MSB Annual Report 2005
Integrated Recruitment Services 01 Financial & Operational highlights
02 Chairman’s Statement
04 Chief Executive’s Review
08 Financial Review
10 Board of Directors
12 Directors’ Report
14 Corporate Governance
18 Remuneration Report
23 Independent Auditors’ Report
24 Consolidated Profit and 
Loss Account
25 Balance Sheets
26 Consolidated Cash Flow Statement
27 Statement of Group Total
Recognised Gains and Losses
27 Reconciliation of Movements in
Group Shareholders’ Funds
28 Notes to the Financial Statements
42 Five Year Financial Record
43 Notice of Annual General Meeting
MSB International is a leading provider of human
capital solutions, offering a broad and flexible
range of recruitment services.
Turnover (£ millions)
01 02 03 04 05
157.8 146.0 84.1 67.3 92.3
Earnings/(loss) per share (p)
01 02 03 04 05
7.6 6.4 (0.16) 0.76 2.57
Dividends per share (p)
01 02 03 04 05
6.3 2.8 2.1 2.1 2.5
Profit before tax (£ millions)
01 02 03 04 05
2.6 1.9 0.0 0.3 0.8 Operational highlights
Acquisition of Elite Computer Staff Limited in September 2004
Permanent business now 23% of gross profit (2004: 17%)
Continued growth of diversified businesses - now 
accounting for 13% of gross profit (2004: 7%)
Launch of MSB Secretarial
01
Financial highlights
£1.0m Operating profit before goodwill amortisation (2004: £0.2m)
£0.8m Operating profit after goodwill amortisation (2004:£0.2m)
2.57p Earnings per share (2004: 0.76p)
£0.8m Pre tax profit (2004: £0.3m)
£92m Turnover (2004: £67m)
1.8p Final dividend proposed (2004: 1.4p) Our traditional core IT contracting business continued
to experience healthy growth, consolidating on gains
made the previous year. 
MSB's first ever acquisition, Leading Edge Recruitment,
made in November 2003, was successfully integrated
into the business in the early months of 2004 and made
a positive contribution throughout the period. The
strategy of identifying, acquiring and rapidly integrating
suitable add-on businesses capable of further
penetrating our existing markets or diversifying us into
new areas continued in the year. On 28 September
2004 we announced the acquisition of Elite Computer
Staff Ltd extending our capability to provide permanent
recruitment services to technology markets. Elite
continues to operate as an autonomous unit but
benefits from the integration of back office facilities and
access to the wider client base and services available
to all business units within MSB.
Our diversification programme was also extended
during the year with the launch of MSB Secretarial in
June 2004. MSB's Diversified Division now comprises
Finance; Sales & Marketing; Engineering; Supply Chain
Management; Human Resources and Secretarial.
Results and Dividends
The turnover for the year was up 37% at £92 million
(2004: £67 million) with profit before taxation up 165%
at £825,000 (2004: £311,000). Earnings per share were
up 238% at 2.57p (2004: 0.76p). Operating cash inflow
was £322,000 (2004: £1.7 million outflow) resulting in a
net cash balance of £1.2 million (2004 £3.3 million).
The Board is recommending a final dividend of 1.8p
(2004: 1.4p) bringing the total dividend for the year to
2.5p (2004: 2.1p).
Management and Organisation
I am delighted that in September 2004 Sarah Anderson
CBE joined the Board as a Non-executive Director and
has subsequently taken Chair of the Remuneration
Committee. Sarah brings with her extensive experience
of the recruitment sector having founded and built
Mayday Group Ltd, a company specialising in the
provision of staff to the catering industry. Sarah is also
actively involved in a number of Government initiatives
and committees relating to recruitment, employment,
regulation, management and leadership.
Chairman’s Statement
It is gratifying to be able to report a solid set of results for the year, showing
continued earnings growth; substantial increases in revenues and profitability;
positive cash at bank and ongoing improvements in operational efficiencies. 
Acquiring add-on businesses and
diversifying into new areas During the year we have also strengthened our
Management Team by selective recruitment of
high calibre personnel reinforced by on-going
training and development initiatives.
We recognise that to a large extent the success of
our Company depends upon the commitment and
professionalism of our management team and we
will continue to seek to recruit, train and retain the
best available.
Our organisation structure was modified in the
year to create two operational divisions supported
by a central marketing and business development
function. The first division encompasses our
technology business units whilst the second
groups together our diversified businesses.
Strategy
Two years ago, after a period of retrenchment,
MSB set itself a number of strategic objectives
intended to reposition the Company in a
recruitment market which had changed
significantly since the late 1990's.
Much has been achieved in that time. A substantially
new management team has delivered two years of
positive earnings growth and has detailed initiatives
and the infrastructure to continue that trend.
Whereas only a few years ago the Company
depended entirely on the short term placement of IT
contractors for its revenue, MSB now provides an
integrated recruitment service incorporating the
provision of both temporary and permanent staff to a
range of industries, delivering a diversified portfolio
of services to a large range of sectors.
By continuing the process of company funded
start-ups and targeted acquisitions, this
programme of broadening our overall service
offerings will extend our ability to respond to
market demands for multi-recruitment capability
from a single supplier.
MSB People
Our sound performance, in what proved to be a
demanding year for the recruitment services
sector, could not have been achieved without the
hard work, flair and dedication of our staff. At
MSB we realise that our people are our greatest
asset and our culture reflects this. The Board
wishes to thank them all for their effort and
commitment. We are sure that they will again rise
to the challenges that lie ahead and will help us
secure MSB's position as a quality provider of
integrated recruitment services.
Current Trading and Prospects
Market conditions for our services during the first
two months of the current financial year show
improvements on this time last year. Whilst we are
encouraged by overall improvements in market
conditions, longer-term growth forecasts remain
unpredictable. 
Our strategy of diversification has made us more
resilient to economic conditions and better places
us to take advantage of upturns in any specific
sector. Continued diversification into permanent
recruitment provides us with improvements in
cashflow and stabilised gross margins.
We are confident that the business will continue to
perform well as a result of the anticipated
sustained market conditions and our strategy of
extending our recruitment services.
Paul Davies
Non-executive Chairman
02/03 MSB International PLC Annual Report 2005 Significant progress in the year under review was
made in line with our strategic objectives and growth
in the business was achieved both organically and
through acquisition. Organic growth was driven
principally through the investment in our people
increasing their effectiveness and a 21% increase in
the average number of sales consultants.
We continued the diversification programme
complementing our core revenue generator of Technology
contracting by growing permanent revenue streams in
both Technology and the newer, Diversified Division.
Another element in restoring the Company to
profitability has been sound financial management of
cost and cash. Whilst MSB is now experiencing
profitable growth, these stringent procedures will
remain in place thereby ensuring operational efficiency
and a healthy balance sheet. 
Financial Performance 
Gross profit grew by 35% from £10.2 million to 
£13.7 million (excluding acquisitions to £13.2 million).
The year on year overall average number of contractors
working grew by 52%. Cost control, a feature of the
last few years, was again vigilant, and although year
on year costs (excluding goodwill) grew by 27% they
represented 13.8% of turnover compared to 14.8% the
previous year. Included in total costs were first year
new business set up costs in the Diversified Division.
Operating profit before goodwill amortisation grew
fivefold to £1.0 million compared to £0.2 million a year
ago. The solid results for the year ensure the Company
remains financially sound and maintains its track record
of measured long-term growth.
Technology Operations
The strategy is to retain the Technology Division as the
largest operation and continue to build it as a leading
Technology recruitment service. Our clients' resourcing
needs continue to evolve rapidly but, in responding,
our traditional principles of delivery, service and cost
effectiveness remain. 
We provide two primary services: Spot, or Contingency
(meeting clients' short term demands for skills), and
Managed (involving formal preferred supplier
arrangements). In the former, skill shortages and
increased demand in certain technical areas are
beginning to provide upward pressure on both rates
and margins. In managed services, we are able to
obtain economies of scale and therefore accept lower
margins linked to volume. We continue, however, to
decline certain very low margin contracts where it can
be impossible to supply the quality of service and
resource our clients expect of us. The strategy of
maintaining a balance in our client and business
portfolio between Spot and Managed customers
continued and the mix of revenues was improved
slightly to 55:45. 
The IT contracting business overall performed well in the
year and our interim results reflected the pent up
demand. Since autumn, demand for contract resource
has moderated. However, the full year result was a
significant growth in the average number of contractors
working of 32%, and in contract fee income of 23% with
resultant contribution increasing by 42%. We continue to
concentrate on building strong client relationships
thereby achieving substantial repeat business.
By means of both acquisition and organic growth we
have extended our permanent recruitment capabilities
in the IT sector. Permanent revenues have grown
significantly and now represent 14% of the Technology
Division gross profit (compared to 11% a year ago)
with a year on year increase of 62% in permanent fees.
Market Development
The Company continued to pursue actively a strategy
to establish long-term contractual relationships with
new client organisations through the presentation of
MSB as a provider of integrated recruitment services.
The contract with Unisys is an example of how a long-
term relationship can be developed to provide a broader
range of services. During the year this relationship
developed from Master Vendor of Technology contract
personnel to include a Managed Service of Clerical and
Administrative staff and subsequently a Managed
Projects unit to oversee the Technology resource for a
number of outsourced projects.
Diversified Operations 
At the start of the year the Diversified Division
consisted of Finance, Sales & Marketing, Supply Chain
Management, Engineering and Human Resources
recruitment sectors. In June 2004 we expanded our
capability by adding a Secretarial recruitment sector,
based in London, providing both short and long-term
contract and permanent staff.
The Finance division was initially based in Central
London with Financial Services as its primary market.
Chief Executive’s Review
The financial year ended 31January 2005 was our most profitable since 2002.
