St. Andrew’s House
St. Andrew’s Road
Chesterton
Cambridge CB4 1DL
Tel: +44 (0)1223 535 170
Fax: +44 (0)1223 535 167
www.ubisense.net
Location
Innovation
Transformation
Annual Report 2012
Ubisense Group plc Annual Report 2012 Vision
In 2017, Ubisense will be the market leader in location-
based solutions by building the most effective team and 
technology in the world to provide outstanding location 
products and solutions.
The mission is clear:
to be the leading location solutions 
provider delivering real-time  
visibility and control for global  
industrial companies.
Ubisense location solutions offer unparalleled 
scalability to cover complex global operations 
and a level of precision that can detect the 
subtlest nuances in industrial environments 
where objects are constantly on the move.  
With a proven reliability, our solutions are used 
in critical commercial operations and cutting 
edge research programs around the globe.
More on Real-Time Location Systems p06
The world’s largest and most successful 
utility and telecommunications companies 
partner with Ubisense for Geospatial Systems 
that drive efficient and effective operations. 
Ubisense customers lead their industries in 
safety, reliability and customer satisfaction. 
Our solutions helped get them where they 
are and enable them to maintain the highest 
operational standards, every day.
More on Geospatial Systems p10
Real-Time Location Systems Geospatial Systems
Shareholder information
Visit us online
Find out more about our divisions, 
customers and partners.
www.ubisense.net Overview
01
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
Financial highlights
• Group revenue increased by 2.1% to £24.3 million (FY 2011:  
£23.8 million)
• RTLS revenue in the manufacturing sector grew by 57.0%
• Overall RTLS revenues grew by 10.3% 
• Geospatial revenues grew 34.7%, made up of 20.4% organic and 
14.3% inorganic, excluding the impact of a large European telecom 
customer which undertook a restructuring. Overall Geospatial 
revenues reduced by 2.5%
• Improved gross margin of 39.5% (FY 2011: 35.6%) 
• Managed services (including M&S contracts) increased 22.3%  
and represents 25.6% of total revenue (FY 2011: 21.4%) 
• Adjusted EBITDA* of £1.2 million (FY 2011: £1.4 million) 
• Net cash of £2.7 million following increased investment in product suite 
Operational highlights
• Major new strategic RTLS wins with AGCO, Astrium, BAE and 
Hyundai. Over a dozen new installations at customers such as 
Renault, Smart and John Deere
• Extended installations with our existing RTLS customers including Airbus, 
Aston Martin, BMW, Continental, Cummins, Daimler and Eurocopter
• New Geospatial wins with Cogeco, IGC, Sovernet, Cambridge Water, 
SESW, American Electric Power and DREWAG/ENSO
• New strategic partnerships with Daifuku and Geoplan
• Increased R&D spending to develop industry solutions including 
Ubisense’s flagship end-to-end manufacturing solution Smart 
Factory System
• Double Queen’s Award winner for Innovation and International Trade
Overview
Highlights 01
Chairman’s statement 02
Business review
Business overview 04
Products: Real-Time Location Systems  06
Products: Geospatial Systems  10
Chief Executive’s review 14
Financial review 16
Governance
Board of Directors 20
Directors’ report 22
Corporate governance report 28
Directors’ responsibilities statement 31
Financial statements – Group
Independent auditor’s report 32 
Consolidated income statement 33
Consolidated statement of  
comprehensive income 33
Consolidated statement of  
changes in equity 34
Consolidated statement of  
financial position 35 
Consolidated statement of cash flows 36
Notes to the consolidated financial 
statements 37
Financial statements – Company
Independent auditor’s report 63
Company balance sheet 64
Notes to the Company financial statements 65
Shareholder information 
Notice of annual general meeting 68
Advisers 72
£24.3m
Revenue
39.5%
Gross margin
£1.2m
Adjusted EBITDA
Winner
Double Queen’s Award
Highlights
“2012 was a year of significant 
strategic progress for the Group”
for innovation and International Trade
* Measured as operating profit excluding depreciation, amortisation, share-
based payments charge and non-recurring costs such as reorganisation 
costs, AIM listing expenses and acquisition costs
Richard Green
Chief Executive Officer 02
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
The objective was set:
to create the very best  
Location Solutions available.
I am pleased to report Ubisense’s 
results, for the year ended  
31 December 2012. This has been a 
crucial year for the Group, where we 
have seen significant developments 
within both of our operating divisions.
Andy Hopper 
Chairman Overview
03
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
Introduction
I am pleased to report Ubisense’s second full year of results as a 
listed company, for the year ended 31 December 2012. This has 
been a crucial year for the Group, where we have seen significant 
developments within both of our operating divisions.
Overview
Group revenue increased by 2.1% to £24.3 million and we achieved an 
Adjusted EBITDA of £1.2 million. Gross profit increased to £9.6 million, 
representing an improvement in gross margin to 39.5%. The Group 
has a robust balance sheet with Shareholder Funds of £18.9 million, 
including net cash of £2.7 million. 
We have continued the strong momentum this year in both our RTLS and 
Geospatial divisions, through the strengthening of key customer relationships, 
acquisition of new customers, improved market reach and our approach to 
product management. We have ensured that our resources are fully focused 
on delivering products for markets where we add the most value.
Our RTLS division has experienced considerable growth, through 
major new strategic client wins, as the use of location driven 
manufacturing solutions is becoming increasingly widespread 
through many industries. We remain confident that the Company can 
capitalise on the considerable opportunities we see in the high value 
manufacturing sector and this will continue to drive our growth.
In our Geospatial division, we have also delivered excellent progress 
and further market traction. Our Geospatial product offering continues 
to gain acceptance in the telecoms and utilities markets, extending our 
reputation with customers that value reliability and exceptional service. 
Current trading and outlook
In the period since the year end, current trading has been in line with the 
Board’s expectations. Ubisense enters 2013 with increasing momentum 
in the business and we intend to capitalise on the opportunities ahead. 
We will continue to pursue opportunities for growth both organically and 
through acquisitions that align with our strategic objectives, enhance our 
offering and deliver value for our shareholders. 
Although the world economic outlook remains uncertain, our ability to 
provide innovative solutions for major customers in manufacturing markets 
remains strong and we begin 2013 with a robust order book and pipeline.
Awards
The Group has again received a number of awards during the year, 
including two prestigious Queen’s Awards for the first time for its 
outstanding and sustained achievement in developing innovative 
products and solutions, and applying them to create significant 
international commercial success.
Conclusion
On behalf of the Board, I would like to thank our customers, partners and 
employees for their support in making 2012 such a strong year for the 
Ubisense Group. I look ahead with confidence for the 2013 financial year.
Andy Hopper
Chairman
18th March 2013
2
Prestigious Awards
Ubisense management team 
accepting the Queen’s Awards 
from The Lord Lieutenant of 
Cambridgeshire, Hugh Duberly cbe Chairman’s statement
We will continue to pursue opportunities  
for growth both organically and through  
acquisitions that align with our 
strategic objectives 04
The result is unprecedented: 
location driven solutions providing 
a new level of visibility and control 
over assets and processes.
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012 Business review
05
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
Business overview
Ubisense focuses on global industrial 
companies in manufacturing, utilities 
and telecommunications.
Ubisense offers two location driven product lines: 
Ubisense location solutions provide significant efficiency and quality 
benefits for our 500 customers world-wide by providing unprecedented 
visibility and control over their assets and processes.
Ubisense RTLS based solutions are used by manufacturing 
customers to continuously identify, locate, track and control assets 
throughout their facilities both inside and outside of buildings. Our 
Geospatial solutions are used by the world’s most successful 
telecommunications and utility companies to drive efficient and 
effective operations based on their network assets. Ubisense 
customers include: BMW, Duke Energy, Aston Martin, Caterpillar, 
Airbus, Daimler, Hyundai, AGCO and Cox Communications.
Ubisense is headquartered in Cambridge, UK, with offices in the USA, 
Canada, France and Germany.
RTLS (Real-Time  
Location Systems) 
Geospatial Systems
Ubisense Business Model
Automotive Manufacturing
Discrete Manufacturing Telecoms
Increased software content
Geospatial managed services
Utilities
Intellectual
Property
Large blue chip customers with long-term order book
Systems implementation
Managed services
Global
Reach
Strong Technical
Competencies
New product introduction
Smart Factory System Mission 
Our mission is to improve production processes by leveraging location to 
provide real-time, highly accurate visibility and control. 
Vision 
Our vision is to be the market leader in real-time location-based lean 
management for the global manufacturing industry. We will do this by 
building the most effective team in the world to provide outstanding 
products and solutions.
Real-Time Location Systems
Products
The solutions are unique: 
our RTLS delivers the absolute 
best in accuracy and reliability.
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
06 Business review
07
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
Manufacturing organisations are always looking for ways 
to improve their production processes, reduce costs and 
improve quality.
The current industry focus is on developing true “Lean 
Manufacturing” processes. By tracking the precise 
location of a production tool and the product it is 
supposed to be working on, Ubisense dramatically 
reduces the error rates that result from the wrong tool 
(eg an industrial nut tightener) being used on the wrong 
product (eg a MINI Cooper at BMW’s plant in Oxford). 
In a similar vein, by tracking a car as it comes down the 
production line, the same tools can be pre-programmed for 
the particular vehicle before they reach a station, eliminating 
the need to manually scan the car to identify it. This can save 
as much as 6 seconds per tool operation and with up to 150 
tools being used to assemble 1,000 cars per day delivers 
huge productivity benefits and a very rapid payback.
The Ubisense Smart Factory System achieves this 
feat by using “active” tags that emit a radio signal 
which is located to an accuracy of 30 cm by sensors 
installed in the factory. The tags can be mounted on 
any manufacturing asset and therefore the system is 
able to identify, locate, track and control the movement 
of production material, orders, work in progress and 
operating equipment in real-time. It is designed to be 
integrated with existing ERP, MES, shop floor and other 
identification, control and monitoring systems. 
The software is organised into modules which may be 
combined flexibly to address all areas of the factory 
operation including inbound logistics, material handling, 
tool and equipment management, assembly control, 
inspection & rework, yard management and process 
improvement. The system may be introduced into one 
specific area and expanded step-by-step to address an 
increasing number of process improvement requirements.
The products are designed and built in the UK and the 
revenues derived from sales of products and services 
into the manufacturing sector are projected to grow 
significantly over the next few years since the adoption 
of the products has only occurred so far in a few of the 
thousands of manufacturing plants around the world.
A new initiative for lean 
manufacturing
• Measurable cost 
reduction 
Tasks which do not add 
value are eliminated
Ubisense Smart Factory System 
Products
Real-Time Location Systems
Benefits for manufacturers
• Reliable quality control
 Critical processes are 
driven by real-time 
accurate data
• Continuous improvement
 Movement and interactions 
of assets are completely 
visualised and documented
• Sustainable process 
reliability
 Wireless tools and devices are 
controlled using their location 08
The benefits are transformational: 
revolutionising the management  
of assets and processes, fixed  
or mobile.
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012 Business review
The BMW/Brilliance Challenge
When BMW and Brilliance were building a new plant in 
Tiexi, China, they were looking for a flexible identification 
and tracking system that would identify vehicles at key 
workstations where parts and/or operations vary due to a 
vehicle’s specific options. The tracking system was to be 
installed along the assembly line and in the vehicle finishing 
area. One key requirement was that the solution must be easy 
to extend if production volume increases.
Ubisense Solution: Smart Factory System
Installed area: 12 line segments | Sensors: 150 | Tags: 450 | 
In production since: 2011
By precisely tracking Ubisense RTLS tags on vehicles, the 
Ubisense Smart Factory System provides BMW with real-time 
information to efficiently manage vehicle variability through: 
• Enabled a reliable VIN identification process in the 
production line, preventing line stoppages due to manual 
identification errors; and
• Control of automated robots, ensuring the correct parts  
are selected for the VIN in the station.
Benefits Realised
Using Ubisense RTLS technology as an identification and 
tracking system has:
• Enables a reliable VIN identification process in the 
production process, preventing line stoppages due to 
manual identification; and
• Reduced effort and complexity to modify trigger points 
through software-based configuration.
Due to the success and accuracy of the tracking system, it is 
now being enhanced to be used as a full tool control solution 
with 300 additional sensors being added. 
Business review
BMW/Brilliance – Tiexi, China
09
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
Products – Case study
Real-Time Location Systems The solutions are unique: 
Ubisense products help our 
customers realise the full potential of 
their assets and enterprise networks.
Mission 
Our mission is to bring focussed geospatial solutions to the utility and 
telecoms market which will transform the way our customers work and 
enable them to meet the challenges brought by the roll out of the smart  
grid, renewable technologies, 4G and Fibre To The Home (FTTH). 
Vision 
Our vision is to be the market leader for the next generation of geospatial 
products that allow our customers to leverage their investment in 
enterprise data, supporting the planning, design, visualisation and 
management of their networks and assets. We will do this by investing 
in new products and building the most trusted and effective team in the 
world in this field. We will move GIS from the engineering departments to 
the heart of the business, providing decision support for the enterprise.
Geospatial Systems
Products
10
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012 Business review
11
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
Ubisense’s geospatial customers have historically 
purchased GE Smallworld software products, and 
engaged Ubisense’s teams of software consultants to 
implement, extend and manage their systems. Ubisense’s 
core strength derives from the intimate knowledge 
of its customers, their businesses and key enterprise 
technologies that our staff has built up through  
successful project delivery. 
Major changes in regulation such as the requirement to 
install smart meters, in demographics (the individuals 
within customers are retiring to make way for a younger 
generation) and in technology such as cloud computing, 
4G and FTTH are creating dramatic new opportunities for 
the company to offer its own products rather than purely 
integrating third party products. As a result the company 
has developed a new suite of products, including:
myWorld, An intuitive and powerful product, delivering 
spatial information to desktop and mobile users 
throughout your enterprise. Smallworld data, work 
orders, customer information – anything from your 
enterprise systems – is presented in a simple Google 
Maps style view that is easy for everyone to understand 
and use, providing decision support at the heart  
of operations.
VeroTrack, which takes the paperwork out of field 
work by tracking and mapping gas leaks using digital 
mapping GIS data in the field. By using state-of 
the-art GPS technology, it simplifies gas leak survey 
documentation and works with major gas detectors to 
automatically capture gas concentrations during surveys.
netSolutions, an integrated range of products for 
telecoms operators, enabling service assignment, 
capacity management, wireless engineering and fibre 
planning. This product suite already forms a key part of 
the solutions for over forty operators around the world. 
