the lower of cost and net realisable value.  Cost comprises labour, 
materials and overheads related to production.    – 32 –
NOTES TO THE ACCOUNTS
(continued)
1.      ACCOUNTING POLICIES (continued)
Pension contributions
The Group operates a number of deﬁned contribution pension schemes.  The assets of the schemes are held 
separately from those of the Group in independently administered funds.  The contributions are charged to the 
proﬁt and loss account as incurred.
Investment in subsidiaries
Investments in subsidiaries are shown at cost less provision for impairment.
Foreign currency
Transactions in foreign currencies are translated into sterling at the rates of exchange current at the dates of the 
transactions.  Foreign currency monetary assets and liabilities in the balance sheet are translated into sterling at 
the rates of exchange ruling at the end of the year except where the rate has been ﬁxed by agreement.
Share based payments
The Group operates an executive share option plan that gives rise to a proﬁt and loss charge in respect of the 
intrinsic value of the award. The cost of the shares that are expected to be awarded under each plan, measured 
using the share price at grant date, is amortised on an even basis over the vesting period. This is usually a period 
of not less than three years.
2. TURNOVER
Turnover represents charges for goods delivered to customers during the year, excluding VAT.
All operations are classed as continuing.
All proﬁts arose from operations carried on in the United Kingdom.  An analysis of turnover by geographic area 
of destination is as follows:
2005 2004
£’000 £’000
United Kingdom 140,518 122,826
Continental Europe 785 801
Rest of World - 1
141,303 123,628
3. EXCEPTIONAL ITEMS
2005 RATIONALISATION
The decision to rationalise the manufacturing at Wyndeham Keyne Print into our other sites was made in March 
2005 and necessitated a re-organisation which resulted in one-off exceptional costs, including redundancies, of 
£0.6m. There has been no effect on the Group cash ﬂow for the year ended 31 March 2005 as all the cost will be 
paid in the year ending 31 March 2006.
2004 RESTRUCTURING COSTS AND BAD DEBTS
The re-organisation of the sales force and the rationalisation of the management within the web companies 
resulted in one-off exceptional costs of £0.5m. There were also three exceptional bad debts in the period, which 
were £0.3m net of provisions. – 33 –
NOTES TO THE ACCOUNTS
(continued)
4. OPERATING PROFIT
2005 2004
£’000 £’000
Is arrived at after charging:
Depreciation
 Owned assets 7,041 6,745
 Assets held under ﬁnance leases 3,860 3,616
Operating lease rentals
 Land and buildings 1,820 1,707
 Other 650 572
Amounts payable to Baker Tilly:
For audit services
 - statutory audit 117 113
 - audit related regulatory reporting 8 7
For non-audit services
 - further assurance services* 16 65
 - other advisory - 6
* Fees payable by the Group to Baker Tilly for further assurance services comprise the preparation of a due diligence 
report and have been capitalised as part of the costs of acquisition.
5. DIRECTORS’ EMOLUMENTS
2005 2004
£’000 £’000
Aggregate emoluments of directors including pension 
contributions:
Fees as directors 64 54
Remuneration for management services 1,687 996
1,751 1,050
Pension scheme contributions 166 133
Gain made on exercise of share option - 11
1,917 1,194
Further detailed information is set out in the Directors’ Remuneration Report on pages 19 to 23 – 34 –
NOTES TO THE ACCOUNTS
(continued)
6. EMPLOYEES
The average monthly number of employees of the Group during the year, including executive directors, was as 
follows:
2005 2004
Number Number
Production 1,246 1,033
Sales 66 54
Administration 260 188
1,572 1,275
Staff costs for all employees, including executive directors, consist of:
2005 2004
£’000 £’000
Wages and salaries 48,858 37,184
Social security costs 5,260 4,119
Pension contributions 752 706
Other 373 354
55,243 42,363
7. INTEREST PAYABLE
2005 2004
£’000 £’000
On bank loans and overdrafts 1,095 1,032
Finance lease interest 881 1,193
Loan Note interest 68 123
2,044 2,348 – 35 –
NOTES TO THE ACCOUNTS
(continued)
8. TAXATION
2005 2004
£’000 £’000
Current tax
 UK corporation tax on proﬁts for the year 3,146 1,473
 Adjustment in respect of  previous years 85 (31)
Total current tax charge 3,231 1,442
Deferred tax
 Origination and reversal of timing differences (773) (247)
Tax on proﬁt on ordinary activities 2,458 1,195
The tax assessed for the year is different compared to 
the standard rate of corporation tax (30%). The 
differences are explained below:
Proﬁt on ordinary activities before tax 5,726 2,616
Proﬁt on ordinary activities multiplied by standard 
rate of corporation tax (30%)
1,718 785
Effects of: 
 Expenses not deductible for tax purposes primarily 
goodwill amortisation 722 378
Adjustment to tax charge in respect of previous years 85 (31)
Depreciation for year in excess of capital allowances 706 310
Total current tax charge 3,231 1,442
9. DIVIDENDS
2005 2004
£’000 £’000
Interim dividend 1.65p per share (2004 1.5p) 830 655
Proposed ﬁnal dividend of 3.03p per share (2004 2.75p) 1,525 1,302
2,355 1,957
10. EARNINGS PER SHARE
The basic earnings per ordinary share amounting to 6.6p (2004: 3.3p) have been calculated on £3.3m (2004: £1.4m) 
being the consolidated proﬁt on ordinary activities after taxation attributable to members of the Company for the 
year ended 31 March 2005, and are based on the weighted average number of ordinary shares in issue and to be 
issued of 49,766,374 (2004: 43,761,175).