By contrast to recent years, the notable features are growing gross profits and
earnings and an improved sales capability. The strong financial performance is
generating confidence that the range of recruitment services offered is creating
an unparalleled opportunity for the Company. Bromley (Head office)
Technology, Engineering, 
Supply Chain Management,
Sales & Marketing
Windsor
Human Resources,
Finance, Technology
New Malden
Technology
(Elite)
Covent Garden
Secretarial, Finance,
Technology
Dublin
Technology
Frankfurt
Technology
Manchester
Technology
Glasgow
Technology, Finance
MSB office locations
Coverage of services
04/05 Chief Executive’s Review continued
Growth achieved organically 
and through acquisition 06/07
This was expanded to include a secondary market in
Commerce and Industry. MSB Finance now also
operates from Windsor and plans to have operations in
other offices during the year. The Sales & Marketing
division continued to concentrate on the resourcing of
sales personnel to the IT Sales sector. Engineering, in
its first year, has built a number of large client
relationships in the Power, Transmission and
Distribution sector and is currently expanding into
Construction. The Human Resources is Windsor based
and has established itself quickly in the active Thames
Valley marketplace.
There was a mixed performance in the year as the
various sectors are at different stages of development.
However, gross profit grew year on year by 168% to
£1.9 million. The Diversified Division now accounts for
13% of the total gross profit generated by the Group
compared to just 7% last year. The plans are to
consolidate each sector, adding scale where appropriate,
and expanding through our geographic network.
Acquisitions
The drive for growth continued in the year through the
acquisition of Elite Computer Staff Ltd (“Elite”). Elite
has been successfully bedded into the Technology
Division, while retaining its own identity and has
performed in line with management's expectations.
Where brands, such as Elite, are acquired, they will be
retained and their value optimised through further
brand exploitation. The acquisition underlines the
opportunities that exist particularly in the unlisted
sector, where there are well run businesses in good
markets with good client relationships and effective
sales forces. Consolidation in the recruitment sector is
likely to accelerate and the Company is monitoring
closely and following up defined opportunities that are
earnings enhancing. Through the Elite experience we
have built a model to integrate and generate returns
quickly with the minimum of disruption. 
Outlook
The recruitment market sectors in which we now
operate are growing. This may lead to a shortage of
suitable candidates, which could translate into further
increases in chargeable rates. The Company now has
well established, growing and focussed sales and
management teams with operational plans that will
enable MSB to benefit from any upturn.
Andrew Zielinski
Chief Executive
MSB International PLC Annual Report 2005 Financial Review
Operating Results
The Group generated operating profit after goodwill
amortisation of £829,000 (2004: £152,000). Before
goodwill amortisation of £197,000 (2004: £31,000) and
investment in starting up new businesses of £234,000
(2004: £226,000), operating profits were £1.3 million
(2004: £409,000).
Turnover for the year from existing operations rose to
£90.6 million against £67.3 million last year. Turnover
from the acquisition of Elite Computer Staff Limited
was £1.7 million. The Group profit before tax was
£825,000 (2004: £311,000).
The Group generated a gross profit of £13.7 million
(2004: £10.2 million), representing a gross margin of
14.9% (2004: 15.1%).
Earnings per Share
The basic and diluted earnings per share were 2.57p
(2004: 0.76p). The total number of shares in issue at
31 January 2005 and throughout the year was
20,501,979. The earnings per share computations
exclude 985,000 shares, the average number of shares
held and not vested by the Group's Employee Benefit
Trust during the year.
Taxation
The taxation charge is £323,000 on profit on ordinary
activities before taxation of £825,000. This represents
an effective tax rate of 39% and the reasons for the
departure from the standard UK corporation tax rate of
30% are detailed in note 7, page 32.
Acquisition
On 27 September 2004 the Group acquired Elite
Computer Staff Limited for £1.4 million including
acquisition costs. Funding of the acquisition was from
internal cash reserves. Further details are set out in
note 28, page 41.
Cash Flow
Cash inflow from operating activities was £322,000
(2004: £1.7 million outflow). Acquisition expenditure
was £1.4 million (2004: £0.5 million), capital expenditure
was £0.4 million (2004: £0.1 million) and the dividends
paid totalled £0.4 million (2004: £0.4 million).
Working Capital
Trade debtors grew in the year as a result of the
increased volume of business. However, continued
focus on the management of working capital resulted
in a rise of only 7% in trade debtors whilst turnover
grew by 37%.
Borrowings
The Balance Sheet was free of long-term debt at 31
January 2005. There was a positive cash position of
£1.2 million (2004: £3.3 million) at the year-end. Total
facilities of £5.5 million are available to the Company.
Treasury
The Group finances its operations through invoice
discounting, bank borrowings, retained profit and
working capital balances such as trade debtors and
creditors. No other financial instruments are used. In
the absence of any long-term debt and with the
Group's positive cash position, the Directors consider
that the levels of interest rate and exchange rate risk
are acceptable.
International Financial Reporting Standards (IFRS)
The Group is required to report under IFRS for the
period ending 31 July 2005 and for the full year ending
31 January 2006, both with IFRS comparatives.
The Directors believe that the Company has sufficient
qualified internal resource to manage and perform the
required transition to IFRS in 2005. The Company has
completed an initial identification of likely differences
arising on the transition. External professional advice
will be taken on specific IFRS matters as they arise
where considered necessary by the Directors. Based on our assessments carried out to date, the key
differences that will apply to the Group's consolidated
financial statements are:
• The presentation of primary statements is likely to
be different in respect of format and content.
• Changes in accounting for goodwill, share options
and exchange rates used to translate the results
of foreign operations in the income statement.
Going Concern
After making appropriate enquiries, the Directors have
a reasonable expectation that the Group has adequate
reserves to continue to fund operations for the
foreseeable future. For this reason they continue to
adopt the going concern basis in preparing the
financial statements.
Ian Ketchin 
Finance Director & Company Secretary
6 April 2005
08/09 MSB International PLC Annual Report 2005
Expanding our network of 
integrated recruitment services Board of Directors
Directors from left to right
Ian Ketchin, Andrew Zielinski, Peter Browne,
Sarah Anderson, Robert Gunlack and Paul Davies 10/11
Paul Davies
Non-executive Chairman and 
Chairman of the Nomination Committee
Paul was appointed Non-executive Chairman in
November 2002. Until September 1999, Paul was
Chief Executive of Parity Plc, one of the leading names
in the UK recruitment and IT services sectors, which
he joined in 1993. Before this he was Managing
Director of Easams Ltd, GEC's IT company, and
previously ran the systems integration business of SD-
Scicon Plc. He has also been on the board of
Microgen Plc since 1999, where he is currently Non-
executive Deputy Chairman.
Andrew Zielinski
Chief Executive Officer
Andrew was appointed Chief Executive Officer in
August 2002. A qualified Chartered Accountant; he
joined MSB and was appointed to the Board as
Finance Director in September 1998. Andrew was
formerly Finance Director of United Newspapers Plc,
the publishing subsidiary of United News and Media
Plc. Prior to this he held senior financial positions with
Ladbrokes Group Plc and was Group Finance Director
of Hunterprint Group Plc.
Ian Ketchin
Group Finance Director and Company Secretary
Ian was appointed Group Finance Director on 29
March 2004. He qualified as a Chartered Accountant
with Ernst & Young in 1990, where he gained a wide
range of audit and advisory experience. Ian joined
MSB in May 2003 as Group Financial Controller and
was appointed Company Secretary in October 2003. 
Peter Browne
Sales and Marketing Director 
Peter joined MSB as a salesman in 1987 and was
promoted to Sales Manager in 1994. In March 1995 he
joined the Board as Sales Director responsible for the
day-to-day sales performance of the Company. In
September 1998 Peter took on a new role as
Marketing Director and was appointed Sales and
Marketing Director in March 2000.
Robert Gunlack
Non-executive Director and 
Chairman of the Audit Committee
Robert joined Price Waterhouse as a Chartered
Accountant in 1970 and became a Partner in 1979. He
joined MSB as a Non-executive Director in February
1996. In addition, he was Chairman of Capital Bars Plc
from 1993 to 2002 and is currently a Director of
Clinton Cards Plc, International Diagnostics Plc and a
number of private companies.
Sarah Anderson CBE
Non-executive Director and 
Chair of the Remuneration Committee
Sarah was appointed Non-executive Director in
September 2004. Sarah has extensive experience
within the recruitment sector and was awarded the
CBE for services to training and enterprise in 2000.
She is currently Chief Executive of Mayday Group, a
specialist employment business, also, a Non-executive
Director of FlexEcutive, a work life balance
consultancy, and Jobcentre Plus, an Executive Agency
within the Government's Department for Work &
Pensions. She started her career at Compass Group,
where she was latterly Personnel and Training
Manager. She is also a member of the ACAS Council. 
She is a Member of the CBI's Employment Policy
Committee; Member of the CBI's SME Council; and
Chair of the Steering Group for Management &
Leadership in SMEs. She was previously Chair of the
Federation of Recruitment and Employment Services.
MSB International PLC Annual Report 2005 Directors’ Report
The Directors present their Annual Report and the Audited Financial
Statements for the year ended 31 January 2005.
Principal Activity
The principal activity of the Group is the provision of
recruiting, staffing and related services.
Results and Future Prospects
The Group made a profit before tax for the year of
£825,000 (2004: £311,000). After provision for tax of
£323,000 (2004: £162,000), and dividends paid and
proposed of £488,000 (2004: £410,000), £14,000 has
been transferred to reserves (2004: £261,000
transferred from reserves). Further information on the
performance of the Group and its future prospects can
be found in the Chairman's Statement and the Chief
Executive's Review on pages 2 to 7.
Acquisition
On 27 September 2004 the Group acquired Elite
Computer Staff Limited for £1,413,000 including
acquisition costs. Further details are set out in note 28,
page 41.
Dividends
An interim dividend of 0.7p (2004: 0.7p) was paid on 1
November 2004. The Directors propose a final dividend
of 1.8p (2004: 1.4p) making a total of 2.5p per share
for the year (2004: 2.1p).
Directors and their Interests
The Directors who held office during the year and at
the date of this report are shown on page 11. Ian
Ketchin was appointed Finance Director on 29 March
2004 and Sarah Anderson was appointed as a Non-
executive Director on 28 September 2004. Andrew
Zielinski retires by rotation in accordance with the
Articles of Association and is seeking re-election at the
forthcoming Annual General Meeting. Sarah Anderson,
having been appointed a Director since the last Annual
General Meeting, and being eligible, offers herself for
election at the Annual General Meeting.