The FTTH netPlanning tool underpins the rollout of ultra-
high bandwidth next generation network. 
Our solutions take advantage of the dramatic technology 
changes that are already underway in the consumer 
market including cloud technology, smart devices and the 
web mapping products supplied by Google and others. 
Visibility of Key 
Resources
Right Data 
Where you need it
Planning/Engineering 
Automation
On-Time
Service Delivery
STREAMLINED
DEPLOyMENT
The right solutions, when you 
need them, where you need them.
Ubisense geospatial solutions provide:
Products
Geospatial Systems The benefits are transformational: 
streamlined processes, support  
for new technologies, reduced  
costs and a greatly improved  
return on investment.
12
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012 Business review
Third largest Multiple System Operator (MSO) in the 
United States. Approximately 6 million cable TV, internet, 
and phone subscribers.
The Cox Communications Challenge
Cox Communications use Ubisense netSolutions 
products to plan, operate and document their telecoms 
network. Telecoms networks are evolving rapidly, and 
Cox’s geospatial solutions form a key part of their ability 
to react, change and deliver service. 
Ubisense Managed Services
Ubisense began working with Cox Communications in 
2005 on multiple projects, including their geospatial 
network management upgrade. The Ubisense team’s 
expertise ensures that Cox’s system performance and 
reliability meets operational metrics and that its features 
and capabilities evolve and improve with the ever-
changing needs of the business.
Benefits Realised
Ubisense works with Cox using agile methodologies 
providing regular updates and interactions to the Cox 
team who are involved in every step of the entire process, 
providing feedback which ultimately delivers the best 
results to the system users.
This results in more focused system development, with 
streamlined processes, and a greatly improved return 
on the investment and reduced network management 
costs. The partnership continues into its eighth year with 
Ubisense providing consulting, application development, 
user support and administration support services to the 
Cox team.
Cox Communications
13
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
Products – Case study
Geospatial Systems
Business review The performance in 2012  
was positive: 
we are now installed in 8 out of  
the top 15 auto manufacturers.
14
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
Ubisense performed well over the 
year through challenging economic 
conditions, delivering growth in 
revenue and gross margin and 
increasing investment in our 
product offerings.
Richard Green 
Chief Executive Officer Business review
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
15
This was reflected in the growing awareness and 
deployment of our leading location solutions to an 
increasing number of top tier automotive manufacturers 
providing good momentum on our growth strategy.
Our value proposition is one of our main growth drivers 
as customers are seeing clear returns on investment from 
increased operational efficiencies leading to reduced 
operating costs in their manufacturing operations.
Customer Momentum
The market opportunity for Ubisense is ever present. Within 
RTLS, we have continued to grow the business by extending 
the model in our priority G7 markets, with a particular 
focus on high value manufacturing where we delivered 
year-on-year growth in revenues of 57.0%. Our strategy in 
manufacturing has been to enter the customer with a single 
application and then extend the range of applications as they 
increasingly look for an end-to-end location solution.
We have now been installed in 8 out of the top 15 auto 
manufacturers and we continue to penetrate the global 
automotive market with new pilot installations at more 
plants in North America, Europe and further adoptions in 
South Korea.
During the year, we saw new RTLS contracts including major  
strategic wins at AGCO, Astrium, BAE and Hyundai. In addition 
we established over a dozen new installations at customers 
such as Renault, Smart and John Deere and extended our 
installations at existing customers including Airbus, Aston 
Martin, BMW, Continental, Cummins, Daimler and Eurocopter.
In the Geospatial division we are pleased to report new 
customer wins with Cogeco, IGC, Sovernet, Cambridge 
Water, SESW, American Electric Power and DREWAG/ENSO.
New contract wins and managed services contract 
renewals with major telecoms and utility companies 
including Exelon, HLBG and Swisscom have continued 
to build on the growth of the Geospatial division and 
are consistent with our plans for organic growth in both 
established and emerging markets.
Acquisitions
The successful acquisitions of Realworld OO Systems Ltd 
and Integrated Mapping Solutions Inc in 2011 contributed 
£2.1 million to revenues in 2012. These businesses are 
now fully integrated into our existing business and have 
consolidated and extended our customer base. Research 
and development and marketing activities have been 
repatriated and consolidated back into the UK, giving rise 
to a reorganisation cost of £0.4 million.
Strategic Partnerships
Substantial progress was achieved with our strategic partner 
Atlas Copco, now with more than 40 installations deployed. 
We have also entered into new partnerships with the Daifuku 
Corporation and Geoplan in Japan that are helping with 
deployment of our RTLS products into the Asian market.
Our partnership with industrial automation experts, ATS 
Global, also saw significant progress with a maiden 
installation with the UK’s largest manufacturer. This 
complementary partnership enables Ubisense to leverage 
ATS Global’s unrivalled expertise in Manufacturing 
Execution Systems (MES) whilst helping ATS ‘location 
enable’ its solutions to afford manufacturing customers  
a more compelling combined offering.
We remain committed to developing strong partnerships 
that deliver differentiated value propositions which are 
beneficial for both our customers and our partners.
Products
We have continued to invest in research and development 
in both divisions resulting in a consolidation of current 
products into more market focused application suites such 
as our flagship, end-to-end manufacturing solution, the 
Smart Factory System and our netSolutions product for the 
telecommunications market. Feedback has continued to be 
very positive and we look forward to introducing these new 
application suites in 2013 and extending our order book.
Conclusion
By working in close co-operation with our customers we 
have established a strong platform for growth and are in a 
good position to build on our successes. We look forward 
to the future with confidence.
Richard Green
Chief Executive Officer
18th March 2013
Chief Executive’s review
We remain committed to developing 
strong partnerships that deliver 
differentiated value propositions.
Strategic Partners 16
The results are encouraging: 
revenue and margins  
both increased.
16
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
Ubisense enters 2013 with increasing 
momentum in the business. We are 
well placed for growth.
Gordon Campbell
Chief Financial Officer Business review
17
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
Revenue and Gross Margin
In the year ended 31 December 2012, the Group generated revenue of 
£24.3 million (2011: £23.8 million). 
Gross Profit increased to £9.6 million (2011: £8.5 million), representing 
an improvement in Gross Margin to 39.5% (2011: 35.6%). 
RTLS
RTLS’s revenues increased by 10.3% to £9.5 million (2011: £8.7 million). 
The gross margins on RTLS revenue improved to 57.3% (2011: 53.6%) 
as a result of a higher proportion of proprietary hardware and software 
revenue within the mix.
Adjusted EBITDA was up significantly at £1.5 million (2011: £0.7 million). 
The RTLS division continued to invest in the Atlas Copco relationship 
who importantly accelerated the support of their pilot programme, which 
is now running across many organisations including five of the largest 
car manufacturers in the world. Headcount increases in our sales and 
delivery teams, as well as our R&D team to expand our range of RTLS 
applications, resulted in headcount averaging 70 for the year (2011: 60).
Geospatial
Geospatial revenues reduced by 2.5% to £14.8 million (2011:  
£15.1 million). However, the underlying business grew by 34.7%, made 
up of 20.4% organic and 14.3% inorganic. This excludes the impact of 
a large European telecom customer which undertook a restructuring 
throughout the year resulting in a drop in revenues of £3.6 million  
from a peak in 2011 – we believe that business with this customer  
has returned to more consistent levels now. The 2011 acquisitions  
in Geospatial performed in line with expectations with revenues of  
£2.1 million up from £0.7 million in the prior year.
Gross margins improved to 28.0% (2011: 25.4%) as a result of some 
higher margin product sales and a reduction in the number of 
contractors being used in the business.
Adjusted EBITDA was stable at £3.0 million (2011: £3.1 million) with  
the increased gross profit being offset by increased R&D and pre-
sales expense. Total Geospatial headcount averaged 94 for the year  
(2011: 64), 24 of this increase being a result of adding the staff from the  
two acquisitions.
Central
Central corporate costs were £3.4 million (2011: £2.4 million). The 
underlying increase in central corporate costs was due to an increase 
in headcount averaging at 20 for the year (2011: 14), marketing, foreign 
exchange losses and costs relating to being a listed company for a full 
year compared to six months only in 2011 following the IPO in June 2011.
Group operating profit and profit after tax
Adjusted EBITDA for the Group was £1.2 million (2011: £1.4 million). The 
operating loss for the year was £0.8 million (2011: profit of £0.3 million) 
including amortisation and depreciation charges of £1.4 million  
(2011: £0.8 million) and non-recurring reorganisation costs of £0.4 million  
(2011: non-recurring listing and acquisition costs of £0.4 million). 
Financial Review
£3.2 million
Investment in R&D
+ 10.3%
RTLS revenue growth
+34.7%
Underlying Geospatial 
revenue growth
The Group has a robust balance sheet 
with Shareholder Funds of £18.9 million 
including net cash of £2.7 million and 
no outstanding debt. Amortisation on acquired intangibles of £0.3 million (2011: £0.1 million) 
increased as a result of there being a full year charge in 2012 on the 
intangibles from the acquisitions in the second half of 2011. Amortisation 
of other intangibles of £1.0 million (2011: £0.5 million) was higher as 
development costs capitalised increased. Total R&D spend before 
capitalisation and amortisation was £3.2 million (2011: £2.2 million).
Net interest receivable for the period was £38,000 (2011: £148,000 
expense) with interest expense being virtually eliminated following the 
conversion of the Convertible Loans and repayment of the bank loan  
at the time of the IPO in June 2011. 
Reported loss before tax was £0.7 million (2011: £0.1 million profit). 
The Group has a net tax credit of £90,000, almost entirely comprising of 
a cash R&D tax credit of £203,000 partially offset by non-cash deferred 
tax on capitalised development costs and acquired intangible assets. 
Earnings per share and dividend
Adjusted diluted earnings per share was 0.5 pence (2011: 2.7 pence). 
Reported basic and diluted loss per share was 2.8 pence (2011: 
earnings of 0.2 pence).
The Board do not feel it appropriate at this time to pay a dividend. The 
cash held on the balance sheet will be used to fund growth, R&D and 
potential acquisitions in line with the strategy set out when listing on 
AIM in June 2011.
Balance sheet and cash
The Group has a robust balance sheet with Shareholder Funds at  
31 December 2012 of £18.9 million (2011: £19.2 million), including net cash 
of £2.7 million (2011: £6.0 million) and no outstanding debt. In November 
2012, the Group negotiated a £2 million bank facility to provide additional 
future working capital capacity – this facility has yet to be drawn down.
The main components to the cash movements in 2012 include a 
reduced cash outflow from operating activities of £0.8 million (2011: 
£2.3 million outflow), capital investment in product development 
and plant and equipment of £2.3 million (2011: £1.4 million) and 
consideration paid of £0.4 million (2011: £1.6 million) in respect of  
the Realworld acquisition made in October 2011.
Capital structure
The issued share capital at 31 December 2012 was 21,919,744 
(December 2011: 21,657,698) ordinary shares of £0.02 each. The 
increase of 262,046 shares related to 154,937 employee share option 
exercises and 107 ,109 warrant exercises. The total number of unexercised 
share options at 31 December 2012 was 2,057,720. There are no 
unexercised warrants at 31 December 2012. The issued share  
capital at 18 March 2013 is 21,925,786 shares.
Current trading and outlook
Ubisense enters 2013 with increasing momentum. We are well  
placed for growth in 2013, with the Geospatial acquisitions now fully 
integrated into our business and increased penetration of RTLS in  
the manufacturing sector.
Gordon Campbell
Chief Financial Officer
18th March 2013
Financial Review continued
18
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
£2.7 million
Cash
Our partners location system products Business review
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31 December 2012
19
The outlook is exciting: 
Ubisense enters 2013 with  
increasing momentum. 20
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Andy is one of the foremost leaders in the technology 
industry having co-founded twelve successful companies, 
including Acorn Computers Limited acquired by Olivetti; 
Virata, Inc. listed on NASDAQ; Adaptive Broadband 
Limited, acquired by California Microwave, Inc., Cambridge 
Broadband Limited, Level 5 Networks Limited and RealVNC 
Limited. Andy is Professor of Computer Technology at 
the University of Cambridge and is currently Head of the 
University of Cambridge Computer Laboratory and a 
member of the University’s Council. Andy has worked on 
location systems for over 20 years. He was elected as a 
Fellow of the Royal Society in 2006 and the Royal Academy 
of Engineering in 1996. Andy was made a CBE in 2007 for 
services to the computer industry.
Richard initially trained as a mechanical engineer and 
has over twenty-five years of experience in the software 
industry. Having established Smallworld as one of the 
leading geographic information system companies serving 
utility and telecoms companies in Europe and the US, the 
company subsequently listed on NASDAQ in 1996 and 
was acquired by GE in 2000 for $214 million. Richard was 
Ernst & Young UK’s Science and Technology Entrepreneur 
of the Year in 2010. Richard is a Fellow of the Institute 
of Mechanical Engineers and sits on the Institute of 
Mechanical Engineers Manufacturing Industries Board.
He is also Entrepreneur in Residence at Judge Business 
School, Cambridge and a Fellow of the Royal Society of Arts.
Board of Directors
Gordon is a Fellow of the Institute of Chartered Accountants 
in England & Wales. After qualifying with Deloitte in 1995 he 
moved into the technology industry with Smallworld, where 
he was part of the team involved in the NASDAQ listing. 
After leaving Smallworld in 2000 he joined UbiNetics, a 
3G telecoms technology company and spin out from PA 
Consulting, where he was involved in private fundraisings 
of £65 million. Gordon joined Ten Sails LLP in 2004 which 
merged into Ubisense in 2005 and he became CFO in 
2009 and joined the board in 2010. He has an M.A. in 
Engineering from the University of Cambridge. Gordon  
was included in the Hot 20 FDs in TMT in 2012.
Peter has held a number of senior international sales 
and marketing roles in the IT industry. These included 
Regional Director, Intel Corporation and Vice President 
Europe, Cadence Design Systems. In 1995, he joined 
Sun Microsystems where he was responsible for the 
development of the company’s European Corporate 
Accounts programme. More latterly, he became Director of 
Services Sales – EMEA with a charter to develop new areas 
of business, including professional services. Peter retired 
from Sun Microsystems in December 2005. Most recently 
he was Non-executive Chairman of Aspex Semiconductors 
Limited, sold to Ericsson AB in July 2012. Currently, Peter 
is a non-executive director of Brady plc, CRFS Limited, and 
Chairman of eoSemi Limited. Peter is also an adviser to 
Cambridge IP Limited.