The fully diluted earnings per share amounting to 6.5p (2004: 3.2p) for the year have been calculated on the basis 
of adding 771,083 (2004: 290,581) to the weighted average number of ordinary shares in issue to take account of 
the dilutive effect of the outstanding share options and shares to be issued to give 50,537,457 (2004: 44,051,756) 
shares being in issue assuming that all options are exercised. – 36 –
NOTES TO THE ACCOUNTS
(continued)
10. EARNINGS PER SHARE (continued)
The basic earnings per ordinary share before amortisation of goodwill and exceptional items amounting to 
9.8p (2004: 6.9p) has been calculated to identify the underlying business performance excluding the effect of 
the amortisation of goodwill and exceptional items. It has been calculated on £4.9m (2004: £3.0m) being the 
consolidated proﬁt on ordinary activities after taxation before amortisation of goodwill and exceptional items for 
the year and 49,766,374 (2004: 43,761,175) shares being the weighted average number of ordinary shares in issue 
and to be issued.
11. INTANGIBLE FIXED ASSETS
2005 2004
 Group £’000 £’000
Goodwill 
Cost
At 1 April 2004 22,613 19,029
Additions 21 3,584
At 31 March 2005 22,634 22,613
Amortisation
At 1 April 2004 3,906 2,892
Charge for year 1,175 1,014
At 31 March 2005 5,081 3,906
Net book value at 31 March 2005 17,553 18,707
The directors consider the estimated useful life of goodwill arising on acquisitions is twenty years being the 
underlying period over which the value of the businesses are expected to exceed the value of the underlying 
assets. 
12. TANGIBLE FIXED ASSETS
 Group
Land and
buildings
£’000
Plant
£’000
Total
£’000
Cost
At 1 April 2004 15,601 126,089 141,690
Additions 1,070 4,123 5,193
Disposals - (847) (847)
At 31 March 2005 16,671 129,365 146,036
Depreciation 
At 1 April 2004 1,770 63,917 65,687
Disposals - (841) (841)
Charge for the year 346 10,555 10,901
At 31 March 2005 2,116 73,631 75,747
Net book value
At 31 March 2005 14,555 55,734 70,289
At 31 March 2004 13,831 62,172 76,003
The net book value of plant includes £31.4m  (2004: £35.0m) of assets held under ﬁnance lease contracts.
  – 37 –
NOTES TO THE ACCOUNTS
(continued)
12. TANGIBLE FIXED ASSETS (continued)
The net book value of land and buildings of the Group may be further analysed as:
2005 2004
 Group £’000 £’000
Freehold 13,713 12,934
Short leasehold 842 897
14,555 13,831
 Company
Land and
buildings
£’000
Plant
£’000
Total
£’000
Cost 
At 1 April 2004 - 528 528
Transfer from group company - 71 71
Additions - 130 130
Disposal - (82) (82)
At 31 March 2005 - 647 647
Depreciation
At 1 April 2004 - 294 294
Transfer from group company - 64 64
Disposal - (82) (82)
Charge for the year - 149 149
At 31 March 2005 - 425 425
Net book value
At 31 March 2005 - 222 222
At 31 March 2004 - 234 234 – 38 –
NOTES TO THE ACCOUNTS
(continued)
13. FIXED ASSET INVESTMENTS
2005 2004
 Company £’000 £’000
Shares in subsidiary undertakings
Cost
At 1 April 2004 67,481 61,575
Transfer from group company 97 -
Intra group dividends received from pre acquisition reserves (2,121) -
Additions 22 5,906
At 31 March 2005 65,479 67,481
Provision
At 1 April 2004 6,004 6,004
Provided in the year - -
At 31 March 2005 6,004 6,004
Net book value at 31 March 2005 59,475 61,477
The Company has the following principal subsidiary undertakings all of which are wholly owned.
Undertaking Activity  
Wyndeham Argent Limited Pre-press reprographics for magazines 
Wyndeham Bespoke Limited Print management
Wyndeham Gait Limited Lithographic printers of timetables and manuals
Wyndeham Grange Limited Lithographic printers of magazines and journals
Wyndeham Graphics Limited Pre-press reprographics for magazines
Wyndeham Heron Limited Web-offset lithographic printers of magazines and journals
Wyndeham Hubbard Limited Lithographic printers of magazines, journals and labels
Wyndeham Impact Limited Web-offset lithographic printers of magazines
Wyndeham Kestrel Limited Pre-press reprographics for packaging materials
Wyndeham Keyne Print Limited Lithographic printers of journals and brochures
Wyndeham Print Direct Limited Web-offset lithographic printers of direct mail
Wyndeham Trustee Limited Trustee for the ESOP
Wyndeham Westway Limited Lithographic printers of journals and brochures
14. STOCKS
  2005 2004
 Group £’000 £’000
Raw materials 3,929 3,250
Work in progress and ﬁnished goods 2,175 1,611
6,104 4,861 – 39 –
NOTES TO THE ACCOUNTS
(continued)
15. DEBTORS
Group Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Trade debtors 28,507 27,108 374 -
Taxation recoverable - 118 - -
Other debtors 1,336 744 55 25
Prepayments 1,552 1,209 338 120
Amounts owed by subsidiary undertakings - - 34,289 26,454
31,395 29,179 35,056 26,599
16. CREDITORS - AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Bank overdrafts 1,835 2,928 - 1,030
Bank loans (see note 17) 1,204 7,667 1,000 6,739
Trade creditors 18,134 18,754 228 309
Corporation tax 2,300 1,816 - -
Taxation and social security 3,038 1,688 369 365
Finance lease obligations (see note 17) 4,711 5,894 37 34
Other creditors 1,824 4,360 151 124
Accruals 4,577 3,890 1,907 858
Dividends 1,525 1,302 1,525 1,302
Amounts due to subsidiary undertakings - - 8,680 7,664
Loan Notes (see below) 963 2,269 963 2,269
Deferred consideration - 1,300 - 1,300
40,111 51,868 14,860 21,994
£0.7m (2004: £1.0m) included in other creditors is secured on the freehold of a subsidiary undertaking.