The beneficial interests, in both shares and share
options, of the Directors are disclosed in the
Remuneration Report on pages 18 to 22.
Substantial Shareholdings
In accordance with Part VI of the Companies Act 1985,
the Company has been advised of the following
shareholdings (excluding Directors) which are 3% or
greater as at 30 March 2005.
Investor No. of Ordinary Shares Percentage
Unicorn Asset Management Ltd 4,229,350 20.63%
Peter Flaherty 2,871,853 14.01%
MSB Incentive Scheme Trustee Ltd 985,000 4.80%
Gartmore Investment Management Ltd 733,074 3.58%
Employees
The Group endorses and supports the principles of equal
opportunities and always considers fully applications by
disabled persons. The policy in respect of staff who
become disabled when employed is to train and assist
them wherever practicable to continue within the Group. 
It is the policy of the Group to consider individuals on
their merit and to make employment decisions on a
non-discriminatory basis in compliance with its legal
obligations.
All employees, at every level, are encouraged to
develop their skills and qualifications. A variety of
internal and external courses are available to
employees. A process of continual improvement
operates within the Group. All staff are encouraged to
discuss with their managers any issues that affect
them and ways in which client service and internal
processing may be enhanced.
All employees receive regular communications from
the Chief Executive to keep them abreast of
developments within the business. 12/13
Supplier Payment Policy
It is the Company and Group’s policy to pay its suppliers
in accordance with the terms and conditions of business
agreed in each case. The overwhelming majority of
payments to suppliers are in respect of contractors for
whom payments are made weekly, upon receipt of a
timesheet authorised by our clients. The average number
of days credit taken from suppliers to the Company at
31 January 2005 was 9 days (2004: 8 days).
Insurance
The Company maintains appropriate Directors and
Officers insurance cover.
Charitable and Political Donations
The Company made a charitable donation of £2,500
(2004: Nil) to the NSPCC. No political donations were
made during the year (2004: Nil).
Auditors
A resolution to reappoint PricewaterhouseCoopers LLP
as auditors to the Company will be proposed at the
Annual General Meeting.
Ian Ketchin 
Finance Director & Company Secretary
6 April 2005
MSB International PLC Annual Report 2005
Organic growth &
acquisition Corporate Governance
Introduction
Corporate Governance may be defined as the system
by which an organisation is directed and controlled
from within in order to achieve its objectives and meet
the necessary standards of accountability and probity.
The Group is committed to applying high standards of
Corporate Governance.
The governance rules applying to UK Companies listed
on the London Stock Exchange are contained in the
2003 FRC Combined Code (“ the Code”). The Code is
effective for accounting periods beginning on or after 
1 November 2003. Our obligation is to report on our
compliance with the Code, reporting how its Main
Principles and Supporting Principles have been
applied, giving enough detail to enable shareholders to
evaluate the report, and give an explanation for any
points of non-compliance.
Compliance with the Code
The Directors consider that for the year ended 
31 January 2005, the Company complied with all the
provisions of the Code, except where indicated below.
The Board and its Committees
At the year-end the Board consisted of three Executive
Directors and three Non-executive Directors, which the
Board considers to be a reasonable balance. The Non-
executive Directors are all considered to be
independent. The Board is chaired by a Non-executive
Director, Paul Davies. The Chief Executive Officer is
Andrew Zielinski. Robert Gunlack is the senior
independent Non-executive Director. Robert Gunlack
has served as a Non-executive Director of the Company
for nine years. The Board is satisfied he remains
independent in both character and judgement and that
his independence and integrity are beyond doubt.
The Directors believe it is essential that the Company
should be both led and controlled by an effective
Board. The Chairman is responsible for leading the
Board, facilitating the effective contribution of all
members and ensuring that it operates effectively in
the interest of shareholders.
Matters reserved for the Board
There is a written list of matters and decisions that
may only be approved by the Board. These include: 
• Approval of strategy
• Approval of budget and business plan
• Approval of reported financial statements and
dividends
• Group policy on Corporate Governance, 
internal controls and risk management
• Company and business acquisitions and disposals
• Approval of major capital investments
• Policy in important areas
• Managing shareholder relations
Accountability
The Board delegates responsibility for day-to-day
operation of the business to the Executive Directors.
Below Board level there are clear limits to the authority
that individuals have to make financial commitments. 
All Directors are equally accountable for the proper
stewardship of the Company's affairs. The Non-
executive Directors have a particular responsibility to
ensure the strategies proposed by the Executive
Directors are fully discussed and critically examined, not
only to protect the long-term interests of shareholders,
but also to ensure they take proper account of the
interests of employees, customers and suppliers.
Attendance at meetings
The Board meets on a regular basis twelve times a
year, and otherwise as required. Of the twelve normal
meetings, ten were held at the Company's Head Office
and two were held by telephone conference. 
The table below shows the number of Board meetings
attended by each Director during the year 2004/05:
Paul Davies 12
Andrew Zielinski 12
Peter Browne 12
Ian Ketchin* 12
Robert Gunlack 12
Sarah Anderson** 3
* Ian Ketchin attended the first 2 meetings of the
year as Company Secretary, prior to his
appointment as Finance Director.
** Sarah Anderson was appointed on 
28 September 2004. 14/15
In the single instance when a Director was unable to
attend Board meetings, comments on the papers to be
considered at the meeting were relayed to the
Chairman in advance.
The Non-executive Directors meet annually without the
Executive Directors present. The Chairman leads these
meetings. The Non-executive Directors also meet
annually, without the Chairman present, in order to
appraise the Chairman's performance. The Senior
Independent Director chairs these meetings.
Information and Professional Development
All Directors have access to the advice and services of
the Company Secretary, who is responsible for
ensuring that all Board procedures are observed,
appropriate rules and regulations are followed and for
advising the Board on corporate governance matters.
Where considered necessary, in pursuit of their duties,
all Directors may seek independent professional advice.
Any costs arising from this will be met by the Company.
Appropriate training and briefing is provided to all
Directors on appointment to the Board, taking into
account their individual qualifications and experience,
and ongoing training is also available to meet their
individual needs. Briefings are given at Board meetings
to all Directors on relevant issues, including changes
to legislation and briefings on specific issues relevant
to the Group's business.
Certain responsibilities are delegated to separate
Board Committees. The remit and membership of the
relevant Board Committees are set out below.
The Remuneration and Nomination Committee
Owing to the size of the Board, the Nomination
Committee was combined with the Remuneration
Committee until October 2004, when they were
separated. Paul Davies chaired the combined
Committees and Robert Gunlack was the other member.
Subsequently the two separate Committees consisted
of the three Non-executive Directors. Paul Davies
chairs the Nomination Committee and Sarah Anderson
the Remuneration Committee. The Board is satisfied
that the structure of the Committees is such that
independent decisions were and continue to be made. 
There were five meetings of the combined Committee
during the year and one meeting of the Remuneration
Committee. All were fully attended.
The remit of the Remuneration Committee is set out in
the Remuneration Report on pages 18 to 22. The
Nomination Committee is responsible for making
recommendations to the Board on new appointments of
Executive and Non-executive Directors. The Committee
meets as required to discuss new appointments.
The Board is aware of the other commitments of its
Directors and is satisfied that these do not conflict with
their duties as Non-executive Directors of the
Company.
Re-election
All Directors are subject to re-election at least every
three years.
Performance Evaluation
The Chairman undertakes a performance evaluation of
the Executive Directors based upon the financial
performance of the Group having regard to market
conditions. The performance evaluation of the Non-
executive Directors is based upon their commitment to
the role and the various Committees. Based on this
performance evaluation, the Chairman by recognising
the strengths and addressing the weaknesses of the
Board will where appropriate, propose new members
to be appointed to the Board or seek the resignation of
Directors. The Chairman's performance is evaluated by
the senior Non-executive Director taking into account
the views of the other Directors.
Appointment to the Board
Potential appointments to Executive Director are
interviewed by all Directors before the proposal is
formally made to the Board by the Chairman of the
Committee. Possible new Non-executive Directors are
suggested by all members of the Board to take into
consideration the requirement of the Group's business
and the need to have a balanced Board. In appropriate
cases recruitment consultants are used to assist in the
process. Possible candidates are discussed with all
Directors before any approach is made to them.
The Audit Committee
The Audit Committee consists of Robert Gunlack
(Chairman), Paul Davies and Sarah Anderson. Until
Sarah Anderson's appointment to the Board in
September 2004 the Committee did not comprise three
Non-executive Directors as required by the Code. 
MSB International PLC Annual Report 2005 Corporate Governance continued
The Committee meets at least twice a year and
receives reports from the External Auditors. It follows
up outstanding matters contained in those reports,
where appropriate. The Committee reviews the
Company's interim and annual reports, reviewing
significant financial reporting judgements contained in
them, before they are submitted to the Board for
approval and monitors the extent of the Group's
compliance with the recommendations of the Code. 
There were two meetings of the Audit Committee
during the year, both of which were fully attended. 
The Committee monitors the effectiveness of the
system of internal controls by receiving regular
updates on control issues, reviewing the External
Auditors' findings twice a year and reviewing the
Group's Risk Register prepared by the senior
operating team. The Group considers it is not cost
effective to maintain a separate Internal Audit function
although the requirement is under regular review.
The Committee also makes recommendations on the
appointment, re-appointment and removal of the
External Auditors. The remuneration and terms of
engagement of the External Auditors are approved by
the Committee. External Auditors currently provide
non-audit work, mainly tax services, which are
considered not to be sufficiently material to them to
jeopardise their objectivity and independence.
Internal Control
As required by the Code, during the year the Directors
have conducted a review of the effectiveness of the
Group's system of internal financial and operating
controls.