Professor Andrew  
Hopper CBE
Non-executive Chairman
Gordon Campbell
Chief Financial 
Officer
Richard Green
Chief Executive 
Officer
Peter Harverson
Non-executive 
Director
Age: 59
Date of Board appointment:
November 2005
Committees:
Age: 45
Date of Board appointment:
September 2010
Age: 54
Date of Board appointment:
November 2005
Age: 66
Date of Board appointment:
November 2005
Committees:
Board Committee Membership
A – Audit Committee        R – Remuneration Committee        N – Nominations Committee
R – (Chair)  N
A – (Observer)  R – (Observer)  N Governance
21
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Age: 42
Date of Board appointment:
December 2008
Committees:
Age: 53
Date of Board appointment:
December 2005
Committees:
Age: 70
Date of Board appointment:
December 2005
Committees:
Age: 48
Date of Board appointment:
February 2011
Committees:
Keith has more than twenty years senior management 
experience in both small and medium sized entrepreneurial 
and extensive multinational companies. Keith was 
appointed Managing Director of CLPL in 1996 and, 
after leading the successful acquisition of UltraVision 
International in 2003, Keith was appointed as President 
and CEO of the UltraVision CLPL group. The combined 
group is one of the largest independent manufacturers 
and suppliers of contact lenses in Europe. Prior to his 
involvement in the contact lens world, Keith was an 
investment banker at S.G. Warburg, Kleinwort Benson 
and Daiwa Europe. Keith is an active investor in other 
technology start-up companies. Keith accepted the 
Queen’s Award for Enterprise: Innovation 2006 and 2010  
on behalf of UltraVision CLPL.
Dick has spent over 35 years in the software industry in 
Computer aided design (CAD) and Geographic Information 
Systems (GIS). He co-founded his first company, 
Cambridge Interactive Systems Limited (CIS) in 1977. 
CIS was part of what became known as “The Cambridge 
Phenomenon”. Dick was a co-founder of Smallworld in 
1988. Dick was Chairman of both CIS and Smallworld. He 
was the original project manager of PDMS, a core product 
of AVEVA Group plc and is also a Non-executive Director  
of UltraVision CLPL.
An active angel investor and mentor to start-ups, 
Robert is founder of the Cambridge Angels, a group of 
seasoned technology and bio-technology entrepreneurs 
who invest in and mentor technology start-ups in the 
Cambridge area. Previously, Robert was co-founder, 
CTO and Director of FORE Systems, Inc, a leading 
provider of networking equipment. FORE was listed on 
NASDAQ in 1994 and subsequently acquired by Marconi 
for $4.5 billion in 1999. Additionally, Robert served as 
the Chief Technology Officer at Marconi in 1999. Robert 
is a member of the board of Directors of Cambridge 
Communications Systems Limited, CRFS Limited and 
Netronome Systems, Inc. He was elected as a Fellow of 
the Royal Academy of Engineering in 2010.
Paul is a Fellow of the Association of Chartered Certified 
Accountants. Paul joined AVEVA Group Plc in 1989 and 
was heavily involved in the flotation process and was 
responsible for UK accounting and for the development 
of AVEVA’s overseas subsidiaries including adherence to 
group standards. Between 1998 and 2001, Paul was also 
UK Director of Human Resources and was appointed to 
the position of Finance Director and Company Secretary 
of AVEVA Group plc on 1st March 2001. Before joining 
AVEVA, Paul trained within the accountancy profession 
before moving to Philips Telecommunications (UK) where 
he was responsible for the management accounts of its 
Public Sectors division. Paul was a recipient of the FTSE250 
Finance Director of the Year award and is also a Non-
executive Director of Anite plc, Escher Group Holdings plc 
and, from 1st April 2012, Digital Barriers plc.
J Keith Lomas
Non-executive 
Director
Dr Robert Sansom
Non-executive 
Director
Dr Richard Newell
Non-executive 
Director
Paul Taylor
Non-executive 
Director
R  N – (Chair) A – (Chair)  R
A  N A  R 22
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
The Directors present their annual report on the affairs of the Group together with the audited financial statements for the 
year to 31st December 2012. 
Principal activities and future developments 
Ubisense is a world leader in providing end to end (hardware, software and services) real-time location solutions to 
companies allowing them to track people and assets with a high degree of accuracy. The Group operates in two divisions: 
Real-Time Location Systems (“RTLS”) and Geospatial.
The RTLS division targets high-value manufacturing businesses that use Ubisense’s proprietary technology to track assets, 
such as tools, people and vehicles, in factories and other indoor environments with accuracy that satellite-based systems 
cannot currently achieve. Ubisense’s ultra-wideband (“UWB”) based RTLS is currently one of the few systems that delivers 
both reliable accuracy and the ability to track resources in three dimensions in real time.
The Geospatial division uses Ubisense’s expertise in location solutions to deliver applications, software and other solutions 
primarily in the utilities and telecom sectors. The Geospatial division focuses on the detailed mapping of network assets 
and provides, on behalf of its customers, network management planning and design, and has particular expertise in GE 
Smallworld software and solutions.
Further future developments are addressed in the Chairman’s Review, Chief Executive Officers’ Review and Financial 
Review on pages 2 to 18.
Review of business
Revenue for the Group was £24.3m (2011: £23.8m). The Group’s loss after tax was £0.64 million (2011: profit of  
£0.03 million). Further analysis of the year’s results, as well as the outlook for the coming year, is set out in the Chairman’s 
Review, Chief Executive Officers’ Review and Financial Review on pages 2 to 18.
Key performance indicators
The primary financial key performance indicator for the Group is adjusted EBITDA, on which it reports monthly. Adjusted 
EBITDA for the year was £1.2 million (2011: £1.4 million). The Group also monitors the order pipeline and cash balances.  
At the close of the year the outstanding orders totalled 47% of annual sales (2011: 50%). The closing net cash balance for 
the Group was £2.7 million (2011: £6.0 million). Having regularly reviewed the KPIs in respect of changes within periods and 
changes between reporting periods the Directors believe that the Group has made satisfactory progress against the KPIs, 
especially the order pipeline, compared to budget.
Financial instruments
Information on both the Group’s financial risk management objectives and the Group’s policies on exposure to relevant 
risks in respect of financial instruments are set out in note 27 of the consolidated financial statements.
Principal risks and uncertainties
The Group faces competitive and strategic risks that are inherent in a rapidly growing emerging market. The Board of the 
Company and the Global Management Team review future strategy and risks to the business regularly. Where possible, 
processes are in place to monitor and mitigate the identified risks.   
Financial and trading risks are discussed in Note 27 of the consolidated financial statements. The key business risks 
affecting the Group are set out below:
Technological risks
The Group operates in an industry where competitive advantage is heavily dependent on technology. It is possible that 
technological development may reduce the importance of the Group’s function in the market or render the patents on which 
it relies redundant. For instance, the Group’s real time location systems rely on ultra-wideband radio signals to operate. There 
is no guarantee that technological advances will not render systems based on ultra-wideband radio obsolete. The Group’s 
existing reference designs may become obsolete or may be superseded by new technologies or changes in customer 
requirements. The technology used in the Group’s products is still evolving and is highly complex and may change rapidly. 
In order to mitigate this risk, Ubisense invests in a range of research and development activities to maintain its competitive 
advantage and participates in industry and research forums in order to keep abreast of technological advances.
Directors’ report Governance
23
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Reliance on third parties, including manufacturers
The Group relies on third party equipment manufacturers in the completion of its products and, therefore, does not 
always have complete control over the equipment and materials it requires to comply with its obligations under customer 
contracts. To the extent that the Group cannot acquire equipment or materials according to its plans and budgets, its ability 
to complete its work for its customers within the timetable laid down by the contract or at a profit may be impaired. If a 
manufacturer is unable to deliver the products for any reason, the Group may be required to purchase such equipment or 
materials from another source at a higher price. The resulting additional costs may be substantial and the Group may be in 
breach of its contracts with customers, which may result in a financial loss on a particular contract or a loss of business. In 
addition, any resulting failure to fulfil contracts with customers and other business partners may have an adverse effect on 
the Group’s future profitability and reputation. One key supplier supplies more than 75% of the RTLS components required 
annually by the Group.
In order to mitigate this risk, the Group closely manages and reviews its relationship with key suppliers on a regular basis.
Dependence on key customers
The Group is dependent on a number of key contracts and customer relationships for its current and future growth  
and development. In the financial year to 31st December 2012 the Group’s ten largest customers accounted for 67%  
of the Group’s revenue (2011: 68%). The loss of a major customer could result in a decrease in Group revenues, margins 
and profitability.
In order to mitigate this risk, the Group has extensive sales and account management processes and procedures.
Staff recruitment and retention
The contribution made by Ubisense’s highly skilled and experienced staff is vital to the Group’s success. As the Group 
grows, it is important to recruit and retain staff.
The Group has in place appropriate incentivisation structures to attract and retain the calibre of employees necessary to 
ensure the efficient management and development of the Group. 
Growth management and acquisitions
The Directors believe that further expansion, either organic or via acquisition, will be required in the future to capitalise on 
the anticipated increase in demand for the Group’s systems. The Group’s future success will depend, in part, on its ability 
to manage this anticipated expansion. Such expansion is expected to place demands on management, support functions, 
accounting, sales and marketing and other resources. If the Group is unable to manage its expansion effectively, its 
business and financial results could suffer.
In order to mitigate this risk, the Group undertakes extensive due diligence on acquisition targets and uses dedicated 
project teams to integrate acquisitions into the Group.
Dividends
The Directors do not recommend payment of a dividend for the year (2011: £nil).
Incorporation and constitution
Ubisense Group plc is domiciled in England and incorporated in England and Wales under Company Number 05589712. 
Ubisense Group plc’s Articles of Association are available on the Group’s website at www.ubisense.net.
Capital structure
The Company has one class of ordinary share of two pence each which carries no right to fixed income. Each share 
carries the right to one vote at general meetings of the Company.
Details of the share capital of the Company, including shares issued during the year, can be found in Note 21 of the 
consolidated financial statements.  24
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Substantial shareholdings
On 1st March 2013, the Company had been notified of the following significant interests in its ordinary share capital:
Total holding 
Number
% of issued  
share capital
Robert Sansom 2,493,676 11.37%
Fidelity Investments Limited 1,344,322 6.13%
Richard Green 1,543,011 7.04%
Ruffer LLP 1,108,615 5.06%
David Theriault 892,000 4.07%
Amati Global Investors Limited 750,691 3.42%
Newton Investment Management Limited 758,654 3.46%
Directors
The Directors, who served throughout the year except as noted, were as follows:
G M Campbell 
R T Green 
P G Harverson 
Prof A Hopper 
J K Lomas 
R G Newell 
R Sansom 
P Taylor   
Directors’ interests – shares
Directors’ interests in the ordinary shares of Ubisense Group plc at 31st December 2012 and 31st December 2011  
were as follows:
2012 
Number
2011 
Number
Gordon Campbell 87,987 87,987
Richard Green 1,543,011 1,543,011
Peter Harverson 65,161 65,161
Andrew Hopper 225,000 225,000
J Keith Lomas 47,712 47,712
Richard Newell 643,354 643,354
Robert Sansom 2,493,676 2,493,676
Total 5,105,901 5,105,901
There has been no change in the interests set out above between 31st December 2012 and 18th March 2013.
Directors’ remuneration, share options and loans
Details of Directors’ remuneration, share options and loans are provided in note 7 of the financial statements.
Directors’ report continued Governance
25
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Directors’ indemnity arrangements
The Group has made qualifying third party indemnity provisions for the benefit of its Directors which were made  
during the year and remain in force at the date of this report.
The Group has purchased and maintained throughout the year Directors’ & Officers’ liability insurance in respect  
of itself and its Directors.
Research and development (R&D)
The Group continues to invest in R&D, spending £3.2 million in its R&D programmes in the year (2011: £2.2 million) of 
which £1.8 million (2011: £1.1 million) was capitalised. The Group undertakes R&D in both divisions and this is discussed 
in the Chief Executive Officer’s review on page 15. The Group will continue to commit a significant level of resource and 
expenditure, as appropriate, to R&D.
Intellectual property
The Group owns intellectual property both in its software tools and the products derived from them. The Directors  
consider such properties to be of significant value to the business.
Employee involvement
The Group aims to attract, retain and motivate the best staff regardless of race, religion, sexual orientation, age  
or disability. To that end it is committed to offering equal employment opportunities.
The Group provides its employees systematically with information on matters of concern to them and regularly  
consults its staff, or their representatives, for views on matters affecting them.
The Group encourages employee involvement in the Group’s performance by granting share options and Group 
performance related variable compensation, and ensures that employees are fully aware of financial and economic  
factors affecting the performance of the Group.
Employment policies
The Group is committed to following the applicable employment laws in each territory in which it operates. 
The Group is committed to ensuring that disabled persons, whether registered or not, have equal opportunities 
when applying for vacancies, with due regard to their aptitudes and abilities. In addition to complying with legislative 
requirements, procedures ensure that disabled employees are fairly treated and that their training and career development 
needs are carefully managed. For those employees becoming disabled during the course of their employment, every effort 
is made, whether through retraining or redeployment, to provide an opportunity for them to remain with the Group.
Health and safety environment
The Group is committed to maintaining a safe and healthy working environment for all staff. To that end it provides 
appropriate training and supervision and complies with all applicable regulatory requirements.
The Group seeks wherever possible to minimise its impact on the environment for the benefit of its staff and the public 
at large. The Group is committed to complying with environmental regulations in particular WEEE and encourages and 
supports staff in waste recycling within its offices.
Supplier payment policy and practice
The Group’s policy concerning the payment of suppliers is to agree terms of payment at the start of business with each 
supplier or to ensure the supplier is made aware of the standard payment terms. The Group’s normal policy is to pay 
supplier invoices in accordance with those terms and conditions provided there has been compliance with all trading 
terms. At 31st December 2012 the Group had an average of 65 days (2011: 63 days) creditors outstanding in trade 
payables. The Company has no outstanding trade payables at 31st December 2012 (2011: nil).  26
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Donations and community support
The Group made charitable donations during the year of £nil (2011: £nil). There were no donations to political parties. 
Employees of the Group participate actively in the community of entrepreneurial businesses clustered around Cambridge 
including Cambridge Network and the Judge Business School. Companies within the Group occasionally take students 
from higher education on work experience programmes as well as occasional international students on placement. 