Included in accruals for the group is £0.07m in respect of pension contributions due but not paid over at the year 
end (2004: £0.05). – 40 –
NOTES TO THE ACCOUNTS
(continued)
16. CREDITORS - AMOUNTS FALLING DUE WITHIN ONE YEAR (continued)
LOAN NOTES
As part of the consideration for the acquisition of Wyndeham Argent Limited the Company has outstanding a total 
of £0.3m Loan Notes which are guaranteed by Barclays Bank PLC and secured on assets of the group.  The Loan 
Notes, which carry an interest rate equal to Barclays Bank PLC’s base rate, are repayable at the option of the Loan 
Note holder in full or in part on 30 June and 31 December in any year.  During the year loan notes to the value of 
£0.7m were redeemed.
During the year all the remaining loan notes to the value of £0.4m were redeemed which were issued as part of 
the consideration for the acquisition of Wyndeham Impact Limited.
As part of the consideration for the acquisition of Wyndeham Print Direct Limited the Company has outstanding 
£0.7m Loan Notes which are guaranteed by Barclays Bank PLC.  The Loan Notes, which carry an interest rate 
equal to 0.5% below LIBOR, are repayable on demand.  During the year loan notes to the value of £0.2m were 
redeemed.
17. CREDITORS - AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Group Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Bank loans (see below) 14,016 4,182 13,750 2,972
Finance lease obligations (see below) 5,745 8,666 - 19
Other creditors - 735 - -
19,761 13,583 13,750 2,991
Bank loans:
Bank loans are repayable:
Within one year 1,204 7,667 1,000 6,739
Between one and two years 1,128 2,825 1,000 2,122
Between two and ﬁve years 8,138 1,228 8,000 850
In ﬁve years or more 4,750 129 4,750 -
15,220 11,849 14,750 9,711
Shown as:
Current obligations (see note 16) 1,204 7,667 1,000 6,739
Non-current obligations 14,016 4,182 13,750 2,972
15,220 11,849 14,750 9,711
All the bank loans are secured over assets of subsidiary undertakings and are repayable by instalments. £nil (2004: 
£0.7m) included in other creditors is secured on the freehold of a subsidiary undertaking. – 41 –
NOTES TO THE ACCOUNTS
(continued)
17. CREDITORS - AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR (continued)
Group Company
2005
£’000
2004
£’000
2005 
£’000
2004
£’000
Finance lease obligations: 
Amounts payable:
Within one year 5,234 6,635 38 36
Between one and two years 4,026 4,658 - 19
Between two and ﬁve years 2,059 4,689 - -
11,319 15,982 38 55
Less: Finance charges allocated to future periods (863) (1,422) (1) (2)
10,456 14,560 37 53
Shown as:
Current obligations (see note 16) 4,711 5,894 37 34
Non-current obligations 5,745 8,666 - 19
10,456 14,560 37 53
18. DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS
Page 10  of the Financial Review provides an explanation of the role that ﬁnancial instruments have had during the 
period in creating or changing the risks the Group faces in its activities.  The explanation summarises the objectives 
and policies for holding or issuing ﬁnancial instruments and similar contracts, and the strategies for achieving 
those objectives that have been followed during the period.
The numerical disclosures in this note deal with ﬁnancial assets and ﬁnancial liabilities as deﬁned in Financial 
Reporting Standard 13 Derivatives and Other Financial Instruments (FRS 13).  Certain ﬁnancial assets such as 
investments in subsidiaries are excluded from the scope of these disclosures.  As permitted by FRS 13, short-term 
debtors and creditors have also been excluded from the disclosures.  There are no material differences between 
fair values and book values of the Group’s ﬁnancial assets and liabilities.
Interest rate proﬁle
The Group has no ﬁnancial assets other than sterling cash deposits of £0.3m (2004: £1.3m) which are part of the 
ﬁnancing arrangements of the Group.  The sterling cash deposits comprise deposits placed on money market at 
overnight, three monthly and six monthly rates.