An ongoing process, in accordance with the guidance
of the Turnbull Committee on internal control (financial
and operational) has been established for identifying,
evaluating and managing the significant risks faced by
the Group. The process has been in place for the full
year under review and up to the date of approval of
the annual report and financial statements. The Board
regularly reviews the process.
The Directors acknowledge their ultimate responsibility
for ensuring that the Group has in place a
comprehensive system of controls, financial and
otherwise, appropriate to its business. Such controls
are designed to give reasonable assurance with
respect to the:
• reliability of financial information used within the
business or for publication;
• maintenance of proper accounting records;
• safeguarding of assets against unauthorised use
or disposition;
• business being operated efficiently and effectively.
The Group's internal control and monitoring
procedures include:
• clearly laid down systems and procedures, both
financial and operational, including maintenance
of good financial controls and the production of
accurate and timely financial management
information;
• the control of key financial risks through clearly
laid down authorisation levels and proper
segregation of accounting duties;
• quarterly business reviews - on a quarterly basis,
operational management performs a detailed
review with each business manager. These
reviews consider current and projected financial
and operating results, and address the progress
of key strategic and operating initiatives and the
actions being taken by business unit managers, to
manage the risks and achieve their objectives
• detailed budgeting and reporting of trading
results, balance sheets and cash flows, with regular
review by management of variances from budgets.
The systems are 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. During the year, the procedures necessary for
identifying, evaluating and managing the significant
risks faced by the Group were strengthened. 
The executive members of the Board have close day-
to-day contact with the business and are actively
involved in monitoring risks and the control activities.
This is supported by reviews of daily, weekly and
monthly detailed analysis of the performance of the
business. All of the Board members receive copies of
management and Auditors’ reports and are involved in
agreeing the actions that are required to maintain the
level of risk at an acceptable level.
Relations with Shareholders
The Directors maintain dialogue with Analysts twice a
year and with major shareholders. The AGM is used as
a way of communicating with private investors. The  16/17
Group has regular contact with Institutional
Shareholders where it believes this to be in the interests
of shareholders generally. Feedback on all such
shareholder contact is discussed at Board meetings.
Going Concern
The Directors, having made appropriate enquiries, are
satisfied that the Group has adequate resources to
continue in operational existence for the foreseeable
future. Accordingly, they continue to adopt the going
concern basis in preparing the financial statements.
Directors' Responsibilities
Company law requires the Directors to prepare
financial statements for each financial year, which give
a true and fair view of the state of affairs of the Company
and of the Group as at the end of the financial year
and of the profit or loss of the Group for the year. In
preparing those financial statements, the Directors are
required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and estimates that are
reasonable and prudent;
• follow applicable accounting standards, subject to
any material departures disclosed and explained
in the financial statements;
• prepare the financial statements on the going
concern basis unless it is inappropriate to
presume that the Group will continue in business.
The Directors confirm that they have complied with the
above requirements in preparing the financial statements.
The Directors are responsible for keeping proper
accounting records which disclose, with reasonable
accuracy at any time, the financial position of the
Group and to enable the Directors to ensure that the
financial statements comply with the Companies Act
1985. They are also responsible for safeguarding the
assets of the Group and hence for taking reasonable
steps for the prevention and detection of fraud and
other irregularities.
The Directors are also responsible for the maintenance
and integrity of the Group's website. However,
information published on the internet is accessible in
many different countries where legislation governing the
preparation and dissemination of financial statements
may differ from that applicable in the United Kingdom.
By order of the Board.
Ian Ketchin 
Finance Director & Company Secretary
6 April 2005
MSB International PLC Annual Report 2005 Introduction
This report has been prepared in accordance with the Directors' Remuneration Report Regulations 2002, which
introduced statutory requirements for the disclosure of Directors' remuneration. The report also meets the
relevant requirements of the Listing Rules of the Financial Services Authority and describes how the Board has
applied the principles of good governance relating to Directors' remuneration. In accordance with the
Regulations, a resolution to approve this Report will be proposed at the forthcoming Annual General Meeting.
The Regulations require the auditors to report to shareholders on the information contained in the descriptions
“Directors' Remuneration”, “Interests in Share Options” and the “Share Options” sections in this report (“the
auditable parts”) and to state whether, in their opinion, these parts of the Report have been properly prepared in
accordance with the Companies Act 1985 (as amended by the Regulations).
Remuneration Committee
The Remuneration Committee is composed of the three Non-executive Directors. Paul Davies was Chairman until
October 2004, when Sarah Anderson took over as Chair on her appointment to the Board. Prior to October the
Remuneration Committee was combined with the Nomination Committee. The combined Committees met five
times in the year and the separate Remuneration Committee once. All meetings were fully attended.
The role of the Committee is to ensure the Executive Directors are rewarded appropriately (according to their
performance and market rates) and motivated to deliver enhanced performance.
The Committee meets at least twice a year. Executive Directors may be present at meetings by invitation, but are
not present during discussion of their own remuneration. 
Remuneration Policy
Levels of pay and benefits are set to reflect the performance of the Group against pre-determined budgets, as
well as the individual contribution of each Executive Director. Both market and competitive conditions are taken
into consideration. Salaries are set at an appropriate level to continue to motivate and retain its management.
This policy is expected to remain unchanged.
There are three main elements of the remuneration package for Executive Directors and Senior Management:
• basic annual salary and benefits in kind;
• annual bonus payments based on meeting specific performance criteria;
• share option incentives based on meeting specific performance criteria.
Executive Directors are entitled to receive a bonus based on the performance of the Group during the year. The
Remuneration Committee believes that the award of any bonuses should be tied to the interests of the
shareholders. It establishes the objectives, which must be met for the bonus to be paid, which are dependent on
the Group achieving profit targets for the relevant year. The bonuses payable in respect of the year ended 31
January 2005 are set out in the table of Directors' Remuneration on page 20.
Remuneration Report
for the year ended 31 January 2005 The targeted composition of the Board's remuneration is as follows:
2004/05 2005/06
Executive Directors 67% 57% Non performance-related
33% 43% Performance-related
Non-executive Directors 100% 100% Non performance-related
All aspects of the Executive Directors' packages are reviewed annually by the Remuneration Committee. During
the year, the Remuneration Committee consulted the Chief Executive about its proposals relating to the
remuneration of Executive Directors, other than his own. The Committee has access to professional advice where
appropriate.
In addition to the basic remuneration under the service agreements, the Executive Directors are entitled to a
range of other benefits, including private healthcare insurance, death in service benefits, company car (or cash
alternative) and pension contributions. 
Remuneration of the Non-executive Directors is discussed annually by the Executive Directors, and the levels are
based on market comparisons. Any recommendations are laid before the full Board.
Share Options
Executive Directors are eligible to participate in the Company's Executive Share Option Scheme. The Share
Option Schemes relating to Directors seek to link individual reward with the longer-term success of the business.
Options are awarded to Directors following an assessment of individual performance. It is the Group's policy that
no Director or employee should hold options with an exercisable value of more than four times salary. 
The right to exercise share options under the MSB Executive Share Option Plan is subject to the requirement that
the Group outperforms the FTSE index of quoted companies within the Support Services sector, based on total
shareholder return from the date of the grant of the option. The right to exercise options under the MSB
International Executive Share Option Scheme 2004 is subject to the requirement that Group profit before tax
should have grown by more than RPI + 3% over the 3-year performance period. Except under certain conditions,
in the event that a Director resigns, any outstanding options that have not been exercised will lapse.
Directors' Service Contracts
Executive Directors have rolling service contracts with notice periods of no more than one year and there are no
other contractual termination payments. 
Robert Gunlack has a one year, renewable contract, with no notice period. Paul Davies and Sarah Anderson have
service contracts for a three-year term, with a one-month notice period.
The details of the service contracts of those who served as Directors during the year are:
Contract Unexpired Notice Contractual
date term at 31/01/05 period termination payments
A M Zielinski 01.09.98 No fixed term 1 Year N/A
P J Browne 01.03.95 No fixed term 1 Year N/A
I M Ketchin 29.03.04 No fixed term 6 Months N/A
P Davies 27.11.02 10 Months 1 Month N/A
R H Gunlack 23.04.04 3 Months Immediate N/A
S L Anderson 28.09.04 2 Years 8 Months 1 Month N/A
MSB International PLC Annual Report 2005 18/19 Remuneration Report continued
for the year ended 31 January 2005
Directors' Remuneration
Benefits Total Total
Salary/Fees Bonus Pension in kind 2005 2004
£000 £000 £000 £000 £000 £000
Executive
A MZielinski 225 782323349 248
P JBrowne 150 52 - 16 218 176
I M Ketchin (appointed 29.03.04) 85 38 4 10 137 -
D B Adshead-Grant (1) - - - - 66
Non- Executive
P Davies 60 --- 60 60
R H Gunlack 27 -- - 27 25
N J A Parker (2) - - - - - 17
S L Anderson (appointed 28.09.04) 10 - - - 10 -
Total Emoluments 801 592
(1) D B Adshead-Grant left on 12 August 2003. In addition to the above amounts, compensation for loss of office of
£30,000 was paid to him in 2004/05. A further £75,958 was paid pursuant to a settlement agreement in legal
proceedings arising from the ending of his employment.
(2) N J A Parker resigned on 30 September 2003 and consequently his contract was terminated. A consultancy agreement
was entered into between the Company and N J A Parker for a period of 12 months to 1 September 2004. Fees of
£8,000 were paid under this contract in respect of the financial year (2004: £4,000).
Benefits in kind included the provision of a company car or cash alternative and private medical insurance. The
Group operates a defined contribution pension scheme. No Director waived any entitlement to emoluments in
respect of the year ended 31 January 2005. MSB International PLC Annual Report 2005 20/21
Interests in Share Options
The Group operates a number of share option schemes: 
• The MSB International PLC Executive Option Scheme (the Executive Scheme) has two parts: Part A
designed for Inland Revenue approval and Part B an unapproved Share Option Scheme. Part A of the
Executive Scheme was approved by the Inland Revenue under Schedule 9 of the Income and Corporation
Taxes Act 1988 on 17 July 1998. The Executive Scheme was approved by shareholders at an Extraordinary
General Meeting of the Company held on 16 January 1998. The Executive Scheme was then amended and
approved by shareholders at an Extraordinary General Meeting of the Company held on 19 November 1999.