Corporate governance
The Company’s statement on corporate governance can be found in the Corporate Governance report on page 28 to 30 of 
these financial statements. The Corporate Governance report forms part of the Directors’ report and is incorporated into it 
by cross-reference.
Post balance sheet events
There are no significant events since the balance sheet date.
Auditor
A resolution to re-appoint Grant Thornton UK LLP as the Group’s auditor will be proposed at the forthcoming Annual General 
Meeting. In accordance with normal practice, the Directors will be authorised to determine the Auditor’s remuneration.
Annual General Meeting (“AGM”)
The AGM of the Company is due to take place at the offices of FTI Consulting, Holborn Gate, 26 Southampton Buildings, 
London WC2A 1PB on 19th April 2013 at 10.00 am.
The resolutions to be proposed at the AGM are explained in detail below and are set out in full in the notice of Annual 
General Meeting which is set out on pages 68 to 71 of this document. Resolutions 1, 2, 3, 4 and 5 are being proposed 
as ordinary resolutions (and therefore need the approval of a simple majority of those shareholders who are present and 
voting in person or by proxy at the AGM) and resolution 6 is being proposed as a special resolution (and therefore needs 
the approval of at least 75% of those shareholders who are present and voting in person or by proxy at the AGM).
Presentation of the Company’s annual accounts (Resolution 1)
Resolution 1 deals with the adoption of the annual accounts for the financial year ending 31st December 2012.
Re-election of Directors (Resolutions 2 and 3)
The Company’s articles of association require that one third (or the nearest number not exceeding one third) of the Board 
retire and seek re-election at each annual general meeting. 
At this meeting, Professor Andrew Hopper CBE and Dr. Richard Newell will retire and stand for re-election as Directors. 
Having considered the performance of and contribution made by Professor Hopper and Dr. Newell, the Board remains 
satisfied that their performance continues to be effective and that they demonstrate commitment to the role and, as such, 
recommends their re-election.
Reappointment and remuneration of auditors (Resolution 4)
Resolution 4 proposes the reappointment of Grant Thornton UK LLP as auditors of the Company and authorises the 
Directors to set the auditors’ remuneration.
Authority to issue new ordinary shares (Resolutions 5 and 6)
The Company is seeking a general shareholder authority to authorise the Directors to allot and issue shares and/or  
grant rights to subscribe for or to convert any security into shares up to an aggregate nominal value of £146,172 (being  
the nominal value of approximately one third of the current issued share capital of the Company). 
Authority to issue new ordinary shares (Resolutions 5 and 6)
The Company is also seeking a limited authority to generally disapply pre-emption rights. This limited authority is only 
being sought in respect of up to an aggregate nominal value of £65,777 (being the nominal value of approximately 15% of 
the current issued share capital of the Company). Accordingly, the Directors will only be able to issue this smaller amount 
(and not the full amount referred to in the paragraph above) for cash unless, at the time of any issue of a larger amount, the 
Company’s then existing Shareholders are also given the opportunity to participate in such larger issue (subject to certain 
limited exclusions), pro rata to their respective holdings of ordinary shares.
Directors’ report continued Governance
27
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
The Directors do not currently have any immediate intention to use these additional authorities but it is considered  
prudent and is widely accepted practice amongst quoted companies to maintain general authorities so as to enable  
the Directors to take advantage of opportunities to develop the Company’s business.
Resolutions 5 and 6 also ensure that the Directors maintain sufficient authority to issue Ordinary Shares on the exercise  
of options that were granted by the Company prior to the Company’s admission to trading on the AIM Market of the  
London Stock Exchange.
Resolution 5 provides for the general authority to allot and issue shares under section 551 of the Companies Act 2006  
and Resolution 6 provides for the dis-application of the pre-emption provisions of section 570 of the Companies Act 2006.
Approved by the Board of Directors
And signed on behalf of the Board
Gordon Campbell
Company Secretary
18th March 2013
Ubisense Group plc
Registered number: 05589712 28
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Although not required to do so by the AIM Listing Rules, the Directors have chosen to provide selected corporate 
governance disclosures with this report, which they consider to be valuable to the reader.
The Directors believe that effective corporate governance, appropriate to the Group considering its size and stage of 
development, will assist in the delivery of corporate strategy, the generation of shareholder value and the safeguarding of 
shareholders’ long-term interests. Therefore, the Directors are committed, wherever it is reasonably practicable, to ensure 
that the Group is managed in accordance with the principles set out in the UK Corporate Governance Code June 2010 
(“the Code”).
Composition of the Board
The Board comprises the Non-executive Chairman, five Non-executive Directors and two Executive Directors. Biographical 
details of all members of the Board are set out on pages 20 and 21.
Since the flotation of the Company in 2011, no equity-based incentives have been granted to Non-executive Directors and 
there are no such plans for any such grants in the future. At the end of the year, the only Non-executive Director with neither 
shares nor share options is Mr Taylor.
The holding of shares and share options by Non-executive Directors could, amongst other things, be relevant in 
determining whether a Non-executive Director is independent. Therefore, after detailed consideration, the Board has 
determined that Mr Taylor is the only independent Non-executive Director within the meaning of the Code.
The roles of Chairman and Chief Executive Officer are vested in separate individuals, each with clear allocation of 
accountability and responsibility. The Chairman has prime responsibility for running the Board and the Chief Executive  
Officer has executive responsibilities for the Group’s strategic development, operations and results. The structure of  
the Board and the integrity of each Director ensures that there is no one individual or group dominating the decision 
making process.
The role of the Board
The Board holds full meetings at least ten times per year, with attendance required in person whenever possible. 
The principal matters that it considers are as follows:
• reviewing operating and financial performance;
• ensuring that appropriate management development and succession plans are in place;
• determining of corporate strategy, including consideration and approval of the Company’s annual strategy review;
• establishing of dividend policy;
• approving and accepting all new committed funding facilities;
• approving and accepting major changes in the capital structure of the Company;
• reviewing and approving formal treasury policies relating to funding, liquidity, transactional foreign exchange and 
interest rate risk management;
• reviewing the health and safety and environmental performance of the Company;  
• approving corporate acquisitions, mergers, divestments, joint ventures and major capital expenditure; and
• receiving, reviewing and approving recommendations by the designated committee on matters related to audit, 
nominations and remuneration.
The Board is supplied with information in a timely manner and in a form and of a quality appropriate to enable it to 
discharge its duties. The Board has a policy to set out which matters are reserved for the decision of the Board and 
those to which the Executive Directors need not refer for approval. This policy also requires that all recommendations and 
decisions by a Board Committee are approved or ratified by the Board.
Corporate governance report Governance
29
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Summary of Board meeting attendance in 2012
The Board is expected to meet regularly on a formal basis ten times a year. Sixteen Board meetings were held in 2012. 
Attendance at the meetings was as follows:
Regular 
meetings
Additional 
meetings
Total Meetings 
attended
Gordon Campbell 10 (10) 6 (6) 16 (16)
Richard Green 10 (10) 6 (6) 16 (16)
Peter Harverson 10 (10) 4 (6) 14 (16)
Andrew Hopper 10 (10) 6 (6) 16 (16)
J Keith Lomas 9 (10) 6 (6) 15 (16)
Richard Newell 9 (10) 5 (6) 14 (16)
Robert Sansom 8 (10) 4 (6) 12 (16)
Paul Taylor 10 (10) 6 (6) 16 (16)
Figures in brackets denote the maximum number of meetings that could have been attended.
Board Committees
The Board has established three Committees: the Audit Committee, the Nomination Committee and the  
Remuneration Committee. 
Summary of Committee membership
Audit 
Committee
Nomination 
Committee
Remuneration 
Committee
Peter Harverson – Yes Chair
Andrew Hopper Observer Yes Observer
J Keith Lomas Yes – Yes
Richard Newell Yes Yes –
Robert Sansom – Chair Yes
Paul Taylor Chair – Yes
Summary of Committee meeting attendance
Audit 
Committee
Nomination 
Committee
Remuneration 
Committee
Peter Harverson – 1 (1) 4 (4)
Andrew Hopper 2 (3) 1 (1) 1 (4)
J Keith Lomas 3 (3) – 3 (4)
Richard Newell 3 (3) 1 (1) –
Robert Sansom – 1 (1) 2 (4)
Paul Taylor 3 (3) – 4 (4)
Figures in brackets denote the maximum number of meetings that could have been attended. 30
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
The role of each Committee is described in more detail below:
Audit Committee
The Audit Committee has responsibility for the following matters:
• reviewing the accounts and the key judgements and policies underlying them in relation to the interim and annual 
financial statements before they are submitted to the Board for final approval;
• reviewing management’s reports on internal controls;
• reviewing the Group’s risk management process, including the adequacy of insurance cover;
• reviewing the appointment of the external auditors together with the audit fee;
• monitoring the audit and non-audit work of the external auditors, including reviewing any management letters and the 
Company’s response; and 
• reviewing the arrangements by which staff may, in confidence, raise concerns about possible improprieties.
As part of its procedures, the Committee discusses the interim and annual financial statements with the external auditors. 
When appropriate, non-Committee members are invited to attend. During the period under review, the Committee has met 
three times on a formal basis excluding meetings of the Chairman with external advisers. The Committee is expected to 
meet formally four times a year.
Nomination Committee
The Nomination Committee has responsibility for the following matters:
• reviewing the size and composition of the Board;
• identifying and nominating suitable candidates to fill vacancies on the Board; and
• reviewing succession planning for both Directors and the management team.
During the period under review, the Committee has met once on a formal basis. The Committee is expected to meet 
formally twice a year.
Remuneration Committee
The Remuneration Committee has responsibility for the following matters:
• setting the basic pay of executive Directors and the remuneration of the Chairman;
• operating the performance-related bonus plan for the Executive Directors;
• agreeing the allocation and term for the granting of share-based incentives to executive Directors; and
• overseeing the overall annual staff pay review and the operation of the equity-based incentive schemes.
The Group has a formal and transparent procedure for developing policy on Directors’ remuneration. No Director is 
involved in deciding his own remuneration.
The Committee aims to set levels of remuneration for executive Directors that are sufficient to attract, retain and 
motivate Directors of the quality required, without paying more than necessary, and that are appropriate for the size and 
complexity of the Group. It aims to see that a significant proportion of each executive Director’s remuneration package is 
performance-related.
During the period under review, the Committee has met four times on a formal basis. The Committee is expected to meet 
formally twice a year.
Internal control
The Board of Directors has overall responsibility for the Group’s system of internal control and for reviewing its 
effectiveness. The risk managing process and systems of internal control are designed to manage rather than eliminate the 
risk of failure to achieve the Company’s objectives. It should be recognised that such systems can only provide reasonable 
but not absolute assurance against material misstatement or loss.
Corporate governance report continued Governance
31
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with 
applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors  
are required to prepare the consolidated financial statements in accordance with International Financial Reporting 
Standards (IFRSs) as adopted by the European Union and have elected to prepare the parent company financial 
statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting 
Standards and applicable laws). Under company law the Directors must not approve the financial statements unless  
they give a true and fair view of the state of affairs and profit or loss of the Company and Group for that period. In 
preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in 
the consolidated financial statements;
• state whether applicable UK Accounting Standards have been followed, subject to any material departures  
disclosed and explained in the Company financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company  
will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the 
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and 
enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for 
safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud 
and other irregularities.
The Directors confirm that:
• so far as each Director is aware, there is no relevant audit information of which the Company’s auditor are unaware; and
• the Directors have taken all steps that they ought to have taken as Directors to make themselves aware of any relevant 
audit information and to establish that the auditors are aware of that information.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on 
the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial 
statements may differ from legislation in other jurisdictions.
Directors’ responsibilities statement 32
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Independent auditor’s report
To the members of Ubisense Group plc
We have audited the Group financial statements of Ubisense Group plc for the year ended 31st December 2012 which 
comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated 
statement of changes in equity, the consolidated statement of financial position, the consolidated statement of cashflows 
and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and 
International Financial Reporting Standards (IFRSs) as adopted by the European Union.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the 
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those 
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted  
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as  
a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 31, the Directors are responsible for the 
preparation of the Group financial statements and for being satisfied that they give a true and fair view. Our responsibility 
is to audit and express an opinion on the Group financial statements in accordance with applicable law and International 
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) 
Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB’s website at  
www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion the Group financial statements:
• give a true and fair view of the state of the Group’s affairs as at 31st December 2012 and of its loss for the year then ended; 
• have been properly prepared in accordance with IFRSs as adopted by the European Union; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the Group financial statements 
are prepared is consistent with the Group financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Other matter
We have reported separately on the parent company financial statements of Ubisense Group plc for the year ended  
31st December 2012.
Alison Seekings
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Cambridge
18th March 2013 Financial statements
Group
33
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Consolidated income statement
For the year ended 31st December 2012
Consolidated statement of comprehensive income
For the year ended 31st December 2012
Notes
2012 
£’000
2011 
£’000
Revenue 5 24,292 23,785
Cost of sales (14,690) (15,308)
Gross profit 9,602 8,477
Administrative expenses (10,368) (8,188)
Operating (loss)/profit 5 (766) 289
Analysed as:
Gross profit 9,602 8,477
Other administrative expenses (8,445) (7,029)
Adjusted EBITDA 5 1,157 1,448
Depreciation (227) (140)
Amortisation of acquired intangible assets (257) (112)
Amortisation of other intangible assets (953) (512)
Share-based payments charge 22.2 (63) (24)
Reorganisation costs 9.2 (423) –
AIM listing expenses – (324)
Acquisition costs – (47)
Operating (loss)/profit 5 (766) 289
Finance income 8 38 37
Finance costs 8 – (185)
(Loss)/profit before tax 9 (728) 141
Income tax 10.1 90 (107)
(Loss)/profit for the year attributable to the equity shareholders of the Company (638) 34
Earnings per share (pence)
Basic 11 (2.8p) 0.2p
Diluted 11 (2.8p) 0.2p
The notes on pages 37 to 62 are an integral part of these consolidated financial statements.