The interest rate proﬁle of the Group’s ﬁnancial liabilities at 31 March 2005 was as follows:
Fixed Rate
Total 
 
£’000
Floating 
Rate 
£’000
 
 
£’000
Weighted Average 
interest rate 
%
Weighted average  
time for which Rate 
is ﬁxed Years
2005
Borrowings – sterling 28,397 17,941 10,456 6.41 1.42
                    – euros 77 - 77 4.67 0.25
28,474 17,941 10,533
2004
Borrowings – sterling 31,231 16,671 14,560 6.64 1.50
                    – euros 376 - 376 4.67 1.25
31,607 16,671 14,936 – 42 –
NOTES TO THE ACCOUNTS
(continued)
18. DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS (continued)
The interest rate on ﬂoating rate ﬁnancial liabilities is linked to Barclays Bank PLC’s base rate.  
The maturity proﬁle of the Group’s ﬁnancial liabilities at 31 March 2005 is shown in note 17.
The Group had undrawn committed overdraft facilities at 31 March 2005 in respect of which all conditions 
precedent had been met of £3.2m (2004: £7.4m) which is due for review within one year and an undrawn loan 
facility of £5.0m (2004: £0.9m). 
Currency risk
The Group occasionally purchases plant from overseas suppliers and manages the currency exposure by ﬁxing the 
rate of exchange at the date of acquisition.  The Group has a Euro loan that was used to ﬁnance the purchase of a 
new press for the Commercial Division in 2000.  
19. PROVISION FOR LIABILITIES AND CHARGES
2005 2004
 Group £’000 £’000
Deferred taxation
Capital allowances 8,724 9,317
Other short term timing differences (180) -
8,544 9,317
There is no unprovided deferred tax liability in the Group or the Company.
2005 2004
 Group £’000 £’000
Deferred taxation movements
Balance 1 April 2004 9,317 9,984
Transfer from proﬁt and loss account (773) (247)
On acquisition of subsidiary undertaking - (420)
Balance 31 March 2005 8,544 9,317 – 43 –
NOTES TO THE ACCOUNTS
(continued)
20. CALLED UP SHARE CAPITAL
2005 2005 2004 2004
Number £’000 Number £’000
Authorised
Ordinary shares of 20p each 60,000,000 12,000 47,500,000 9,500
Allotted and fully paid
Ordinary shares of 20p each 50,679,482 10,136 47,338,821 9,468
On 20 July 2004 2,307,692 ordinary shares of 20p each were issued at 110p as satisfaction of part of the initial 
consideration for the acquisition of Graphic Facilities Ltd.
On 13 September 2004 365,000 ordinary shares of 20p each were issued at 110p to Wyndeham Trustees Ltd. As 
trustee of the Employee Share Option Plan (ESOP). This represents 0.7% of the issued share capital at 31 March 
2005.
On 11 November 2004  667,969 ordinary shares of 20p each were issued at 121.5p as part of the further consideration 
for the acquisition of Graphic Facilities Ltd.
As at 31 March 2005, the Directors were authorised to purchase up to a maximum in aggregate of 7,100,823 
ordinary shares.
Share options
At 31 March 2005 the following options were outstanding under the Executive Share Option Schemes:
Date of Grant Number of Shares Period of option Price per  share
1997 62,000 Jul 2001 – Jul 2007 195p
1999 50,000 Jul 2002 – Jul 2009 297.5p
2002 1,160,000 Aug 2005 – Aug 2012 87.5p
2003 100,000 Dec 2006 – Dec 2013 97.5p
2004 85,000 Dec 2007 – Dec 2014 130.5p
Total 1,457,000
At 31 March 2005 the following options were outstanding under the LTIP scheme:
 Date of Grant Number of Shares Performance period of option
 2004 365,000 3 years to 31 March 2007
In order to vest in full, Wyndeham’s growth in earnings per share has to be not less than 15% per annum above 
the increase in the RPI, in aggregate, over the performance period of 3 years (i.e. an average of inﬂation plus 
15% each year for three years). They will vest proportionately, if growth is less than 15% above RPI, per annum in 
aggregate, during the period, but will lapse in their entirety if growth is not at least equal to the increase in RPI 
over the period. Under the terms of the scheme, the price payable by each individual for all the shares allocated 
to them is a nominal £1. – 44 –
NOTES TO THE ACCOUNTS
(continued)
21. RESERVES
 
ESOP 
reserve
Share 
premium 
account
Proﬁt  
and loss 
account
 Group £’000 £’000 £’000
At 1 April 2004 - 33,563 9,756
Premium on shares issued during the year 3,084 -
Shares subscribed (402) - -
Amortisation for the year 134 - -
Retained proﬁt for the year - - 913
At 31 March 2005 (268) 36,647 10,669
 
Merger 
reserve
 
ESOP 
reserve
Share 
premium 
account
Proﬁt  
and loss 
account
 Company £’000 £’000 £’000 £’000
At 1 April 2004 3,140 - 33,563 15,984
Premium on shares issued during the year - - 3,084 -
Shares subscribed - (402) - -
Amortisation for the year - 134 - -
Retained proﬁt for the year - - - 1,711
At 31 March 2005 3,140 (268) 36,647 17,695
The Company is not required to present its own proﬁt and loss account in addition to the consolidated proﬁt and 
loss account.  The proﬁt for the year dealt with in the accounts of the Company was £1.7m.  The cumulative amount 
of goodwill written off to reserves is £32.9m.