• The MSB International Executive Share Option Scheme 2004 (the Directors' Scheme) was approved by
shareholders at the Annual General Meeting on 18 May 2004. 
• The MSB International Executive's Enterprise Management Incentive Share Option Scheme (the EMI Scheme).
An analysis of options over the Company's shares, held by Directors as at 31 January 2005, none of which have
been exercised, is set out below:
No. of
No. of options No. of
options as granted options as Date from
at 1 Feb during at 31 Jan Date of which Expiry Exercise
2004 the year 2005 grant exercisable date price (p)
A M Zielinski 101,694 - 101,694 23.10.98 23.10.01 22.10.08 295.00
50,000 - 50,000 02.05.00 02.05.03 01.05.10 111.00
25,000 - 25,000 27.07.01 27.07.04 26.07.11 91.83
- 623,500 623,500 18.05.04 18.05.07 18.05.14 72.17
176,694 623,500 800,194
I M Ketchin 35,000 - 35,000 29.01.04 30.01.07 29.01.14 93.70
- 100,000 100,000 28.09.04 29.09.07 28.09.14 76.20
35,000 100,000 135,000
No options were exercised during the year to 31 January 2005. No other Directors have been granted share
options in the shares of the Company. None of the terms and conditions of the share options has varied during
the year. There have been no departures from the Group's policy on granting share options during the year. All
options were granted in respect of qualifying services and were granted at nil cost. The performance criteria for
all the above share options were consistent with the remuneration policy above. The market price of the Company's
shares at the end of the financial year was 63.5p and the range of market prices during the year was between
63.5p and 98p. There were no gains made by any Director from the exercise of share options during the year. Remuneration Report continued
for the year ended 31 January 2005
%
0
20
40
60
80
100
120
31/01/00 31/01/01 31/01/02 31/01/03 31/01/04 31/01/05
Performance Graph 2000 - 2005
The graph shows the percentage change in the total
shareholder return (with dividends reinvested) for each of the
last five financial years of a holding of the Group's shares,
compared with the corresponding change in a hypothetical
holding of shares in the FTSE All Share Support Services Index. 
The FTSE All Share Support Services Index was selected as it
is considered to give a broad representation of MSB's peer
group within the sector.
• MSB International PLC
• FTSE All Share Support Services Index
Interest in Shares
The Directors' interests in shares are set out below:
31 January 2005 31 January 2004
Number of shares Number of shares
Executive
A M Zielinski 30,000 30,000
P J Browne 2,225,600 2,225,600
I M Ketchin 7,500 -
Non-executive
P Davies 30,000 20,000
R H Gunlack 105,551 55,551
S L Anderson 10,000 -
All Directors' interests are beneficially held. There have been no changes to Directors' interests between 31
January 2005 and the date of this report.
On behalf of the Board.
Sarah Anderson CBE
Chair of the Remuneration Committee
6 April 2005 We have audited the financial statements which comprise
the consolidated profit and loss account, the balance
sheets, the consolidated cash flow statement, the
statement of group total recognised gains and losses, the
reconciliation of movements in group shareholders’ funds
and the related notes. We have also audited the
disclosures required by Part 3 of Schedule 7A to the
Companies Act 1985 contained in the directors'
remuneration report (“the auditable part”).
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the annual
report and the financial statements in accordance with
applicable United Kingdom law and accounting standards
are set out in the statement of directors' responsibilities.
The directors are also responsible for preparing the
directors' remuneration report.
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 issued by the
Auditing Practices Board. This report, including the
opinion, has been prepared for and only for the
company's members as a body in accordance with
Section 235 of the Companies Act 1985 and for no other
purpose. We do not, in giving this opinion, accept or
assume responsibility for any other purpose or to any
other person to whom this report is shown or into whose
hands it may come save where expressly agreed by our
prior consent in writing.
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 is not disclosed.
We read the other information contained in the annual
report and consider the implications for our report if we
become aware of any apparent misstatements or material
inconsistencies with the financial statements. The 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, the corporate governance statement and
other information for shareholders. 
We review whether the corporate governance statement
reflects the company's compliance with the nine
provisions of the 2003 FRC Combined 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.
Basis of audit opinion
We conducted our audit in accordance with auditing
standards issued by the Auditing Practices Board. An
audit includes examination, on a test basis, of evidence
relevant to the amounts and disclosures in the financial
statements 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.
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 January 2005 and of the profit and cash flows of
the group for the year then ended;
• the financial statements have been properly
prepared in accordance with the Companies Act
1985; and
• those parts of the directors' remuneration report
required by Part 3 of Schedule 7A to the Companies
Act 1985 have been properly prepared in
accordance with the Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
London
6 April 2005
Independent Auditors’ Report
to the members of MSB International PLC
22/23 Note 2005 2004
£000 £000
Turnover
Continuing operations 90,635 67,297
Acquisition 1,686 -
2 92,321 67,297
Cost of sales 4 (78,577) (57,121)
Gross profit 13,744 10,176
Administration expenses before goodwill amortisation (12,718) (9,993)
Goodwill amortisation 10 (197) (31)
Total administration expenses (12,915) (10,024)
Operating profit
Continuing operations 747 152
Acquisition 82 -
Total operating profit 829 152
Net interest (payable)/receivable and similar charges 5 (4) 159
Profit on ordinary activities before taxation 6 825 311
Taxation on profit on ordinary activities 7 (323) (162)
Profit on ordinary activities after taxation 502 149
Dividends 8 (488) (410)
Transfer to/(from) reserves 14 (261)
Basic and diluted earnings per share 9 2.57p 0.76p
Consolidated Profit and Loss Account
for the year ended 31 January 2005 Balance Sheets
as at 31 January 2005 
24/25
Group Company
Note 2005 2004 2005 2004
£000 £000 £000 £000
Fixed assets
Intangible fixed assets 10 1,523 447 292 447
Tangible fixed assets 11 511 320 476 312
Investments 12 - - 1,425 12
2,034 767 2,193 771
Current assets
Debtors 13 16,992 16,135 16,930 17,272
Cash at bank and in hand 1,162 3,254 204 2,686
18,154 19,389 17,134 19,958
Creditors: amounts falling due 
within one year 15 (6,571) (6,538) (5,269) (6,148)
Net current assets 11,583 12,851 11,865 13,810
Total assets less current liabilities 13,617 13,618 14,058 14,581
Creditors: amounts falling due 
after more than one year - - - -
Net assets 13,617 13,618 14,058 14,581
Capital and reserves
Called up share capital 16 1,025 1,025 1,025 1,025
Share premium account 19 1,263 1,263 1,263 1,263
Profit and loss account 19 11,329 11,330 11,770 12,293
Equity shareholders' funds 13,617 13,618 14,058 14,581
The financial statements which comprise the consolidated profit and loss account; the balance sheets; the
consolidated cash flow statement; the statement of group total recognised gains and losses, the reconciliation of
movements in group shareholders' funds; and related notes were approved and signed on behalf of the Board of
Directors on 6 April 2005.
Ian Ketchin
Finance Director & Company Secretary Consolidated Cash Flow Statement
for the year ended 31 January 2005
Note 2005 2004
£000 £000
Net cash inflow/(outflow) from operating activities 21 322 (1,713)
Returns on investments and servicing of finance
Interest paid (11) (9)
Interest received 7 167
Net cash (outflow)/inflow from returns on investments 
and servicing of finance (4) 158
Taxation paid (232) (442)
Capital expenditure and financial investment
Purchase of tangible fixed assets (374) (72)
Proceeds from sale of tangible fixed assets 23 8
Net cash outflow from capital expenditure and financial investment (351) (64)
Acquisitions and disposals
Acquisition of company (1,413) -
Acquisition of business - (478)
Cash outflow from acquisitions and disposals (1,413) (478)
Equity dividends paid to shareholders (410) (410)
Net cash outflow 22 (2,088) (2,949) 2005 2004
£000 £000
Profit for the year 502 149
Exchange movements in reserves (15) (43)
Total recognised gains relating to the year 487 106
Reconciliation of Movements in Group Shareholders’ Funds
for the year ended 31 January 2005
Note 2005 2004
£000 £000
Profit attributable to shareholders 502 149
Dividends 8 (488) (410)
Retained profit/(loss) for the year 14 (261)
Exchange movements in reserves (15) (43)
Net change in shareholders' funds (1) (304)
Shareholders' funds at 1 February 13,618 13,922
Shareholders' funds at 31 January 2005 13,617 13,618
Statement of Group Total Recognised Gains and Losses
for the year ended 31 January 2005
26/27 1. Accounting Policies
Accounting Convention
The financial statements have been prepared under the historical cost convention and have been prepared in
accordance with applicable Accounting Standards and the Companies Act (1985). The principal accounting
policies, which have been applied consistently, are outlined below. In accordance with FRS 18, the Directors have
reviewed the Group's accounting policies and consider them to be the most appropriate. 
Basis of Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiary
undertakings, and exclude all intra-Group transactions. The results and the net assets of the subsidiary undertakings
acquired are consolidated from the date of acquisition using the acquisition method of accounting. Unless
specifically stated in the notes to the accounts, all amounts presented relate to the consolidated results of the Group.
Goodwill and Intangible Assets
Goodwill arising on the acquisition of a business, representing any excess of the fair value of the consideration
given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight
line basis over its estimated useful economic life (3-10 years). Provision is made for any impairment.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are stated at cost, net of accumulated depreciation, as set out in note 11. Depreciation is
provided in order to write off the cost of tangible fixed assets, less estimated residual value, over their estimated
useful lives at the following rates:
Leasehold improvements 25% per annum on a straight-line basis
Furniture, fittings and equipment 12.5% to 25% per annum on a straight-line basis
Motor vehicles 25% per annum on a reducing balance basis
Software costs 50% per annum on a straight-line basis
Investments
The value of investments in subsidiary undertakings is stated at historical cost less any provision for impairment. 