Notes
2012 
£’000
2011 
£’000
(Loss)/profit for the year (638) 34
Other comprehensive income:
Exchange difference on retranslation of net assets and results of overseas subsidiaries 23 33 14
Total comprehensive income attributable to equity shareholders of the Company (605) 48
The notes on pages 37 to 62 are an integral part of these consolidated financial statements. 34
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Consolidated statement of changes in equity  
For the year ended 31st December 2012
Share 
capital 
£’000
Share 
premium 
£’000
Other 
reserves 
£’000
Retained 
earnings 
£’000
Total 
£’000
Balance at 1 January 2011 304 14,550 953 (4,272) 11,535
Profit for the year – – – 34 34
Exchange difference on retranslation of net  
assets and results of overseas subsidiaries – – 14 – 14
Total comprehensive income for the year – – 14 34 48
Reserve credit for equity-settled share-based payment – – 45 – 45
Equity component of loans – – (502) 502 –
Issue of new share capital 129 – – – 129
Premium on new share capital – 7,968 – – 7,968
Share issue costs – (487) – – (487)
Transactions with owners 129 7,481 (457) 502 7,655
Balance at 31 December 2011 433 22,031 510 (3,736) 19,238
Loss for the year – – – (638) (638)
Exchange difference on retranslation of net  
assets and results of overseas subsidiaries – – 33 – 33
Total comprehensive income for the year – – 33 (638) (605)
Reserve credit for equity-settled share-based payment – – 63 – 63
Issue of new share capital 5 – – – 5
Premium on new share capital – 220 – – 220
Transactions with owners 5 220 63 – 288
Balance at 31 December 2012 438 22,251 606 (4,374) 18,921
The notes on pages 37 to 62 are an integral part of these consolidated financial statements.
A reconciliation of the components of Other reserves is given in note 23. Financial statements
Group
35
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Consolidated statement of financial position
At 31st December 2012
Notes
2012
£’000
2011
£’000
Assets
Non-current assets
Goodwill 12 7,418 7,418
Other intangible assets 13 2,901 2,258
Property, plant and equipment 14 621 366
Total non-current assets 10,940 10,042
Current assets
Inventories 15 862 1,667
Trade and other receivables 16 10,302 9,498
Cash and cash equivalents 17 2,716 6,034
Total current assets 13,880 17,199
Total assets 24,820 27,241
Liabilities
Current liabilities
Trade and other payables 18 (5,246) (7,294)
Total current liabilities (5,246) (7,294)
Non-current liabilities
Deferred income tax liabilities 10 (653) (549)
Other liabilities 20 – (160)
Total non-current liabilities (653) (709)
Total liabilities (5,899) (8,003)
Net assets 18,921 19,238
Equity attributable to owners of the parent company
Share capital 21 438 433
Share premium account 21 22,251 22,031
Other reserves 23 606 510
Retained earnings (4,374) (3,736)
Total equity 18,921 19,238
The notes on pages 37 to 62 are an integral part of these Consolidated financial statements.
The financial statements were approved by the Board of Directors on 18th March 2013 and signed on its behalf by:
Richard Green Gordon Campbell
Chief Executive Officer  Chief Financial Officer 
Registered Number: 05589712 36
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Consolidated statement of cash flows
For the year ended 31st December 2012
Notes
2012
£’000
2011
£’000
(Loss)/profit before tax (728) 141
Adjustments for:
Depreciation 9, 14 227 140
Amortisation 9, 13 1,210 624
Loss on the disposal of property, plant and equipment 9 5 –
Share-based payments charge 6.2, 22.2 63 24
Finance income 8 (38) (37)
Finance costs 8 – 185
Operating cash flows before working capital movements 739 1,077
Change in inventories 805 (1,303)
Change in receivables (839) (2,065)
Change in payables (1,691) (96)
Cash used in operations before tax (986) (2,387)
Net income taxes received 203 102
Net cash flows from operating activities (783) (2,285)
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired 26 (400) (1,600)
Purchases of property, plant and equipment (492) (256)
Proceeds on disposal of property, plant and equipment 1 –
Expenditure on intangible assets (1,849) (1,130)
Interest received 38 33
Net cash flows from investing activities (2,702) (2,953)
Cash flows from financing activities
Repayment of borrowings – (1,014)
Interest paid – (47)
Proceeds from the issue of ordinary share capital 225 5,238
Net cash flows from financing activities 225 4,177
Net decrease in cash and cash equivalents (3,260) (1,061)
Cash and cash equivalents at start of period 6,034 7,130
Exchange differences on cash and cash equivalents (58) (35)
Cash and cash equivalents at end of period 17 2,716 6,034
The notes on pages 37 to 62 are an integral part of these Consolidated financial statements. Financial statements
Group
37
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the consolidated financial statements
For the year ended 31st December 2012
1 General information  
Ubisense Group plc (“the Company”) and its subsidiaries (together, “the Group”) deliver mission-critical enterprise asset 
tracking and geospatial systems. 
The Company is a public limited company which is listed on the Alternative Investment Market (“AIM”) of the London Stock 
Exchange (UBI) and is incorporated and domiciled in the United Kingdom. The Company was incorporated as Ubisense 
Trading Limited on 11th October 2005 and changed its name to Ubisense Group plc on 31st May 2011 ahead of its initial 
public offering and listing on AIM on 22nd June 2011. The address of its registered office is St. Andrew’s House, St. 
Andrew’s Road, Chesterton, Cambridge, CB4 1DL.
The Group has its main operations in the UK, US, Canada, France, and Germany and sells mainly in North America, 
Europe and Asia.
The Group legally consists of seven companies headed by Ubisense Group plc (UK). The subsidiaries are all 100% owned 
by Ubisense Group plc and are: Ubisense Limited (UK); Ubisense AG (Germany); Ubisense, Inc. (US); Ubisense Solutions, 
Inc. (Canada); Ubisense SAS (France) and Geospatial Systems Limited (UK).
These consolidated financial statements have been approved for issue by the Board of Directors on 18th March 2013.
2 New accounting standards
For the purposes of the preparation of these consolidated financial statements, the Group has applied all standards and 
interpretations that are effective for accounting periods beginning on or after 1st January 2012.
No new standards, amendments or interpretations to existing standards that have been published and that are mandatory 
for the Group’s accounting periods beginning on or after 1st January 2013, or later periods, have been adopted early. The 
Directors do not consider that the adoption of these standards and interpretations would have a material impact on the 
Group’s financial statements.
3 Summary of significant accounting policies  
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. 
These policies have been consistently applied to all the years presented, unless otherwise stated. 
Basis of preparation
The consolidated financial statements of Ubisense Group plc have been prepared in accordance with International 
Financial Reporting Standards (“IFRS”) as adopted by the European Union (IFRSs as adopted by the EU) and the 
Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements have been 
prepared under the historical cost convention. The consolidated financial statements are presented in Sterling and all 
values are rounded to the nearest thousand pounds (£’000) except when otherwise indicated.
The preparation of these financial statements in conformity with IFRS requires the Directors to make certain critical 
accounting estimates and judgements that affect the amounts reported in the financial statements and accompanying 
notes. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are 
significant to the consolidated financial statements, are disclosed in note 4.
Going concern basis
The Group meets its day-to-day working capital requirements through its bank facilities. The Group had cash of 
£2.7 million at the balance sheet date along with a £2 million undrawn bank facility as well as an order book equivalent 
to 47% of annual revenue. In this context, the Group’s forecasts and projections, taking account of reasonably possible 
changes in trading performance, support the conclusion that there is a reasonable expectation that the Company and 
the Group have adequate resources to continue in operational existence for the foreseeable future, a period of not less 
than twelve months from the date of this report. The Group, therefore, continues to adopt the going concern basis in 
preparing its financial statements. 38
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the consolidated financial statements continued
For the year ended 31st December 2012
3 Summary of significant accounting policies continued
Consolidation
The Group financial statements include the results, financial position and cash flows of the Company and all of its 
subsidiary undertakings. Subsidiary undertakings are those entities controlled directly or indirectly by the Company. 
Control arises when the Company has the power to govern the financial and operating policies of an entity so as to obtain 
benefits from its activities.
The financial statements of the subsidiaries are prepared for the same reporting year as the Company, using consistent 
accounting policies. Businesses acquired or disposed during the year are accounted for using acquisition method 
principles from, or up to, the date control passed. Intra-Group transactions and balances are eliminated on consolidation. 
All subsidiaries use uniform accounting policies for like transactions and other events and similar circumstances. 
Foreign currencies
(a) Functional and presentation currency 
The functional currency of each Group entity is the currency of the primary economic environment in which each entity 
operates. The consolidated financial statements are presented in Sterling, which is the Company’s functional and 
presentation currency. 
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency of each Group entity using the exchange rates 
prevailing at the dates of transactions. Monetary assets and liabilities denominated in foreign currencies are translated at 
rates ruling at the period end date. Such exchange differences are included in the income statement within “administrative 
expenses”. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the 
exchange rates as at the dates of the initial transactions.  
(c) Consolidation
For the purpose of presenting consolidated financial statements, the results and financial position of all the Group entities 
(none of which have the currency of a hyperinflationary economy) that have a functional currency other than Sterling are 
translated into Sterling as follows:
• assets and liabilities for each statement of financial position are translated at the exchange rate at the period end date;
• income and expenses for each income statement are translated at the exchange rate ruling at the time of each period 
the transaction occurred; and
• all resulting exchange differences are recognised in other comprehensive income.
Segment reporting
The Group is organised on a global basis into two operating segments, being the Real-Time Location Systems (“RTLS”) and 
Geospatial divisions. Centrally incurred costs not directly attributable to operating segments are reported under “Central”.
This is based upon the Group’s internal organisation and management structure and is the primary way in which the Chief 
Operating Decision Maker (CODM) and the rest of the Board are provided financial information. The Directors believe that 
the CODM is the Chief Executive Officer of the Group.
Revenue recognition
Revenue represents amounts derived from the provision of goods and services which fall within the Group’s ordinary 
activities, exclusive of value added tax and other similar sales taxes. Revenue is measured by reference to the fair value of 
consideration received or receivable.
Revenues on product sales are recognised at the time that units are shipped, except for shipments under arrangements 
involving significant acceptance requirements. Under such arrangements, revenue is recognised when the Group has 
substantially met all its performance obligations.
Revenue earned from sales under licence agreements is recognised when the software is made available. When the sale 
includes a period of support and maintenance, a proportion of the revenue is deferred and recognised rateably over the 
period of support. For licence rental fees, amounts are recognised over the period of the contract, commencing from when 
the software is available for use. Financial statements
Group
39
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Services and training revenue from time and materials contracts is recognised in the period that the services and training 
are provided on the basis of time worked at agreed contractual rates and as direct expenses are incurred.
Revenue from fixed price, long-term customer specific contracts, including customisation and modification, is recognised 
on the stage of completion of each assignment at the period end date compared to the total estimated service to be 
provided over the entire contract where the outcome can be estimated reliably. If a contract outcome cannot be estimated 
reliably, revenues are recognised equal to costs incurred, to the extent that costs are expected to be recovered. An 
expected loss on a contract is recognised immediately in the income statement.
Where bundled sales including a combination of some or all of the above are made, the revenue attributable to the deal is 
apportioned across the constituents of the bundle, and then recognised according to the policies stated above.
Employee benefits
(a) Retirement benefits
The Group operates various defined contribution pension arrangements for its employees.
For defined contribution pension arrangements, the amount charged to the income statement represents the contributions 
payable in the period. Differences between contributions payable in the period and contributions actually paid are shown 
as either accruals or prepayments in the statement of financial position.
(b) Share-based payments
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are 
measured at fair value at the date of grant using the Black-Scholes pricing model. The fair value is expensed on a straight-
line basis over the vesting period, together with a corresponding increase in equity, based on the Group’s estimate of the 
number of shares that will eventually vest. 
(c) Termination benefits
Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility 
of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide 
termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary 
redundancies are recognised as an expense if the Group has made an offer of voluntary redundancy, it is probable the 
offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than twelve 
months after the reporting date, then they are discounted to their present value.
Operating lease income and expense
(a) Rental expense
Operating lease rentals are charged as other administrative expenses to the income statement in equal annual amounts 
over the lease term. Assets leased under operating leases are not recorded in the statement of financial position because 
the lessor retains a significant portion of the risks and rewards of ownership.
(b) Lease incentives
The benefit of lease incentives such as rent-free periods or up-front cash payments are spread equally on a straight-line 
basis over the lease term. 
Exceptional items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further 
understanding of the financial performance of the Group. They are material non-recurring items of income or expense that 
have been shown separately due to the significance of their nature or amount.
Interest income and expense
Interest income and expense is included in the income statement on a time basis, using the effective interest method by 
reference to the principal outstanding. 40
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the consolidated financial statements continued
For the year ended 31st December 2012
3 Summary of significant accounting policies continued
Tax
The tax charge or credit comprises current tax payable and deferred tax:
(a) Current tax
The current tax charge represents an estimate of the amounts payable to tax authorities in respect of the Group’s taxable 
profits and is based on an interpretation of existing tax laws. Taxable profit differs from profit before tax as reported in the 
income statement because it excludes certain items of income and expense that are taxable or deductible in other years or 
are never taxable or deductible.
(b) Deferred tax
Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison 
of the carrying amounts of assets and liabilities in the consolidated financial statements with their respective tax bases. 
In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for 
recognition as deferred tax assets. However, deferred tax is not provided on the initial recognition of goodwill, nor on 
the initial recognition of an asset or liability, unless the related transaction is a business combination or affects tax or 
accounting profit.
Deferred tax liabilities are always provided in full. Deferred tax assets are recognised to the extent that it is probable that 
the underlying deductible temporary differences will be able to be offset against future taxable income. Deferred tax 
assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period 
of realisation, provided they are enacted or substantively enacted at the reporting date. Deferred tax is recognised as a 
component of tax expense in the income statement, except where it relates to items charged or credited directly to other 
comprehensive income or equity when it is recognised in other comprehensive income or equity.
Business combinations
The Group applies the acquisition method to account for business combinations. The consideration transferred for the 
acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the 
acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or 
liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent 
liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group 
recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the 
non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets.
Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity 
interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent 
changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in 
accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration 
that is classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-
controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the 
fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.
Goodwill
Goodwill arising on an acquisition of a business is the difference between the fair value of the consideration paid and the 
net fair value of the assets and liabilities acquired. Goodwill is carried at cost less accumulated impairment losses.
Research and development
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Development activities involve a plan or design for the production on new or substantially improved products and 
processes. Development expenditure is only capitalised if all of the following conditions are met:
• completion of the intangible asset is technically feasible so that it will be available for use or sale;
• the Group intends to complete the intangible asset and use or sell it; Financial statements
Group
41
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
• the Group has the ability to use or sell the intangible asset;
• the intangible asset will generate probable future economic benefits. Among other things, this requires that there is a 
market for the output from the intangible asset or for the intangible asset itself, or, if it is to be used internally, the asset 
will be used in generating such benefits;
• there are adequate technical, financial and other resources to complete the development and to use or sell the 
intangible asset; and
• the expenditure attributable to the intangible asset during its development can be measured reliably.