22.  ESOP
The Wyndeham Press Group Employee Beneﬁts Trust (“EBT”) was established to hedge the future obligations 
of the Group in respect of shares awarded under the Long Term Incentive Plan (LTIP). The Trustee of the EBT 
purchases or subscribes for the Company’s Ordinary Shares at the market price with ﬁnancing provided by the 
Company, as required, on the basis of regular reviews of the anticipated share liabilities of the Group. The EBT 
has, since September 2004 waived any entitlement to the receipt of dividends in respect of all its holding of the 
Company’s Ordinary Shares. The EBT’s waiver of dividends may be revoked or varied at any time.
The cost of the shares expected to be awarded under the plan is amortised over the period from the original grant 
of the particular award to the time of vesting. This is normally a period of not less than three years.
 Group and Company
Shares held  
in trust 
No.
Nominal  
value 
£’000
Cost 
 
£’000
Amortisation 
 
£’000
Net book 
value 
£’000
Shares subscribed 365,000 73 402 - 402
Amortisation in the year - - - (134) (134)
At 31 March 2005 365,000 73 402 (134) 268
At 31 March 2005 the outstanding loan by the company to the EBT to ﬁnance the purchase of Ordinary Shares was 
£267,664. The market value at 31 March 2005 of the Ordinary Shares held in the EBT, which are listed in the UK, 
was £556,625. – 45 –
NOTES TO THE ACCOUNTS
(continued)
23. CAPITAL COMMITMENTS
At 31 March 2005 the amount contracted but not provided in these accounts is £4.5m  (2004: £0.7m) for the Group 
and nil (2004: nil) for the Company.
24. CONTINGENT LIABILITIES
The Company has guaranteed the bank overdrafts of subsidiary undertakings.  At 31 March 2005 this amounted 
to £4.2m (2004: £1.1m).
25. OPERATING LEASE COMMITMENTS
The total commitments under non-cancellable operating leases are as follows:
2005  
Land and 
buildings
2005 
 
Other
2004  
Land and 
buildings
2004  
 
Other
 Group £’000 £’000 £’000 £’000
Operating leases expiring:
Within one year 1,976 319 1,470 301
In the second to ﬁfth years 5,736 333 5,092 248
In over ﬁve years 7,304 - 8,530 -
15,016 652 15,092 549
2005  
Land and 
buildings
2005 
 
Other
2004  
Land and 
buildings
2004  
 
Other
 Company £’000 £’000 £’000 £’000
Operating leases expiring:
Within one year 112 99 112 -
In the second to ﬁfth years 362 69 383 -
In over ﬁve years 316 - 407 -
790 168 902 - – 46 –
NOTES TO THE ACCOUNTS
(continued)
26. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
2005 2004
 £’000 £’000
Increase/(decrease) in cash in the period 1,093 (1,632)
Cash outﬂow from decrease in debt and lease ﬁnancing 18,890 14,921
Cash inﬂow from decrease in money market deposits (1,084) (3,250)
Changes in net debt resulting from cash ﬂows 18,899 10,039
Loans and ﬁnance leases acquired with subsidiary undertaking - (835)
New loans (15,000) (500)
New ﬁnance leases (1,851) (371)
Movement in net debt in the period 2,048 8,333
Net debt at 1 April 2004 (30,263) (38,596)
Net debt at 31 March 2005 (28,215) (30,263)
27. RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOWS
2005 2004
£’000 £’000
Operating proﬁt 7,738 4,806
Depreciation of tangible ﬁxed assets net of proﬁts/(losses) on disposals 10,816 10,257
Amortisation of goodwill 1,175 1,014
Increase in stocks (1,243) (233)
(Increase)/decrease in debtors (2,333) 391
(Decrease)/increase in creditors (1,720) 1,348
Net cash ﬂow from operating activities 14,433 17,583 – 47 –
NOTES TO THE ACCOUNTS
(continued)
28. ANALYSIS OF NET DEBT
At 31 March 
2004
Cash ﬂow Other non-cash 
changes
At 31 March 
2005
 £’000 £’000 £’000 £’000
Cash in hand:
Bank overdraft (2,928) 1,093 - (1,835)
Money market deposits 1,343 (1,084) - 259
(1,585) 9 - (1,576)
Debt:
Finance leases (14,560) 5,955 (1,851) (10,456)
Bank loans (11,849) 11,629 (15,000) (15,220)
Loan Notes (2,269) 1,306 - (963)
(28,678) 18,890 (16,851) (26,639)
Net debt at 31 March (30,263) 18,899 (16,851) (28,215)
Analysed in the Balance Sheet as follows:
At 31 March 
2004
At 31 March 
2005
£’000 £’000
Cash at bank and in hand 1,343 259
Bank overdraft (2,928) (1,835)
Finance leases:
   Within one year (5,894) (4,711)
   After one year (8,666) (5,745)
Bank loans:
   Within one year (7,667) (1,204)
   After one year (4,182) (14,016)
Loan Notes:
   Within one year (2,269) (963)
(30,263) (28,215)
The Group deﬁnes liquid resources to consist of money market deposits.
During the year the Group entered into ﬁnance lease arrangements in respect of tangible ﬁxed assets with a 
capital value at the inception of the leases of £1.9m (2004: £0.4m).  