Deferred Taxation
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the
balance sheet date, and where these transactions or events result in an obligation to pay more tax, or a right to
pay less tax in the future. Timing differences arise because the Group's taxable profits and its results as stated in
the financial statements are not the same.
Deferred taxation assets are only recognised when the recoverability of those assets can be determined with a
degree of certainty.
Deferred taxation is measured at the average tax rates that are expected to apply in the periods in which the
timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantially
enacted at the balance sheet date. Deferred tax is measured on a non-discounted basis.
Foreign Currencies
Transactions in foreign currencies are translated into sterling at the rates ruling at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the
rates ruling at that date. Translation differences thus arising are dealt with in the profit and loss account.
The financial statements of overseas subsidiary undertakings are translated at the rate of exchange ruling at the balance
sheet date. The exchange differences arising on re-translation of opening net assets is taken directly to reserves.
Notes to the Financial Statements
for the year ended 31 January 2005 Leased Assets
Assets acquired under finance lease arrangements are capitalised and depreciated on a straight-line basis over
the shorter of the term of the lease and the economic life of the relevant asset. The interest element of the rental
obligation is charged to the profit and loss account over the period of the lease in proportion to the balance of the
outstanding obligations. Other leases are treated as operating leases and the rental charges are taken to the profit
and loss account as incurred.
Turnover and Revenue Recognition
Turnover represents fees invoiced net of Value Added Tax, derived from the principal activity of the Group.
Contract revenue is recognised as work is carried out in the period in which a contract is in place. Where
timesheets are not received in time, an estimate is made as to the value of the work done. This is based on the
standard terms of the contracts to which the outstanding timesheets relate. This is then incorporated within
turnover, with the corresponding cost being recognised within cost of sales. Permanent placement fees are
recognised in the period in which the candidate commences in their new employment.
Financial Instruments
The Group's financial instruments comprise: invoice discounting facility, overdrafts, cash and liquid resources,
trade debtors and creditors. Financial assets and liabilities are recorded at historical cost. The main purpose of
these financial instruments is to provide finance for the Group's operations. The Group has taken advantage of the
exemption available in FRS 13 for short-term debtors and creditors.
The Group does not use derivative instruments as a matter of course and specific Board approval is required for
the Group to adopt them. On the basis that the potential benefits do not outweigh the associated costs, the
Group continues to adopt the policy that it does not trade in financial instruments and this has been applied
throughout the financial year. The main risks arising from the Group's financial instruments are interest rate,
liquidity and foreign exchange risk. The Board reviews and agrees policies for managing each of these risks, and
these policies, which have remained unchanged throughout the year, are summarised below:
i) The function of the Group treasury is to reduce or eliminate foreign exchange and financial risk, to ensure
sufficient liquidity is available to meet foreseeable requirements and to invest cash securely and profitably.
ii) The policy followed in managing credit risk minimises exposure with banks and other institutions. Transactions
are authorised only with the Group's bankers and banks with which dealing mandates have been agreed.
iii) The Group uses a mixture of floating rate facilities and fixed rate asset finance agreements to manage the
interest risk on borrowings.
The Group does not undertake any formal hedging activities as the Directors are of the opinion that, as the
quantum of assets and liabilities held in foreign currencies are not sufficiently material, the likely additional
benefits arising would not outweigh the associated costs. Details of the interest rate risk profile of financial
instruments are shown in Note 24.
Employee Share Ownership Plan (ESOP)
The “ESOP” is a separately administered discretionary trust for the benefit of employees, the assets of which
comprise shares in the Company. Consistent with the treatment outlined in UITF Abstract 38 “Accounting for
ESOP trusts”, the material assets, liabilities, income and costs of the ESOP are consolidated within these financial
statements. Until such time as the Company's own shares held by the ESOP trust vest unconditionally in
employees, the consideration paid for the shares is deducted in arriving at shareholders' funds.
Related Party Transactions
The Group has taken advantage of the exception under FRS 8 “Related Party Disclosures” not to disclose
transactions between Group companies.
Pension Costs
Pension costs represent contributions made to defined contribution pension schemes on behalf of certain Directors
and employees of the Group. Contributions are charged to the profit and loss account as they become payable.
28/29 MSB International PLC Annual Report 2005 Notes to the Financial Statements continued
for the year ended 31 January 2005
2. Segmental Analysis
The Group's turnover and profit before taxation for the years ended 31 January 2005 and 31 January 2004 were
generated from one segment, the Group's principal activity, but in different geographical markets as shown below.
Profit Profit
before before
Turnover Turnover taxation taxation Net assets Net assets
2005 2004 2005 2004 2005 2004
£000 £000 £000 £000 £000 £000
Geographical analysis
United Kingdom 78,166 54,352 699 251 10,769 10,656
Rest of Europe 13,606 12,619 121 58 2,526 2,512
Rest of the World 549 326 5 2 340 299
92,321 67,297 825 311 13,635 13,467
Unallocated net (liabilities)/assets (18) 151
Net assets 13,617 13,618
Geographical analysis is based on the country in which the customer is located. It would not be materially
different if based on the country from which the order is made. Unallocated net assets and liabilities consist of
corporation tax, deferred tax and dividends payable. All the net assets and business of the acquired company,
Elite, are based in the United Kingdom.
3. Employees
Employee costs during the year, including Directors' remuneration, were as follows:
2005 2004
£000 £000
Wages and salaries 8,365 6,949
Social security costs 925 716
Pension costs 57 40
9,347 7,705
The average number of people employed during the year was as follows:
Number Number
Sales 140 111
Administration (including Directors) 50 50
190 161
Details of Directors' Remuneration are set out in the Remuneration Report on pages 18-22. 30/31 MSB International PLC Annual Report 2005
4. Cost of Sales, Gross Profit and Administration Expenses
2005 2004
£000 £000
Cost of sales
Continuing operations 77,458 57,121
Acquisition 1,119 -
78,577 57,121
Gross profit
Continuing operations 13,177 10,176
Acquisition 567 -
13,744 10,176
Administration expenses
Continuing operations (including goodwill amortisation of £155,000 (2004: £31,000)) 12,430 10,024
Acquisition (including goodwill amortisation of £42,000) 485 -
12,915 10,024
5. Net Interest (Payable)/Receivable and Similar Charges
2005 2004
£000 £000
Interest payable - on borrowings repayable within one year
Bank (2) -
Invoice discounting (9) -
Other interest - (9)
(11) (9)
Interest receivable
Bank 4 151
Other interest 3 17
7 168
(4) 159  Notes to the Financial Statements continued
for the year ended 31 January 2005
6. Profit on Ordinary Activities before Taxation
2005 2004
£000 £000
Profit on ordinary activities before taxation is stated after charging/(crediting):
Rentals under operating leases:
Rent payable - land and buildings 1,025 758
Other operating leases - plant and machinery 40 68
Depreciation
Owned assets 198 279
Goodwill amortisation 197 31
(Profit)/loss on sale of tangible fixed assets (3) 5
Auditors' remuneration (Group and Company)
Audit services 60 55
Non-audit: tax compliance and advisory fees 42 51
The Company has taken advantage of section 230 of the Companies Act 1985 and consequently has not
presented a profit and loss account for the Company alone. Unless specifically stated the notes to the accounts
refer to the results of the Group. The loss after tax and before dividends of the Company for the year ended 31
January 2005 is £35,000 (2004: £148,000).
7. Taxation on Profit on Ordinary Activities
The taxation charge is made up as follows:
2005 2004
Current taxation £000 £000
United Kingdom Corporation Tax at 30% (2004: 30%) 211 54
Adjustment in respect of prior years (2) 45
Current tax charge 209 99
Deferred taxation
Current year 114 108
Adjustment in respect of prior year - (45)
Deferred tax charge 114 63
Taxation on profit on ordinary activities 323 162
The current tax charge for the year is lower (2004: higher) than the standard rate of 
corporation tax in the UK (30%). The differences are explained below:
2005 2004
£000 £000
Taxation on profits at standard UK corporation tax rate 247 93
Prior year differences (2) 45
Timing differences (111) (108)
Permanent differences 62 21
Losses from overseas subsidiaries 13 44
Other - 4
Current tax charge 209 99 32/33
8. Dividends
2005 2004
£000 £000
Equity - Ordinary
Interim paid 0.7p (2004: 0.7p) per share 137 137
Final proposed 1.8p (2004: 1.4p) per share 351 273
488 410
Dividends for the year amounting to £24,620 (2004: £20,685) in respect of the Company's shares held by the MSB
Incentive Scheme Trust (Note 18) have been deducted in arriving at the aggregate of dividends paid and proposed.
9. Earnings Per Share
Earnings per share (EPS) have been calculated in accordance with Financial Reporting Standard 14, Earnings Per
Share. Earnings and weighted average number of shares used in the calculations are shown below.
2005 2004
Weighted Weighted
average average
no. of no. of
shares in Earnings shares in Earnings
Earnings issue per share Earnings issue per share
£000 000’s (p) £000 000’s (p)
Basic and diluted EPS 502 19,517 2.57 149 19,517 0.76
Shares held by the MSB Incentive Scheme Trust Limited are excluded from the calculation of the weighted
average number of shares in issue during the year. Details of unexercised options are given in Note 17 to the
financial statements.
10. Intangible Fixed Assets
Group Company 
Goodwill Goodwill
£000 £000
Cost
At 1 February 2004 478 478
Additions 1,273 -
At 31 January 2005 1,751 478
Amortisation
At 1 February 2004 31 31
Charge for the year 197 155
At 31 January 2005 228 186
Net book value
At 31 January 2005 1,523 292
At 31 January 2004 447 447
The goodwill addition relates to the acquisition on 27 September 2004 of Elite Computer Staff Ltd, a technology
recruitment business (see note 28). Notes to the Financial Statements continued
for the year ended 31 January 2005
14. Deferred Taxation
Group
Recognised Unrecognised
2005 2004 2005 2004
£000 £000 £000 £000
Depreciation in excess of capital allowance 174 228 - -
Tax effect of losses carried forward - - 188 175
Short-term timing differences 25 85 - -
Total deferred tax asset 199 313 188 175
Company
Recognised Unrecognised
2005 2004 2005 2004
£000 £000 £000 £000
Depreciation in excess of capital allowance 174 228 - -
Short-term timing differences 25 85 - -
Total deferred tax asset 199 313 - -
Deferred tax has been calculated at 30%. The movement in deferred tax relates to amounts charged to the profit
and loss account.