Internally-generated intangible assets, consisting mainly of direct labour costs, are amortised on a straight-line basis over 
their useful economic lives. Amortisation is shown within administrative expenses in the income statement. The estimated 
useful lives of current development projects are three years. Upon completion the assets are subject to impairment testing. 
Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense 
in the period in which it is incurred.
Other intangible assets
Intangible assets purchased separately, such as software licences that do not form an integral part of related hardware, 
are capitalised at cost and amortised on a straight-line basis over their useful economic life which is typically 3 to 5 years. 
Intangible assets acquired through a business combination are initially measured at fair value and amortised on a straight-
line basis over their useful economic lives. Amortisation is shown within administrative expenses in the income statement.
The useful economic lives of the other intangible assets are as follows:
• Software products recognised on acquisition: 3 years 
• Customer relationships recognised on acquisition: 5 years
• Order backlog: based on contract life, typically less than 1 year
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss. 
Depreciation is charged to the income statement so as to write off the cost or valuation less estimated residual values  
over their expected useful lives on a straight-line basis over the following periods:
• Fixtures and fittings: 5 to 8 years, or period of the lease if shorter
• Computer equipment: 3 years
• Demonstration equipment: 1 year
Residual values and useful economic lives are assessed annually. The gain or loss on the disposal or retirement of an 
asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised 
in administrative expenses.
Impairment of non-financial assets
Assets that have an indefinite useful life – for example, goodwill or intangible assets not ready to use – are not subject to 
amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment 
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. 
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of 
assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-
generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of 
the impairment at each reporting date.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the cost of purchase on a first in, 
first out basis. Net realisable value is based on estimated selling price less additional cost to completion and disposal. 
Provision is made for obsolete, slow moving or defective items where appropriate and are recognised as an expense in the 
period in which the write-down or loss occurs. 42
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the consolidated financial statements continued
For the year ended 31st December 2012
3 Summary of significant accounting policies continued
Trade receivables
Trade receivables are amounts due from customers for products sold or services performed in the ordinary course of 
business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as 
non-current assets.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective 
interest method, less provision for impairment.
Cash and cash equivalents
In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with 
banks and other short-term highly liquid investments with original maturities of three months or less.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business 
from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they  
are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective 
interest method.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at 
amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in 
the income statement over the period of the borrowings using the effective interest method.
Fees paid on the establishment of debt facilities are recognised as transaction costs of the debt to the extent that it is 
probable that some or all of the facility will be drawn-down. In this case, the fee is deferred until the draw-down occurs.  
To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised  
as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.
Share capital and share premium 
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are 
shown in equity as a deduction, net of tax, from the proceeds. The nominal value of shares issued is classified as share 
capital and the amounts paid over the nominal value in respect of share issues, net of related costs, is classified as 
share premium.
4 Critical accounting estimates and judgements  
The Group makes estimates and assumptions concerning the future. Actual results may differ from these estimates. The 
estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets 
and liabilities within the next financial year are addressed below.
Impairment of goodwill and other intangible assets
The Group tests goodwill for impairment annually. This requires an estimation of the value in use of the cash-generating 
units to which the goodwill is allocated. Estimating the value in use requires the Group to make an estimate of the 
expected future cash flows from the cash-generating unit and also to choose a suitable discount rate in order to 
calculate the present value of those cash flows. The Group uses pre-tax discount rates of between 9.7% and 12.5% 
for this purpose. The carrying amount of goodwill at 31st December 2012 is £7,418,000. Further consideration of the 
impairment of goodwill is included in note 12.
Capitalisation of development costs
The point at which development costs meet the criteria for capitalisation is critically dependent on management’s 
judgement of the point at which technical and commercial feasibility is demonstrable. The carrying amount of capitalised 
development costs at 31st December 2012 is £2,110,000. Financial statements
Group
43
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Revenue recognition
Significant management judgement is applied in determining the allocation and timing of the recognition of revenue on 
contracts. In this process management takes into account milestones, hardware supplied, actual work performed and 
further obligations and costs expected to complete the work. The carrying amount of amounts recoverable on contracts at 
31st December 2012 is £2,439,000.
Provision for impairment of trade receivables
The Group assesses trade receivables for impairment which requires the Directors to estimate the likelihood of payment 
forfeiture by customers.
Inventories
The provision for obsolete, slow-moving or defective inventory is based on management’s estimation of the commercial 
life of inventory lines and is applied on a prudent basis. In assessing this, management takes into consideration the sales 
history or products and the length of time that they have been available for resale.
Deferred tax
A deferred tax asset is recognised where the Group considers it probable that future tax profits will be available against 
which the tax credit will be utilised in the future. This specifically applies to tax losses and to outstanding vested share 
options at the statement of financial position date. In estimating the amount of the deferred tax asset that should be 
recognised, the Directors make judgements based on current budgets and forecasts about the amount of future taxable 
profits and the timings of when these will be realised. No deferred tax asset is currently recognised.
Valuation of separately identifiable intangible assets
As detailed in note 3, separately identifiable intangible assets are identified and amortised over defined periods. The 
Directors use an acknowledged valuation approach but this is reliant upon certain judgements which they determine  
are reasonable by reference to companies in similar industries.
The Directors do not consider that there are any other critical accounting judgements or key sources of estimation uncertainty.
5 Segment information 
5.1 Operating segments
Management has determined the operating segments to be the Group’s two divisions based on the reports reviewed by 
the Chief Executive Officer, who is the Chief Operating Decision Maker.
The Real-Time Location Systems division (“RTLS”) delivers mission-critical enterprise asset tracking solutions utilising 
ultra-wideband (“UWB”) technology to locate people and assets in 3D, bringing visibility and control to industrial business 
processes. The Geospatial division delivers core location-based solutions, typically to blue chip utility and communications 
companies, to allow them to better plan and maintain their dispersed network of assets. Centrally incurred costs not 
directly attributable to operating segments are reported under “Central”.
Each of these operating segments is managed separately as each deal with different technologies and predominantly 
different customer bases. The performance of the operating segments is assessed on a measurement of Adjusted 
EBITDA. The measurement basis excludes depreciation, amortisation, share-based payments charge, non-recurring 
expenditure such as reorganisation costs, acquisition costs and AIM listing expenses, finance income and expense and 
income taxes. This is the measure reported to the Chief Operating Decision Maker for the purposes of resource allocation 
and assessment of segment performance. 44
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the consolidated financial statements continued
For the year ended 31st December 2012
5 Segment information 
5.1 Operating segments continued
Segment revenue represents revenue generated from external customers, there is no inter-segment revenue. The results  
of each segment have been prepared using accounting policies consistent with those of the Group as a whole.
Year ended 31 December 2012
RTLS 
£’000
Geospatial 
£’000
Central 
£’000
Total
£’000
Revenue 9,540 14,752 – 24,292
Cost of sales (4,072) (10,618) – (14,690)
Gross profit 5,468 4,134 – 9,602
Other administrative expenses (3,946) (1,101) (3,398) (8,445)
Adjusted EBITDA 1,522 3,033 (3,398) 1,157
Depreciation – – (227) (227)
Amortisation of acquired intangible assets – (257) – (257)
Amortisation of other intangible assets (640) (222) (91) (953)
Share-based payments charge – – (63) (63)
Reorganisation costs (157) (209) (57) (423)
Operating profit/(loss) 725 2,345 (3,836) (766)
Finance income – – 38 38
Profit/(loss) before tax 725 2,345 (3,798) (728)
Income tax – – 90 90
Profit/(loss) after tax 725 2,345 (3,708) (638)
 
Year ended 31 December 2011
RTLS 
£’000
Geospatial 
£’000
Central 
£’000
Total
£’000
Revenue 8,650 15,135 – 23,785
Cost of sales (4,012) (11,296) – (15,308)
Gross profit 4,638 3,839 – 8,477
Other administrative expenses (3,936) (738) (2,355) (7,029)
Adjusted EBITDA 702 3,101 (2,355) 1,448
Depreciation – – (140) (140)
Amortisation of acquired intangible assets – (112) – (112)
Amortisation of other intangible assets (437) (57) (18) (512)
Share-based payments charge – – (24) (24)
AIM listing expenses – – (324) (324)
Acquisition costs – – (47) (47)
Operating profit/(loss) 265 2,932 (2,908) 289
Finance income – – 37 37
Finance costs – – (185) (185)
Profit/(loss) before tax 265 2,932 (3,056) 141
Income tax – – (107) (107)
Profit/(loss) after tax 265 2,932 (3,163) 34
   Financial statements
Group
45
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
5.2 Geographical areas
The Group’s operating segments operate in four main geographical areas, even though they are managed on a global 
basis. Revenue and non-current assets (excluding goodwill) by geographical area are as follows:
Revenue Non-current assets
2012 
£’000
2011
£’000
2012
£’000
2011
£’000
UK 1,441 1,471 2,216 1,760
Germany 8,328 11,469 176 224
US 8,141 8,853 1,035 635
Asia Pacific 2,733 406 – –
Other 3,649 1,586 63 5
Total 24,292 23,785 3,490 2,624
Revenues from external customers in the Group’s domicile, the UK, as well as its major markets, Germany, US and Asia 
Pacific, have been identified on the basis of the customer’s geographical location. Non-current assets are allocated based 
on their physical location.
5.3 Information about major customers
During 2012, revenues of £2.9 million (2011: £1.3 million) derived from one Geospatial customer in the US, revenues of  
£2.6 million (2011: £2.1 million) and £1.7 million (2011: £5.3 million) derived from two Geospatial customers based in 
Germany and revenues of £1.0 million (2011: £2.6 million) from one RTLS customer based in both Germany and the US.
6 Employee information 
6.1 Employee numbers
The average monthly number of people, including Executive Directors, employed by the Group during the year was:
2012 
Number
2011 
Number
By activity
Technical consultants 96 75
Sales and Marketing 37 28
Research and Development 31 21
Administration 20 14
Total average number of employees 184 138
By segment
Geospatial 94 64
RTLS 70 60
Central 20 14
Total average number of employees 184 138
The total number of employees at 31st December 2012 was 175 (2011: 172).   46
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the consolidated financial statements continued
For the year ended 31st December 2012
6 Employee information continued
6.2 Employee benefits  
Notes
2012
£’000
2011
£’000
Wages and salaries 12,286 10,236
Social security costs 1,265 979
Contributions to defined contribution pension arrangements 562 419
Share-based payments 22.2 63 24
Total aggregate employee benefits 14,176 11,658
Included in the above are termination benefits of £404,000 (2011: £nil) which are presented as reorganisation costs in the 
income statement – see note 9.2.
6.3 Key management compensation
Key management includes Directors (Executive and Non-executive) and members of the Global Management Team. 
During the year, there were 13 key management personnel (2011: 14). The compensation paid or payable to key 
management for employee services is shown below:
2012 
£’000
2011 
£’000
Short-term employee benefits
Wages and salaries 879 925
Social security costs 84 59
Other benefits 21 29
984 1,013
Post-employment benefits
Contributions to defined contribution pension arrangements 52 74
Share-based payments
Equity-settled share-based payments 24 11
Total key management compensation 1,060 1,098
7 Directors’ remuneration and interests  
7.1 Directors’ remuneration  
Director
Basic 
salary 
£’000
Performance 
payments 
£’000
Benefits 
in kind 
£’000
Subtotal 
£’000
 Employer’s 
contributions 
to defined 
contribution 
pension 
arrangements 
£’000
Total 
2012 
£’000
Total 
2011 
£’000
Gordon Campbell* 96 12 1 109 15 124 106 
Richard Green* 135 50 3 188 13 201 137 
Peter Harverson 15 – – 15 – 15 16 
Andrew Hopper 25 – – 25 – 25 15 
J Keith Lomas 15 – – 15 – 15 6 
Richard Newell 15 – – 15 – 15 – 
Robert Sansom** – – – – – – – 
Paul Taylor 15 – – 15 – 15 13 
Total 316 62 4 382 28 410 293 
* The Directors are remunerated through the Company’s flexible benefits scheme under which they can elect to switch basic salary into pension 
 contributions and other benefits. The basic salary entitlement in the year was: Richard Green £140,000; Gordon Campbell £105,000.
**  Robert Sansom has waived his entitlement to annual remuneration in the year of £15,000.  Financial statements
Group
47
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
7.2 Directors’ interests – share options  
Director
Award 
date 
Years
Vests 
Years
Expires 
Year
Exercise 
price 
£
Awards 
outstanding 
at 1 
January 
2011
 number
Granted 
during 
the year 
number
Exercised 
during the 
year 
number
Lapsed 
during 
the year 
number
Awards 
outstanding 
at 31 
December 
2012 
number
Awards 
exercisable 
at 31 
December 
2011
 number
Gordon Campbell 2010 2011–13 2020 0.140 120,500 – – – 120,500 80,335
2011 2012–14 2021 1.050 32,500 – – – 32,500 10,834
2012 2013–15 2022 2.125 – 40,000 – – 40,000 –
153,000 40,000 – – 193,000 91,169
Richard Green 2010 2011–13 2020 0.140 76,278 – – – 76,278 50,853
2011 2012–14 2021 1.050 100,000 – – – 100,000 33,334
2012 2013–15 2022 2.125 – 60,000 – – 60,000 –
176,278 60,000 – – 236,278 84,187
Peter Harverson 2010 2011–13 2020 0.140 91,333 – – – 91,333 60,889
Andrew Hopper 2010 2011–13 2020 0.140 20,278 – – – 20,278 13,519
Richard Newell 2010 2011–13 2020 0.140 1,056 – – – 1,056 704
Total 441,945 100,000 – – 541,945 250,468
The 2012 grants vest subject to meeting performance criteria set out in the long-term incentive plan (“LTIP”). No other 
Directors have been granted share options in the Company or other Group entities. None of the terms and conditions of  
the share options were varied during the year. All options were granted in respect of qualifying services. There have been 
no options granted to or exercised by Directors between 31st December 2012 and 18th March 2013.
The market price of the Company’s shares at the end of the financial year was £2.315. The range of market prices during 
the year was between £1.825 and £2.325.