29. RELATED PARTY TRANSACTIONS 
The Group has a trading relationship with The Finishing Company Limited, a print ﬁnishing company, on normal 
commercial terms. Mr E R Heron has a family connection with The Finishing Company Limited.  The purchases by 
the Group from The Finishing Company Limited during the year were £2,972,183 (2004: £2,772,592). Sales by the 
Group to The Finishing Company Limited during the year were £17,747 (2004: £nil). At 31 March 2005 the Group’s 
indebtedness to The Finishing Company Limited was £600,748 (2004: £627,842) and that of The Finishing Company 
Limited to the Group was £1,231 (2004: £4,763). – 48 –
FIVE YEAR REVIEW
2001 2002 2003 2004 2005
£’000 £’000 £’000 £’000 £’000
Consolidated proﬁt and loss account
Turnover 127,695 125,572 123,220 123,628 141,303
Operating proﬁt before amortisation of 
Goodwill and exceptional items
17,184 6,416 9,210 6,630 9,513
Amortisation of goodwill (753) (944) (983) (1,014) (1,175)
Exceptional items (1,366) (1,213) 722 (810) (600)
Proﬁt before interest 15,065 4,259 8,949 4,806 7,738
Net interest payable (2,581) (3,346) (2,825) (2,190) (2,012)
Proﬁt on ordinary activities before 
taxation
12,484 913 6,124 2,616 5,726
Taxation (4,062) (322) (2,145) (1,195) (2,458)
Proﬁt after taxation 8,422 591 3,979 1,421 3,268
Dividends paid and proposed (3,574) (872) (1,744) (1,957) (2,355)
Retained proﬁt/(loss) for the ﬁnancial year 4,848 (281) 2,235 (536) 913
Consolidated balance sheet
Intangible ﬁxed assets 17,914 16,970 16,137 18,707 17,553
Tangible ﬁxed assets 82,711 89,061 79,931 76,003 70,289
Other net operating assets 4,281 6,143 3,570 930 6,101
Net debt (45,242) (52,444) (38,596) (30,263) (28,215)
Other liabilities (12,275) (12,622) (11,699) (10,052) (8,544)
Shareholders’ funds 47,389 47,108 49,343 55,325 57,184
Basic earnings per share 19.4p 1.4p 9.1p 3.3p 6.6p
Earnings per share before amortisation of 
goodwill and exception items
21.1p 3.5p 9.7p 6.9p 9.8p
Dividend per share 8.2p 2.0p 4.0p 4.25p 4.68p
Shareholders’ funds per share 108.7p 108.0p 113.2p 111.4p 112.8p – 49 –
NOTICE OF MEETING
Notice is hereby given that the Annual General Meeting of Wyndeham Press Group PLC will be held at the ofﬁces 
of Baker Tilly, International House, Queens Road, Brighton BN1 3XE on 21 July 2005 at 10.00 a.m. for the following 
purposes:
Ordinary Business
1. To receive the report of the directors and the accounts for the year ended 31 March 2005.
2. To approve the Directors’ Remuneration Report contained in the Company’s Annual Report for 2005.
3. To approve the ﬁnal dividend of 3.03p per share for the year ended 31 March 2005.
4. Mr A J Austin who retires by rotation will be proposed for re-election.
5. Mr E R Heron who retires by rotation will be proposed for re-election.
6. Mr P A W Barber who retires in accordance with the Companies Act 1985 will be proposed for re-
election.
7. Mr J L Jeremy who retires in accordance with the Combined Code will be proposed for re-election.
8. To appoint Baker Tilly as auditors of the Company, to act as such until the conclusion of the next annual 
general meeting and to authorise the directors to determine their remuneration.
Ordinary Resolution
9. THAT, in substitution for all the existing authorities, the directors be generally and unconditionally 
authorised pursuant to section 80 of the Companies Act 1985 (the “Act”) to exercise all the powers of 
the Company to allot relevant securities (within the meaning of that section) up to an aggregate nominal 
amount of £1,864,103 being the amount of the unissued share capital of the Company at the date of this 
meeting, for the period expiring (unless previously renewed, varied or revoked by the Company in general 
meeting) 15 months after the date of the passing of this resolution or at the conclusion of the next annual 
general meeting of the Company following the passing of this resolution, whichever ﬁrst occurs, but the 
Company may, before such expiry, make an offer or agreement which would or might require relevant 
securities to be allotted after such expiry in pursuance of that offer or agreement.
Special Resolution
10. THAT, in substitution for all existing authorities and subject to the passing of resolution 9, the directors be 
generally empowered, pursuant to section 95 of the Act, to allot equity securities (within the meaning of 
section 94(2) of the Act) pursuant to the authority conferred by resolution 9 as if section 89(1) of the Act 
did not apply to the allotment.
 This power:
 (a) expires 15 months after the date of the passing of this resolution or at the conclusion of the next annual 
general meeting of the Company following the passing of this resolution, whichever ﬁrst occurs, but the 
Company may, before such expiry, make an offer or agreement which would or might require equity 
securities to be allotted after such expiry and the directors may allot equity securities in pursuance of that 
offer or agreement as if the power conferred hereby had not expired; and
 (b) is limited to:
 (i) allotments of equity securities where such securities have been offered (whether by way of a rights 
issue, open offer, employee share scheme approved by the Company or otherwise) to holders of ordinary 
shares in the capital of the Company made 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 offering as they deem necessary or expedient:
 (a)  to deal with equity securities representing fractional entitlements; and
 (b)  to deal with legal or practical problems under the laws of, or the requirements of any recognised  – 50 –
NOTICE OF MEETING
regulatory body or any stock exchange in any territory, and
 (ii) allotments of equity securities for cash otherwise than pursuant (i) up to an aggregate nominal amount 
equal to £506,794 representing ﬁve per cent of the nominal value of the issued ordinary share capital of 
the Company as shown in the ﬁnancial statements for the year ended 31 March 2005.