15. Creditors - Amounts falling due within one year
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
Trade creditors 1,492 2,947 1,357 2,947
Other creditors 1,377 685 837 672
Other tax and social security payable 393 332 336 321
Accruals 2,958 2,301 2,388 1,935
Dividend proposed 351 273 351 273
6,571 6,538 5,269 6,148 36/37 MSB International PLC Annual Report 2005
16. Called Up Share Capital
Group & Company
2005 2004
£000 £000
Authorised
27,500,000 ordinary shares of 5p each 1,375 1,375
Allotted, called up and fully paid
20,501,979 (2004:20,501,979) ordinary shares of 5p each 1,025 1,025
There has been no movement in the share capital during the year. The mid-market price of the Company's shares
at the close of business on 31 January 2005 was 63.5p. The Company's shares have traded at a market price
ranging between 63.5p and 98p during the year ended 31 January 2005.
17. Share Options 
Under the terms of the Executive Share Option Plan, the EMI Share Option Scheme and the MSB International
Executive Share Option Scheme 2004, options were outstanding to subscribe for 1,589,580 (2004: 752,580) 5p
ordinary shares. The Executive Share Option Plan has two parts, Part A, which has been approved for income tax
purposes by the Inland Revenue and Part B, which is unapproved for income tax purposes. 
All options are granted at an exercise price, which is not less than the market value of the Company's shares on
the date of grant. During the year options on 963,500 shares were granted and 126,500 options lapsed.
Exercise Date At 31 January 2005
Date granted price per share exercisable Number of shares
23 October 1998 295.00 Oct 01-Oct 08 101,694
12 November 1998 265.00 Nov 01-Nov 08 90,566
14 May 1999 224.00 May 02-May 09 22,320
17 December 1999 259.66 Dec 02-Dec 09 22,500
2 May 2000 111.00 May 03-May 10 50,000
27 November 2000 259.66 Nov 03-Nov 10 79,000
27 July 2001 91.83 Jul 04-Jul 11 25,000
23 March 2002 93.33 Mar 05-Mar 12 10,000
29 January 2004 93.70 Jan 07-Jan 14 225,000
18 May 2004 72.17 May 07-May 14 623,500
28 September 2004 76.20 Sept 07-Sept 14 340,000
1,589,580 Notes to the Financial Statements continued
for the year ended 31 January 2005
18. Employee Benefit Trust (“EBT”)
In accordance with UITF 38 , the cost of shares held by the Employee Benefit Trust for meeting obligations under
the Employee Share Option Scheme is set against reserves. The Employee Benefit Trust held 985,000 5p ordinary
shares in the Company at 31 January 2005 (2004: 985,000). The MSB Incentive Scheme Trust (the “Trust”)
acquired 700,000 of the Company's ordinary shares in the open market during the year ended 31 January 2001
for the purpose of meeting obligations under the Employee Share Option Scheme. The remaining shares held had
been donated at nil cost to the Trust by certain shareholders at flotation. The option scheme does not allow
employees to purchase shares at a discount to the market value of the share at the date on which the options are
granted, therefore no charge to the profit and loss account arises. The costs of funding and administering the
Scheme are charged to the profit and loss account of the Group in the year to which they relate. The market value
of the shares at 31 January 2005 was £625,475. 
19. Reserves
Group Company
Share Profit and Share Profit and
premium loss premium loss
account account account account
£000 £000 £000 £000
Balance at 1 February 2004 1,263 11,330 1,263 12,293
Retained profit/(loss) for the year - 14 - (523)
Exchange movements - (15) - -
Balance at 31 January 2005 1,263 11,329 1,263 11,770
Profit and loss reserve is stated after deducting the cost of own shares held in the Employee Benefit Trust
(£919,000).
20. Operating Lease Commitments
At 31 January 2005 the Group was committed to making the following payments during the next year in respect of
operating leases:
Land and Land and
buildings Other Total buildings Other Total
2005 2005 2005 2004 2004 2004
£000 £000 £000 £000 £000 £000
Leases which expire:
Within one year 226 16 242 168 12 180
Within two to five years 86 24 110 - 91 91
After five years 765 - 765 736 - 736
Total 1,077 40 1,117 904 103 1,007 38/39 MSB International PLC Annual Report 2005
21. Reconciliation of Operating Profit to Cash Inflow from Operating Activities
2005 2004
£000 £000
Operating profit 829 152
Depreciation 198 279
Goodwill amortisation 197 31
(Profit)/loss on disposal of tangible fixed assets (3) 5
(Increase) in debtors (891) (4,548)
(Decrease)/increase in creditors (8) 2,368
Net cash inflow/(outflow) from operating activities 322 (1,713)
22. Reconciliation of Movement in Net Funds
2005 2004
£000 £000
Net cash outflow (2,088) (2,949)
Exchange differences (4) 16
Movement in net funds (2,092) (2,933)
Net funds at 1 February 3,254 6,187
Net funds at 31 January 1,162 3,254
23. Analysis of Net Funds
1 February Cash flow Foreign 31 January
2004 exchange 2005
£000 £000 £000 £000
Cash at bank and in hand 3,254 (2,088) (4) 1,162
Bank overdraft - - - -
Net funds 3,254 ( 2,088) (4) 1,162 Notes to the Financial Statements continued
for the year ended 31 January 2005
24. Borrowings and Financial Instruments
Interest rate risk profile of financial assets and liabilities
Financial assets
The Group has no financial assets, other than cash at bank amounting to £1,162,000 (2004: £3,254,000), which is
made up as follows: Sterling £527,000 (2004: £1,152,000), Euro £460,000 (2004: £732,000), other currency
£175,000 (2004: £120,000) and short-term sterling deposits of £ nil (2004: £1,250,000). Cash at bank earns
interest at a floating rate based on the UK base rate or foreign equivalents appropriate to the country in which the
cash is held.
Financial liabilities
At 31 January 2005, the Group and Company did not have any financial liabilities. The Company and Group do
not use formal hedging methods in respect of their interest rate risk. 
Currency profile
The main functional currencies of the Group are Sterling and the Euro. The following analysis of net monetary
assets and liabilities shows the Group's currency exposures. The amounts shown represent the transactional
exposures that give rise to the net currency gains and losses recognised in the profit and loss account. Such
exposures comprise the monetary assets and monetary liabilities of the Group, which are not denominated in the
functional currency of the operating unit involved.
Net Foreign Monetary Assets
31 January 2005 31 January 2004
Sterling Euro Other Total Sterling Euro Other Total
£000 £000 £000 £000 £000 £000 £000 £000
Functional
currency
Sterling - 1,245 340 1,585 - 3,512 389 3,901
Euro -- -- -- --
- 1,245 340 1,585 - 3,512 389 3,901
Fair values of financial assets and liabilities
The fair value of financial assets and liabilities are equal to their book values.
25. Borrowing Facilities
The Group has undrawn committed floating borrowing facilities, which are renewed annually. The maximum
undrawn facilities available (subject to sufficient qualifying trade debtors) were as follows:
2005 2004
£000 £000
Expiring in one year or less 5,500 1,500
26. Capital Commitments
There were no items of a capital nature which were authorised but not contracted for at 31 January 2005 (2004: Nil).
27. Pensions
The Group operates a defined contribution scheme. The pension charge for the year represents contributions
payable by the Group to the fund and amounted to £57,000 (2004: £40,000). Contributions outstanding at 31
January 2005 amounted to £2,300 (2004: £3,000). 28. Acquisition of Elite Computer Staff Limited
On 27 September 2004 the Group purchased the whole of the issued share capital of Elite Computer Staff Ltd
(“Elite”), a technology recruitment business. Consideration amounted to £1,351,000 plus acquisition costs of £62,000.
Elite has been accounted for under the acquisition method of accounting. The net book value and fair value of the
assets and liabilities of Elite acquired are set out below.
£'000
Tangible fixed assets 35
Debtors 934
Creditors (829)
Net assets acquired 140
Goodwill 1,273
Cash consideration (including acquisition costs) 1,413 
During the year Elite contributed turnover of  £1,686,000 and operating profit of £82,000 to the results of the Group.
In accordance with FRS 6 the results of Elite for the period up to the date of acquisition and the prior year results,
are set out below.
Results 9 months to Year to
27 Sep-04 31 Dec-03
£'000 £'000
Turnover 3,045 5,216
Gross profit 1,283 1,545
Operating profit 122 54
Profit on ordinary activities before taxation 98 28
Taxation (34) (12)
Profit after taxation 64 16
Dividends (29) (108)
Retained profit /(loss) for the period 35 (92)
The impact on the Group cashflow of Elite since acquisition was £508,000 operating cash outflow and a £15,000
outflow in respect of taxation.