7.3 Directors’ interests – shares
Directors’ interests in the ordinary shares of Ubisense Group plc, at 31st December 2012 and 31st December 2011,  
were as follows:
2012 
Number
2011 
Number
Gordon Campbell 87,987 87,987
Richard Green 1,543,011 1,543,011
Peter Harverson 65,161 65,161
Andrew Hopper 225,000 225,000
J Keith Lomas 47,712 47,712
Richard Newell 643,354 643,354
Robert Sansom 2,493,676 2,493,676
Total 5,105,901 5,105,901
There has been no change in the interests set out above between 31st December 2012 and 18th March 2013. 48
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the consolidated financial statements continued
For the year ended 31st December 2012
8 Finance income and costs
2012
£’000
2011
£’000
Interest income from cash and cash equivalents 38 37
Finance income 38 37
Interest payable – bank – (26)
Interest payable – other loans – (159)
Finance costs – (185)
Net finance income/(costs) 38 (148)
9 Profit before tax: analysis of expenses by nature
9.1 Expenses by nature
The following items have been charged/(credited) to the income statement in arriving at profit before tax:
Notes
2012
 £’000
2011 
£’000
Amortisation of acquired intangible assets 13 257 112
Amortisation of other intangible assets 13 953 512
Depreciation of owned property, plant and equipment 14 227 140
Loss on disposal of property, plant and equipment 5 –
Operating lease rental charges – land and buildings 355 320
Operating lease rental charges – other 124 134
Research and development costs expensed 1,312 1,109
Net foreign currency losses 153 12
Reorganisation costs 9.2 423 –
AIM listing expenses – 324
Acquisition costs – 47
Auditors’ remuneration 9.3 81 165
9.2 Reorganisation costs
During the year, the Group incurred reorganisation costs totalling £423,000 comprising mainly redundancy costs in order 
to integrate the Geospatial acquisitions made in 2011 and to centralise the Research and Development and Sales and 
Marketing functions of both divisions.
9.3 Auditors’ remuneration
During the year, the Group (including its overseas subsidiaries) obtained the following services from the Company’s auditor 
and its associates:
Notes
2012 
£’000
2011 
£’000
Fees payable to the Group’s auditor for the audit of:
Parent Company and consolidated financial statements 14 13
Financial statements of subsidiaries, pursuant to legislation 43 27
57 40
Fees payable to the Group’s auditor for other services:
Tax services 15 5
Other services 9 120
24 125
Auditors’ remuneration 9.1 81 165
The auditor of Ubisense Group plc is Grant Thornton UK LLP.  Financial statements
Group
49
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
10 Income tax  
10.1 Income tax recognised in the income statement
2012
 £’000
2011 
£’000
Current tax
UK Corporation Tax – –
Foreign tax 9 (9)
Research and development tax credits – prior years (203) (124)
Total current tax credit (194) (133)
Deferred tax
Origination and reversal of temporary differences 104 240
Total deferred tax expense 104 240
Total income tax (credit)/expense (90) 107
The tax credit (2011: expense) differs from the standard rate of corporation tax in the UK for the year of 24% (2011: 26%) for 
the following reasons:
2012 
£’000
2011 
£’000
(Loss)/profit before tax (728) 141
(Loss)/profit before tax multiplied by the standard  
rate of corporation tax in the UK of 24% (2011: 26%) (175) 37
Tax effects of:
Expenses not deductible for tax purposes 21 113
Accrued contingent consideration released not subject to tax (38) –
Utilisation of previously unrecognised tax losses (259) –
Tax losses for which no deferred tax asset was recognised 832 14
Tax unprovided in prior years 9 –
Research and development tax credits – prior years (203) (124)
Differential on overseas tax rates (233) (8)
Remeasurement of deferred tax – change of rate (58) (5)
Other temporary differences 14 80
Total income tax (credit)/expense (90) 107
10.2 Factors that may affect future tax charges
The Group has tax losses of £4.4 million (2011: £2.9 million) that are available for offset against future taxable profits of 
those subsidiary companies in which the tax losses arose. Deferred tax assets have not been recognised in respect of 
these losses as they may not be used to offset taxable profits elsewhere in the Group, and they have arisen in subsidiaries 
whose future taxable profits are uncertain. No deferred tax has been recognised on the unremitted earnings of overseas 
subsidiaries, because the earnings are continually reinvested by the Group and no tax is expected to be payable on them 
in the foreseeable future.
As a result of the reduction in the UK corporation tax rate to 23% that was substantively enacted on 3rd July 2012 and 
effective from 1st April 2013, the deferred tax balances have been remeasured. The proposed reduction of the main rate 
of corporation tax to 22% from 1st April 2014 is expected to be enacted separately later in 2013. This change has not been 
substantively enacted at the balance sheet date and, therefore, is not recognised in the financial statements.
   50
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the consolidated financial statements continued
For the year ended 31st December 2012
10 Income tax continued
10.3 Deferred tax
The movement in deferred tax in the Consolidated statement of financial position during the year is as follows:  
Deferred income tax assets Deferred income tax liabilities
2012 
£’000
2011
 £’000
 2012
£’000
2011
 £’000
At 1 January – – (549) (140)
Arising on acquisition of subsidiaries – 119 – (288)
Deferred tax credited to the income statement – – 88 32
Deferred tax charged to the income statement – (119) (192) (153)
At 31 December – – (653) (549)
The components of deferred tax included in the Consolidated statement of financial position are as follows:
2012 
£’000
2011 
£’000
Development costs capitalised (485) (293)
Intangible assets recognised on acquisition of subsidiaries (168) (256)
Total deferred income tax liabilities (653) (549)
Deferred tax assets have not been recognised in respect of the following items because it is not probable that future 
taxable profits will be available against which the Group can utilise the benefits:
2012 
£’000
2011 
£’000
Tax losses carried forward 1,343 851
Equity-settled share options temporary differences 289 168
Total unrecognised deferred tax assets 1,632 1,019
11 Earnings per share
Basic and diluted earnings per share 2012 2011 
Earnings
(Loss)/profit for the period (£’000) (638) 34
Earnings for the purposes of diluted earnings per share (£’000) (638) 34
Number of shares
Basic weighted average number of shares (‘000) 21,764 18,897
Effect of dilutive potential ordinary shares: 
– Share options (‘000) 1,383 1,423
– Warrants (‘000) – 57
Diluted weighted average number of shares (‘000) 23,147 20,377
Basic earnings per share (pence) (2.8p) 0.2p
Diluted earnings per share (pence) (2.8p) 0.2p
Basic earnings per share is calculated by dividing profit for the period attributable to ordinary shareholders of the 
Company by the weighted average number of ordinary shares outstanding during the period. For diluted earnings per 
share, the weighted average number of shares is adjusted to allow for the effects of all dilutive share options and warrants 
outstanding at the end of the year. Options have no dilutive effect in loss-making years, and hence the diluted loss per 
share for the year is the same as the basic loss per share. Financial statements
Group
51
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
The Group also presents an adjusted diluted earnings per share figure which excludes amortisation on acquired intangible 
assets, share-based payments charge and non-recurring expenditure such as reorganisation costs, AIM listing expenses 
and acquisition costs from the measurement of profit for the period.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders by the 
weighted average number of ordinary shares outstanding during the year (adjusted for the effects of dilutive options and 
the Group’s convertible bonds). 
Adjusted diluted earnings per share Notes 2012 2011
Earnings for the purposes of diluted earnings per share (£’000) (638) 34
Adjustments:
Reversal of amortisation on acquired intangible assets (£’000) 9, 13 257 112
Reversal of share-based payments charge (£’000) 9 63 24
Reversal of reorganisation costs 9 423 –
Reversal of AIM listing expenses (£’000) 9 – 324
Reversal of acquisition costs (£’000) 9 – 47
Net adjustments (£’000) 743 507
Adjusted earnings (£’000) 105 541
Adjusted diluted earnings per share (pence) 0.5p 2.7p
12 Goodwill
Goodwilll 
£’000
Balance at 1 January and 31 December 2012 7,418
Impairment testing for cash-generating units containing goodwill
Goodwill acquired through business combinations is allocated to groups of cash generating units (‘CGU’s) for impairment 
testing as follows:  
2012
£’000
2011
£’000
RTLS 3,256 3,256
Geospatial 4,162 4,162
Total 7,418 7,418
The recoverable amounts of all CGUs have been determined from value-in-use calculations based on 5 year forecasts 
projected from the 2013 annual operating plan approved by the Board for each CGU with an assumed terminal growth rate 
of nil and no improvement in relative operating margin during or after the forecast period. This is considered prudent when 
compared to recent experience and current expectations of the long-term industry growth rate for both CGUs.
A discount rate of 12.5% for RTLS and 9.7% for Geospatial has been estimated using pre-tax rates that reflect current 
market assessments of the time value of money and the risks specific to each CGU.
Revenue growth assumptions are based on the annual operating plan taking into account industry growth rates and 
Ubisense’s historical experience in the context of the wider industry and economic conditions. The underlying organic revenue 
growth rate for RTLS is assumed to be 20% with the division expected to continue at above-average rates for the foreseeable 
future as a result of significant investment in research and development and a growing opportunity customer base and sector 
presence. The underlying organic growth rate for Geospatial is assumed to be 10% reflecting steady growth in a more mature 
market where the division is increasing its presence in key sectors where it has acknowledged expertise.
The Board has considered reasonable possible sensitivities in key assumptions on which the value-in-use calculations 
are based. For RLTS, sensitivity analysis shows that if the underlying organic revenue growth rate was below 6%, or if 
the discount rate is increased in isolation above 21%, the estimated recoverable amount is equal to carrying value. For 
Geospatial, if the underlying organic revenue growth rate reduced to 0%, or if the discount factor increased to 20%, this 
would not cause the carrying value to exceed estimated recoverable amount.
There was no impairment of goodwill as the estimated recoverable amount exceeded the carrying value for all CGUs. 52
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the consolidated financial statements continued
For the year ended 31st December 2012
13 Other intangible assets  
Capitalised 
development 
costs
£’000
Software
£’000
Acquired 
software 
products
£’000
Acquired 
customer 
relationships 
and order 
backlog
£’000
Total
£’000
Cost 
At 1 January 2011 1,476 11 – – 1,487
Reclassifications – 56 – – 56
Additions 1,103 225 – – 1,328
Acquisition of subsidiaries – 3 529 449 981
At 31 December 2011 2,579 295 529 449 3,852
Effects of movement in exchange rates – (12) – – (12)
Additions 1,845 16 – – 1,861
At 31 December 2012 4,424 299 529 449 5,701
Accumulated amortisation
At 1 January 2011 958 4 – – 962
Reclassification – 8 – – 8
Charge for the year 494 18 44 68 624
At 31 December 2011 1,452 30 44 68 1,594
Effects of movement in exchange rates – (4) – – (4)
Charge for the year 862 91 177 80 1,210
At 31 December 2012 2,314 117 221 148 2,800
Net book amount
At 31 December 2012 2,110 182 308 301 2,901
At 31 December 2011 1,127 265 485 381 2,258
Capitalised development assets relate to expenditure that can be applied to a plan or design for the production of new or 
substantially improved products and processes.
The software assets represent assets purchased from third parties.
The acquired software products, customer relationships and order backlog assets arose on the acquisitions in 2011 of 
Integrated Mapping Solutions, Inc. (now merged into Ubisense, Inc.) and Realworld OO Systems Limited (now re-named 
Geospatial Systems Limited). Financial statements
Group
53
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
14 Property, plant and equipment  
Fixtures 
and Fittings
£’000
Computer 
Equipment
£’000
Total
£’000
Cost 
At 1 January 2011 174 440 614
Effect of movements in exchange rates (3) (5) (8)
Reclassification – (56) (56)
Additions 47 213 260
Acquisition of subsidiaries 3 14 17
Disposals – (1) (1)
At 31 December 2011 221 605 826
Effect of movements in exchange rates (7) (13) (20)
Reclassification 31 (31) –
Additions 321 174 495
Disposals (23) (218) (241)
At 31 December 2012 543 517 1,060
Accumulated depreciation
At 1 January 2011 95 240 335
Effect of movements in exchange rates (1) (5) (6)
Charge for the year 34 106 140
Reclassification – (8) (8)
Disposals – (1) (1)
At 31 December 2011 128 332 460
Effect of movements in exchange rates (6) (7) (13)
Charge for the year 77 150 227
Reclassification 20 (20) –
Disposals (20) (215) 235)
At 31 December 2012 199 240 439
Net book amount
At 31 December 2012 344 277 621
At 31 December 2011 93 273 366
15 Inventories
2012 
£’000
2011 
£’000
Raw materials 182 –
Finished goods 680 1,667
Total inventories 862 1,667
Included in the analysis above are impairment provisions against inventory amounting to £44,000 (2011: £56,000). 
The Group’s inventories are comprised of products which are not generally subject to rapid obsolescence on account  
of deterioration in condition, market trends or technological reasons.
The cost of inventories recognised as an expense and included in “cost of sales” amounted to £1,571,000 (2011: £1,426,000). 54
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the consolidated financial statements continued
For the year ended 31st December 2012
16 Trade and other receivables  
Notes
2012 
£’000
2011
 £’000
Trade receivables, gross 7,390 7,541
Allowances for doubtful debts 16.1 (80) (7)
Trade receivables, net 16.2 7,310 7,534
Amounts recoverable on contracts 2,439 1,588
Other receivables 40 21
Prepayments and accrued income 502 314
VAT and taxation receivable 11 41
Total trade and other receivables 10,302 9,498
All amounts disclosed are short-term. The carrying value of trade receivables is considered a reasonable approximation  
of fair value. 
Due to having a blue chip customer base and effective credit control procedures, the Group is not significantly exposed 
to the risk of bad debt. The following disclosures are in respect of trade receivables that are either impaired or past due. 
The individually impaired receivables mainly relate to customers who are in unexpectedly difficult economic situations. Any 
impairment is assessed on a customer-by-customer basis following a detailed review of the particular circumstances. To the 
extent they have not been specifically provided against, the trade receivables are considered to be of sound credit rating.
16.1 Movement in allowance for doubtful debts
2012 
£’000
2011
 £’000
At 1 January (7) (83)
Exchange differences – 1
Amounts recovered in the year 7 82
Allowance made (80) (7)
At 31 December (80) (7)
16.2 Ageing of past due but not impaired receivables
2012 
£’000
2011
 £’000
Neither past due nor impaired 5,360 6,120
Past due but not impaired:
0 to 90 days overdue 1,360 881
More than 90 days overdue 590 533
Total 7,310 7,534 Financial statements
Group
55
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
17 Cash and cash equivalents
2012 
£’000
2011 
£’000
Cash at bank and in hand 2,716 3,367
Short-term bank deposits – 2,667
Cash and cash equivalents 2,716 6,034
The carrying amount approximates to fair value because of the short-term maturity of these instruments, being no greater 
than three months.