Special Resolution
11. THAT, the Company be generally and unconditionally authorised, in accordance with section 166 of the 
Act, to make one or more market purchases (within the meaning of section 163 of the Act) of ordinary 
shares of 20p each in the capital of the Company (“Ordinary Shares”) on such terms and in such manner as 
the directors may from time to time determine provided that:
(a) the maximum number of Ordinary Shares authorised to be purchased is 7,601,922 (representing 15% of the 
Company’s issued ordinary share capital);
(b) the minimum price which may be paid for an Ordinary Share is 20p (the nominal value) (exclusive of 
expenses (if any) payable by the Company);
(c) the maximum price which may be paid for an Ordinary Share is an amount equal to 105% of the average 
of the middle market quotations for an Ordinary Share derived from the Daily Ofﬁcial List of the UK 
Listing Authority for the ﬁve business days immediately preceding the day on which that Ordinary Share is 
purchased (exclusive of expenses (if any) payable by the Company); and
(d) the authority hereby conferred shall expire 15 months after the date of the passing of this resolution or at 
the conclusion of the next Annual General Meeting of the Company except following the passing of this 
resolution, whichever ﬁrst occurs, that the Company may before such expiry make a contract to purchase 
its own shares which will or may be completed or executed wholly or partly after such expiry.
12. To transact any other business of an Annual General Meeting.
On behalf of the Board
P S Hollebone
Secretary
Registered Ofﬁce
Audley House
Hove Street
Hove 
East Sussex BN3 2DE
Notes
A member entitled to attend and vote is entitled to appoint one or more proxies to attend and such proxies need 
not be members.  The instrument appointing a proxy must be deposited with the Company’s Registrars not less 
than 48 hours before the time appointed for holding the meeting.
A proxy form is enclosed with these accounts which, to be valid should be completed, signed and lodged (together 
with any power of attorney or other authority under which it is signed or a notarially certiﬁed copy of such power 
or authority) with the Company’s Registrars at the address set out on it not less than 48 hours before the time for 
which the meeting is convened.
The register of directors’ interests in the shares of the Company and the directors’ service contracts will be available 
for inspection at the Registered Ofﬁce of the Company during business hours and at the place of the Annual 
General Meeting for at least ﬁfteen minutes prior to and until the conclusion of the meeting. – 51 –
NOTICE OF ANNUAL GENERAL MEETING
Explanatory Notes
The Notice of the Annual General Meeting and its explanatory notes are important and require your immediate 
attention.  If you are in any doubt as to what action you should take, you should consult your stockbroker, bank 
manager, solicitor, accountant or other appropriately authorised ﬁnancial adviser.
The Annual General Meeting is a meeting of shareholders which the Company holds each year.  This year the 
Directors are asking shareholders to approve 11 resolutions.
Resolution 1: To receive the Report of the Directors and the Accounts for the year ended 31 March 2005.
 The Directors will present to the meeting the Report of the Directors and the Accounts for the 
year ended 31 March 2005. 
Resolution 2: To approve the Directors’ Remuneration Report contained in the Company’s Annual Report for 
2005.
 The Directors will present to the meeting the Directors’ Remuneration Report on pages 19 to 23 
of the Annual Report for 2005.
Resolution 3: To approve the ﬁnal dividend of 3.03p per share for the year ended 31 March 2005. 
 The shareholders are asked to declare a ﬁnal dividend, which cannot exceed the 3.03p per share 
the directors recommend.  If approved the Company will pay its ﬁnal dividend on 31 August 
2005 to holders of ordinary shares who were on the register of members on 5 August 2005.
Resolutions 4 & 5: To re-elect directors.
 The Company’s Articles of Association requires that one third of the directors (to the nearest 
whole number)  shall retire by rotation each year and seek re-election at the Annual General 
Meeting.  The two directors who retire by rotation this year are Mr A J Austin and Mr E R 
Heron.  Mr Austin has a service contract with the Company which requires 3 months notice of 
termination. Mr Heron has a service contract with the Company which requires 3 months notice 
of termination.
Resolution 6: To re-elect a director.
 The Companies Act 1985 requires that any director over the age 70 must retire and seek re-
election at the Annual General Meeting.  Mr P A W Barber retires in accordance with the 
Companies Act and will be proposed for re-election.
Resolution 7: To re-elect a director.
 The Combined Code requires that any non-executive director who has served more than nine 
years on the Board must retire and seek re-election at the Annual General Meeting. Mr J L 
Jeremy retires in accordance with the Combined Code and will be proposed for re-election.
Resolution 8: Reappointment and remuneration of the independent auditors.
 This is a resolution to reappoint Baker Tilly as the Company’s auditors and to authorise the 
directors to agree their remuneration.
Resolution 9: Authority to allot shares.
 The Companies Act 1985 (the “Act”) prevents the directors of a company allotting unissued 
shares without the authority of the shareholders in general meeting.  In certain circumstances, 
this could unduly restrict directors from carrying on the Company’s business to its best 
advantage.  Authority is, therefore, sought for your directors to be able to allot unissued 
shares if it becomes beneﬁcial to the Company to do so, subject to the Investment Protection 
Committee’s guidelines on the maximum percentage of shares that the authority should cover 
(ie. 1/3 of the issued ordinary share capital). – 52 –
NOTICE OF ANNUAL GENERAL MEETING
Explanatory Notes (continued)
Resolution 10: Authority to allot shares without pre-emption requirements.