40/41 MSB International PLC Annual Report 2005 Five Year Financial Record
for the year ended 31 January 2005
2005 2004 2003 2002 2001
£’000 £’000 £’000 £’000 £’000
Consolidated Profit and Loss Account
Turnover
Continuing operations 90,635 67,294 84,062 145,987 157,760
Acquisition 1,686 -- --
92,321 67,297 84,062 145,987 157,760
Cost of sales (78,577) (57,121) (71,252) (121,698) (130,628)
Gross profit 13,744 10,176 12,810 24,289 27,132
Administration expenses – before exceptional (12,915) (10,024) (12,667) (20,752) (22,740)
Administration expenses – exceptional - - - (1,114) (1,246)
Operating profit
Continuing operations 747 152 143 2,423 3,146
Acquisition 82 -- --
Total operating profit 829 152 143 2,423 3,146
Interest (payable)/receivable and similar charges (4) 159 (534) (562) -
Profit on ordinary activities before taxation 825 311 1 1,889 2,584
Taxation on profit from ordinary activities (323) (162) (32) (646) (1,062)
Profit/(loss) on ordinary activities after taxation 502 149 (31) 1,243 1,522
Dividends (488) (410) (410) (546) (994)
Retained profit/(loss) 14 (261) (441) 697 528
Basic and Diluted Earnings/(loss) Per Share
Earnings/(loss) per share (p) 2.57 0.76 (0.16) 6.4 7.6
Consolidated Balance Sheet
Intangible fixed assets 1,523 447 - - -
Tangible fixed assets 511 320 540 1,111 1,272
2,034 767 540 1,111 1,272
Current assets
Debtors 16,992 16,135 11,588 23,627 34,608
Cash at bank and in hand 1,162 3,254 7,050 3,503 -
18,154 19,389 18,638 27,130 34,608
Creditors: amounts falling due within one year (6,571) (6,538) (5,256) (13,785) (17,174)
Net current assets 11,583 12,851 13,382 13,345 17,434
Total assets less current liabilities 13,617 13,618 13,922 14,456 18,706
Creditors: amounts falling due after more than one year - - - - (5,000)
Provisions for liabilities and charges - - - (47) -
Net assets 13,617 13,618 13,922 14,409 13,706
Capital and reserves
Called up share capital 1,025 1,025 1,025 1,025 1,024
Share premium account 1,263 1,263 1,263 1,263 1,239
Profit and loss account 11,329 11,330 11,634 12,121 11,443
Equity shareholders’ funds 13,617 13,618 13,922 14,409 13,706 Notice is hereby given that the Annual General Meeting of MSB International PLC (“the Company”) will be held at
Hanover Place, 8 Ravensbourne Road, Bromley, Kent, BR1 1HP on Wednesday 18 May 2005 at 10 a.m. for the
following purposes: -
Ordinary Business
1) To receive the Directors' Report and Annual Accounts and the Auditors' Report for the financial year ended
31 January 2005.
2) To declare a final dividend of 1.8 pence per Ordinary Share.
3) To elect Sarah Anderson as a Director.
4) To re-elect Andrew Zielinski as a Director.
5) To reappoint PricewaterhouseCoopers LLP as Auditors of the Company to hold office until the conclusion of the
next general meeting of the Company before which accounts are laid.
6) To authorise the Directors to determine the remuneration of the Auditors.
7) To receive the Directors' Remuneration Report for the year ended 31 January 2005.
Special Business
To consider and, if thought fit, pass the following resolutions, which will be proposed as Ordinary or Special Resolutions
as indicated below:
Ordinary Resolution
8) That the Directors be and are hereby generally and unconditionally authorised and empowered, for the purposes of
section 80 of the Companies Act 1985, to exercise all powers of the Company to allot relevant securities (as
defined in the said section 80) up to an aggregate nominal amount of £341,699 provided that this authority shall
expire on the earlier of 15 months from the date of this resolution and the conclusion of the next Annual General
Meeting of the Company, save that the Company may, before such expiry, make other offers or agreements which
would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant
securities in pursuance of such offers or agreements as if the authority conferred hereby had not expired.
Special Resolution
9) That, subject to the passing of resolution 8 set out in the Notice of this Meeting, the Directors be and are hereby
empowered pursuant to section 95 (1) of the Companies Act 1985 to allot equity securities (within the meaning of
section 94 of the Companies Act 1985) for cash pursuant to the authority conferred by the said resolution 8 as if section
89 (1) of the Companies Act 1985 did not apply to any such allotment provided that this power shall be limited: -
i) to the allotment of equity securities in connection with a rights issue in favour of ordinary shareholders where
the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as
nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or
other arrangements as the Directors may deem necessary or expedient to deal with problems under the laws of
any territory or the requirements of any regulatory body or any stock exchange in any territory or in connection
with fractional entitlements or shares represented by depository receipts or otherwise howsoever); and
ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities but up to an aggregate
nominal value of £51,254 and shall expire on the earlier of 15 months from the date of this resolution and the
conclusion of the next Annual General Meeting of the Company, save that the Company may, before such
expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry
and the Directors may allot equity securities in pursuance of such offers or agreements as if the power
conferred hereby had not expired.
10) That pursuant to Article 9 of the Company's Articles of Association and Section 166 of the Companies Act
1985, the Company be and is hereby generally and unconditionally authorised to make one or more market
purchases (as defined in Section 163(3) of the Companies Act 1985) of its ordinary shares of 5 pence each on
such terms and in such manner as the Directors may determine provided that: -
i) The maximum aggregate number of ordinary shares which may be purchased is 2,000,000 being approximately
10% of the issued share capital of the Company;
Notice of Annual General Meeting 42/43 ii) The minimum price which may be paid for each ordinary share is 5 pence per share (exclusive of
expenses);
iii) The maximum price which may be paid for each ordinary share is not more than 5 per cent above the average
of the middle market quotations for an ordinary share as derived from The London Stock Exchange Daily
Official List for the five business days immediately preceding the day on which the ordinary share is purchased
(exclusive of expenses); and
iv) The authority hereby granted shall expire on the earlier of fifteen months from the date of the resolution or the
conclusion of the Annual General Meeting of the Company to be held in the year 2006 unless renewed before
that time, provided that a contract of purchase may be made before such expiry which will or may be executed
wholly or partly after the expiry of this authority and the purchase of ordinary shares may be made in pursuance
of any such contract as if the authority conferred hereby had not expired.
Notes
1) A member entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more
proxies to attend, and on a poll, to vote in his stead. A proxy need not be a member of the Company.
2) Forms of proxy are provided and to be valid must be lodged with the Company's registrar, Capita IRG Plc, not less
than 48 hours before the time appointed for the holding of the meeting.
3) There will be available for inspection at the registered office of the Company during usual business hours on any
weekday (Saturdays and public holidays excepted) from the date of this notice until the date of the Annual General
Meeting, and at the place of the meeting for 15 minutes prior to and during the meeting:
(a) the register of Directors' interests in shares of the Company kept in accordance with Section 325 of the
Companies Act 1985; and 
(b) copies of the contracts of service between the Directors and the Company or any of its subsidiaries (other than
contracts expiring or determinable by the Company without compensation within one year).
Explanatory Notes
a) Resolution 8
Section 80 of the Companies Act 1985 (“The Act”) requires Shareholders' authority for the Directors to allot that
un-issued share capital of the company or convertible securities other than shares which may be allotted under the
employee share option schemes previously approved by Shareholders. Such authority may be granted for a period
of no more than five years. The existing authority under Section 80, given by Shareholders to the Directors at the
Annual General Meeting held on 18 May 2004 is in respect of un-issued Ordinary shares having a nominal value of
£341,699 representing one third of the nominal amount of the issued share capital at that time, and is due for
renewal at the Annual General Meeting. The Directors consider that this authority should be renewed in respect of
un-issued Ordinary shares. The corresponding figure for this resolution is £341,699.
b) Resolution 9
In the case of a new allotment of shares or convertible securities for cash, section 89 of the Act grants pre emption
rights to existing Shareholders. The London Stock Exchange does not require the consent of Shareholders to each
specific allotment (made other than to existing Shareholders on a proportional basis) provided that the authority of
Shareholders, which may be given under section 95 of the Act, to disapply generally the provisions of section 89, is
obtained. Accordingly, the Directors consider that it is in the best interest of the Company for the existing section
95 authority granted by Shareholders on 18 May 2004 to be renewed for a period expiring at the next Annual
General Meeting or on 17 August 2006, whichever is earlier.  It is proposed that the waiver will be limited by value
to 5% of the issued ordinary share capital and will apply to equity securities having a nominal value of £51,254.
This proposal is consistent with the guidelines approved in October 1987 by the Investment Committees of the
Association of British Insurers and the National Association of Pension Funds. If this approval is granted your
Directors would, in implementing it, have regard to the additional guidelines, which indicate that issues of equity
securities for cash (other than by way of rights) should not, in any rolling three-year period, exceed 7.5% of the
issued ordinary share capital.
Notice of Annual General Meeting continued 44 Designed and produced by effektiv corporate design
t +44 (0)20 7251 7706 / www.effektiv.co.uk
Key Financial Dates
AGM 18 May 2005
Final Dividend 31 May 2005
Interim Results 5 October 2005
Shareholders’ Services
The Company website (www.msb.com) includes a comprehensive ‘Investor Relations’ section to help keep
investors up to date with all the latest information and previous years’ accounts. From the site you can look up
the latest share price, download copies of past interim and annual reports and much more.
Update your Share Registration Details
Visit www.capita-irg.co.uk or write to our Registrars and Transfer Office at the address below.
A Guide to Owning Shares
The London Stock Exchange site has useful information about buying and selling shares on the London Stock
Exchange’s markets, visit www.londonstockexchange.com
Investor Contact
Email investors@msb.com or write to Investor Relations at our Registered Office at the address below.
Registered Office
Hanover Place, 8 Ravensbourne Road,
Bromley, Kent, BR1 1HP
T: 020 8315 9000
Company Registration Number
2293703
Stockbrokers
Collins Stewart Ltd, 9th Floor, 88 Wood Street
London, EC2V 7QR
Auditors
PricewaterhouseCoopers LLP , 1 Embankment Place
London, WC2N 6RH
Bankers
National Westminster Bank Plc, 143 High Street,
Bromley, Kent, BR1 1YZ
Registrars and Transfer Office
Capita IRG Plc
The Registry, 34 Beckenham Road, Beckenham, 
Kent, BR3 4TU
Financial Public Relations
Merlin Financial
Old Change House
128 Queen Victoria Street
London EC4V 4BJ
Directors
Paul Davies Non-executive Chairman and 
Chairman of the Nomination
Committee
Andrew Zielinski Chief Executive Officer
Ian Ketchin Group Finance Director and
Company Secretary
Peter Browne Sales & Marketing Director
Robert Gunlack Non-executive Director and
Chairman of the Audit
Committee
Sarah Anderson Non-executive Director and
Chair of the Remuneration
Committee