 The Act also requires that equity securities being issued for cash must ﬁrst be offered to all 
existing relevant shareholders unless the directors have been empowered to allot them without 
regard to this statutory pre-emption requirement.  The directors are, therefore, seeking power 
under resolution 9, set out in the Notice of General Meeting on pages 48 and 49 to allot equity 
securities for cash up to an aggregate nominal amount of £506,795 (2,533,974 ordinary shares) 
representing 5% of the nominal value of the issued ordinary share capital of the Company as 
at 31 March 2005 without ﬁrst offering the securities to existing ordinary shareholders.  The 
power sought is in accordance with the pre-emption guidelines of The Listing Rules of the 
Financial Services Authority.  Resolution 9 also permits the directors to give shareholders in 
certain overseas countries the value, in money’s worth, of any right instead of securities being 
issued and to make any other exclusions or arrangements to deal with such difﬁculties.  This 
authority will terminate at the conclusion of the next annual general meeting to be held in 
2006 or the day 15 months from the passing of the resolution, whichever is the earlier.
Resolution 11: Authority to purchase own shares.
 This resolution, which will be proposed as a special resolution, gives the Company authority 
to purchase its own ordinary shares in the market as permitted by the Companies Act 1985.  
The authority limits the number of shares that could be purchased to a maximum of 7,601,922 
(representing 15%  of the issued share capital as at 31 March 2005) and sets maximum and 
minimum prices.  This authority will terminate at the conclusion of the next annual general 
meeting to be held in 2006 or the day 15 months from the passing of the resolution, whichever 
is the earlier.  The directors have no present intention of exercising the authority to purchase 
the Company’s ordinary shares but will keep the matter under review.  The authority will be 
exercised only if the directors believe that to do so would result in an increase in earnings per 
share and would be in the best interests of the shareholders generally.  Any purchases would be 
by means of a market purchase through the London Stock Exchange.  All shares so purchased 
would be cancelled so that the effect would be to reduce the number of ordinary shares in 
issue.
Resolution 12: To transact any other business of an Annual General Meeting. FORM OF PROXY
I ________________________________________________________________________________________________________________
  (BLOCK LETTERS PLEASE)
of _______________________________________________________________________________________________________________
    _______________________________________________________________________________________________________________
Name of any joint holders _______________________________________________________________________________________
    _______________________________________________________________________________________________________________
Being a member of Wyndeham Press Group PLC hereby appoint the Chairman of the Meeting or ________________              
___________________________________________________________ as my proxy to vote for me and on my behalf at the 
Annual General Meeting of the Company to be held on 21 July 2005, and at every adjournment thereof.  I wish this 
proxy to be used in connection with the resolutions to be proposed at the Annual General Meeting listed below, 
in the manner set out below, and in connection with any other business transacted at the Meeting.
Dated ____________________________________________ 2005 ___________________________________________ Signature
Please indicate with an ‘X’ in the appropriate space below how you wish the proxy to vote on the resolutions 
mentioned.  Unless instructed, the Proxy will at his/her discretion vote or abstain from voting as he/she thinks ﬁt.
RESOLUTIONS FOR AGAINST
  1.  To receive the Report of the Directors and the Accounts for the year ended 31 
March 2005.
  2.  To approve the Directors’ Remuneration report contained in the Company’s 
Annual Report for 2005.
  3.  To approve the ﬁnal dividend of 3.03p per share for the year  ended 31 March 
2005. 
  4.  To re-elect MrA J Austin as a director.
  5.  To re-elect Mr E R Heron as a director. 
  6.  To re-elect Mr P A W Barber as a director (member of the Audit Committee, 
Remuneration Committee and Nomination Committee). 
  7.  To elect Mr J L Jeremy as a director (member of the Audit Committee, 
Remuneration Committee and Nomination Committee). 
  8.  To reappoint Baker Tilly as auditors of the Company to hold ofﬁce until the 
next annual general meeting and to authorise the directors to determine their 
remuneration.
  9.  The resolution (item 9 in the notice) relating to the allotment of securities.
1o.  The resolution (item 10 in the notice) relating to the disapplication of pre-
emption rights (Special Resolution).
11.  The resolution (item 11 in the notice) authorising the Company to purchase up to 
15% of its ordinary shares (Special Resolution).
Notes
1.  This form is for the use of shareholders only and will be used solely in the event of a poll being directed or demanded.
2. You may, if you wish, delete the words ‘Chairman of the Meeting’ and substitute the name(s) of your choice.  Please initial such alteration.
3. To be effective this Form must be lodged with the Company’s Registrars not less than 48 hours before the time ﬁxed for the Meeting.
4. In the case of corporations this Form must be completed under the Company’s ofﬁcial seal or by an ofﬁcer or agent duly authorised in 
writing.
5. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the 
exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in 
the register of members in respect of the share. SECOND FOLD
THIRD FOLD AND TUCK IN
FIRST FOLD
BUSINESS REPLY SERVICE
Licence No. MB 122
Capita Registrars
The Registry
34 Beckenham Road
Kent
BR3 4BR
1