Cash at bank earns interest at floating rates based on daily bank overnight deposit rates. Short-term cash deposits earn 
interest at fixed rates for the term of the deposit.
The composition of cash and cash equivalents by currency is as follows:
2012 
£’000
2011 
£’000
British Pound (GBP) 723 3,939
Euro (EUR) 1,101 1,619
US Dollar (USD) 847 414
Canadian Dollar (CAD) 45 62
Cash and cash equivalents 2,716 6,034
18 Trade and other payables
Notes
2012
 £’000
2011 
£’000
Payments received on account 1,002 1,995
Trade payables 1,936 2,110
Trade accruals 1,404 1,633
Other taxation and social security 612 817
Other payables 292 339
Other liabilities – contingent consideration 26 – 400
Total trade and other payables 5,246 7,294
All amounts disclosed are short-term. The carrying value of trade payables is considered a reasonable approximation of 
fair value.
19 Loans and borrowings
In November 2012, the Group agreed a new annual bank facility of up to £2.0 million to provide additional future  
working capital capacity. Interest is payable at LIBOR plus 3.00% and the facility is secured on the fixed and floating  
assets of the Group. The facility is subject to certain operating performance and net worth covenants of the business.  
As at 31 December 2012, and as at 18th March 2013, the facility is undrawn.
20 Other liabilities 
Notes
2012 
£’000
2011
 £’000
Other liabilities – contingent consideration 26 – 160 56
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the consolidated financial statements continued
For the year ended 31st December 2012
21 Share capital and premium
Number of 
ordinary shares of 
£0.02 each
Share
 capital 
£’000
Share 
premium 
£’000
Total 
£’000
Balance at 1 January 2011 15,211,490 304 14,550 14,854
Share issue 2,777,778 56 4,944 5,000
Share issue costs – – (486) (486)
Issued under share-based payment plans 376,308 8 125 133
Issued on conversion of Convertible Loan 3,176,772 63 2,796 2,859
Issued on exercise of warrants 115,350 2 102 104
Change in year 6,446,208 129 7,481 7,610
Balance at 31 December 2011 21,657,698 433 22,031 22,464
Issued under share-based payment plans 154,937 3 29 32
Issued on conversion of warrants 107,109 2 191 193
Change in year 262,046 5 220 225
Balance at 31 December 2012 21,919,744 438 22,251 22,689
The Company has one class of ordinary shares which carry no right to fixed income.
During the period, the Company issued 262,046 shares, increasing the total number of shares in issue from 21,657,698  
to 21,919,744 as follows:
• 154,937 shares as a result of options exercised with a weighted average exercise price of £0.21 per share for  
total cash consideration of £32,461; and 
• 107,109 shares as a result of exercise of warrants at £1.80 per share for cash consideration of £192,796. 
22 Share-based payments: options and warrants 
22.1 Equity-settled share-based payment arrangements
a) Share option plans
The Group operates a number of plans to award options over shares in the Company to the best-performing employees of 
the Group around the world. 
Options are generally granted at an exercise price equal to the market price of the shares under option at the date of the 
grant. The options generally vest evenly over three years on the anniversary from the date of the grant or entirely on the 
third anniversary from the date of grant, depending on continuing service during the vesting period. The contractual life of 
the options is ten years from the date of grant after which they expire if unexercised. 
b) Warrants
During 2011, at the time of the initial public offering on AIM, the Group granted warrants to a professional adviser in lieu of 
fees. The warrants were granted at a subscription price equal to the market price of the shares under warrant at the date of 
the grant. The warrants were exercisable immediately and had a contractual life of eighteen months from the date of grant 
after which they expire if unexercised. The warrants were exercised in their entirety during 2012 and no further warrants 
have been granted. Financial statements
Group
57
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
22.2 Analysis of amounts recognised in the financial statements
a) Analysis of amounts recognised in the Consolidated income statement
2012 
£’000
2011 
£’000
Total share-based payments charge recognised in operating profit 63 24
b) Analysis of amounts recognised in the Consolidated statement of changes in equity in the year 
2012 
£’000
2011 
£’000
Net credit to the share-based payments reserve 63 46
Charge to the share premium account – (22)
Net share-based payments credit recognised in equity 63 24
c) Cumulative amounts included within equity in the Consolidated statement of financial position
2012 
£’000
2011 
£’000
Cumulative reserve credit for share-based payments 654 591
    
22.3 Reconciliation of movements in equity-settled share-based payment arrangements in the year  
Arrangement
Award
 date 
Year
Vests 
Years
Expires 
Year
Exercise 
price
 £
Awards 
outstanding 
at 1 
January 
2012 
number
Granted 
during the 
year 
number
Exercised 
during the 
year 
number
Forfeited 
during the 
year 
number
Awards 
outstanding 
at 31 
December 
2012 
number
Awards 
exercisable 
at 31 
December 
2012 
number
Options 2006 2007–09 2016 0.900 2,500 – – – 2,500 2,500
2007 2008–10 2017 0.900 300 – – – 300 300
2008 2009–11 2018 0.900 650 – – – 650 650
2009 2009 2019 0.900 4,457 – – – 4,457 4,457
2010 2011–13 2020 0.140 1,404,647 – (143,102) (17,730) 1,243,815 726,658
2011 2012–14 2021 1.050 488,800 – (11,835) (49,499) 427,466 141,630
 2011 2012–14 2021 1.980 32,532 – – – 32,532 10,845
2012 2013–15 2022 2.125 – 347,000 – (1,000) 346,000 –
Options 1,933,886 347,000 (154,937) (68,229) 2,057,720 887,040
Warrants 2011 2011 2012 1.800 107,109 – (107,109) – – –
Total 2,040,995 347,000 (262,046) (68,229) 2,057,720 887,040
Weighted average exercise price (pence) 0.477 2.125 0.860 0.829 0.695 0.315
The weighted average share price at the date of exercise for options exercised during the year was £2.126 (2011: £1.950). 58
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the consolidated financial statements continued
For the year ended 31st December 2012
22 Share-based payments: options and warrants continued
22.4 Principal assumptions
The fair value of share-based payments grants has been valued using the Black-Scholes option-pricing model. Expected 
volatility was determined based on the historic volatility of comparable companies. The expected life is the expected period 
from grant to exercise based on management’s best estimate of the effects of non-transferability, exercise restrictions and 
behavioural considerations. The risk-free rate of return is an average yield on the zero-coupon UK Government Bond in 
issue at the date of grant with a similar life to the option or warrant.
The following assumptions were used in the model for options and warrants granted during the years ended 
31 December 2012 and 31st December 2011: 
Instrument Option Option Warrant Option
Number granted 347,000 32,532 107,109 491,300 
Grant date 29 June 2012 26 September 2011 22 June 2011 16 May 2011
Share price at grant date (£) 2.125 1.980 1.800 1.050
Exercise price (£) 2.125 1.980 1.800 1.050
Fair value per option (£) 0.6 0.31 0.20 0.18
Expected life (years) 3.0 3.0 1.5 3.0
Expected volatility (%) 20.00% 20.00% 20.00% 20.00%
Risk-free interest rate (%) 0.87% 1.40% 2.03% 2.30%
Expected dividends expressed as a dividend yield (%) 0.00% 0.00% 0.00% 0.00%
23 Other reserves
Equity component 
of convertible 
loans and 
warrants
 £’000
Share-based 
payment reserve 
£’000
Translation 
reserve 
£’000
Total 
£’000
Balance at 1 January 2011 502 546 (95) 953
Exchange difference on retranslation of  
net assets and results of overseas subsidiaries – – 14 14
Reserve credit for equity-settled share-based payment – 45 – 45
Equity component of loans (502) – – (502)
Balance at 31 December 2011 – 591 (81) 510
Exchange difference on retranslation of  
net assets and results of overseas subsidiaries – – 33 33
Reserve credit for equity-settled share-based payment – 63 – 63
Balance at 31 December 2012 – 654 (48) 606
Share-based payment reserve
The share-based payment reserve relates to cumulative charge made in respect of share options granted by the Company 
to the Group’s employees under its employee share option plans.
Translation reserve
Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their 
functional currencies to the Group’s presentation currency of Sterling are recognised directly in other comprehensive 
income and accumulated in the translation reserve.   Financial statements
Group
59
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
24 Operating lease commitments
Leases as lessee
At 31st December 2012, the Group has lease agreements in respect of property and equipment for which payments extend 
over a number of years. The Group enters into these arrangements as these are a cost-efficient way of obtaining the short-
term benefits of these assets. The Group lease rental charge is disclosed in note 9. There are no other material off-balance 
sheet arrangements.
The Group’s future aggregate minimum lease payments under non-cancellable operating leases are as follows:
Land and buildings Other
2012 
£’000
2011 
£’000
2012 
£’000
2011 
£’000
No later than one year 360 326 111 125
Later than one year and no later than five years 1,512 635 91 95
Later than five years 853 535 – –
Total 2,725 1,496 202 220
The above table reflects the committed cash payments under operating leases, rather than the expected charge to the 
income statement in the relevant periods. The effect on the income statement will differ to the above figures due to the 
amortisation of rent-free and discounted rent periods included in a new property lease signed in 2012. The expected 
charge in 2013 for operating leases is expected to be £103,000 higher than the committed cash payments shown above. 
The Group has guaranteed rent bonds issued by its banks on its behalf totalling £125,000 as at 31st December 2012  
(2011: £ nil). These are not expected to result in any material financial loss.
25 Principal subsidiaries
The Company’s subsidiary undertakings at 31st December 2012 are shown below. All are included in the Group financial 
statements and wholly owned directly by the Company. All subsidiaries prepare accounts up to 31st December each year 
except for Geospatial Systems Limited (formerly Realworld OO Systems Limited) which prepares accounts up to 31st March.
Subsidiary Country of incorporation Principal activity
Ubisense Limited UK Location solutions
Ubisense AG Germany Location solutions
Ubisense SAS France Location solutions
Ubisense, Inc. US Location solutions
Ubisense Solutions, Inc. Canada Location solutions
Geospatial Systems Limited UK Location solutions
 
26 Contingent consideration  
Under the contingent cash consideration arrangement, the Group is required to pay additional amounts to the vendors of 
Realworld OO Systems Limited (now Geospatial Systems Limited) based on the achievement of two separate performance 
milestones that may have arisen between 2011 and 2013 with a combined undiscounted range of outcomes between nil 
and £1,150,000. A liability of £560,000 was recognised at the acquisition date, based on management’s best estimate of the 
probability-adjusted expected cash outflow from the arrangement. £400,000 was paid in the year relating to the first milestone 
and the amount recognised for the second milestone has been reduced to nil based on most recent management estimates. 
The maturity of contingent consideration is as follows:
Notes
2012 
£’000
2011 
£’000
Current 18 – 400
Non-current 20 – 160
Total – 560 60
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the consolidated financial statements continued
For the year ended 31st December 2012
27 Financial risk management
27.1 Risk management objectives and policies
The Group is exposed to various risks in relation to financial instruments. The Group’s financial assets and liabilities by 
category are summarised below. The main types of risks are market risk, credit risk and liquidity risk. The Group is exposed 
to market risk through its use of financial instruments and specifically to currency risk and interest rate risk, which result 
from its operating activities. 
The Group’s risk management is coordinated at its headquarters, in close cooperation with the Board of Directors, and 
focuses on actively securing the Group’s short to medium-term cash flows. The Group does not actively engage in the 
trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are 
described below.
27.2 Foreign currency risk management
The Group undertakes certain transactions denominated in foreign currencies. The Group’s policy is to maintain natural 
hedges where possible, by matching foreign currency revenue and expenditure. The Group does not enter into forward 
exchange contracts to mitigate the exposure to foreign currency risk as the Group’s currency transactions are not 
considered significant enough to warrant this.
The carrying amounts of the Group’s foreign currency denominated monetary assets and liabilities at the reporting date, 
not denominated in the local functional currency, are as follows:  
US Dollars Euros
2012 
£’000
2011 
£’000
2012 
£’000
2011 
£’000
Assets 752 539 817 485
Liabilities (16) (7) (3) –
27.3 Foreign currency sensitivity analysis
The Group is mainly exposed to US Dollars and Euros. The Group seeks to manage cash inflows and outflows in each 
currency to mitigate currency exposure and exchange risk. The following table details the Group’s sensitivity to a 5% 
increase and decrease in the Sterling exchange rate against the relevant foreign currencies. The sensitivity analysis 
includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period  
end for a 5% change in foreign currency rates. A positive number indicates an increase in profit or equity.
US Dollars Euro
2012 
£’000
2011 
£’000
2012 
£’000
2011 
£’000
Effect of a 5% strengthening in relevant exchange rate on:
Income statement 37 25 39 23
Equity 37 25 39 23
Effect of a 5% weakening in relevant exchange rate on:
Income statement (40) (28) (43) (26)
Equity (40) (28) (43) (26) Financial statements
Group
61
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
27.4 Interest rate sensitivity 
During 2012, the Group had no outstanding debt facilities and so the Group’s exposure to interest rates is minimal.
The Group’s exposure to market risk for the changes in interest rates relates primarily to the Group’s bank deposits. The 
Group’s policy is to maintain flexibility and preserve capital rather than to optimise interest rates on bank deposits held, 
but the exposure to interest rate fluctuations on its deposits is reduced by placing these at fixed rates of interest with 
varying maturity dates.
The aggregate amount of the Group’s cash deposits on fixed interest terms as at 31st December 2012 was £nil  
(2011: £2.7 million). The weighted average fixed interest rate on the cash balances during the year was 1.28% (2011: 1.21%) 
and the weighted average period for which the rate is fixed was 31 days (2011: 40 days). The aggregate amount of cash 
deposits on variable interest terms held with clearing bankers as at 31st December 2012 was £2.7 million (2011: £3.3 million). 
The following table illustrates the sensitivity of the net profit of the Group for the year and equity to a possible change in 
interest rates of +0.5% and -0.5%, with effect from the beginning of the year. A positive number indicates an increase in 
profit or equity.
2012 
£’000
2011
 £’000
Effect of a 0.5% strengthening in interest rate on:
Income statement 17 32
Equity 17 32
Effect of a 0.5% weakening in interest rate on:
Income statement 16 (20)
Equity 16 (20)
27.5 Credit risk analysis
The Group’s maximum exposure to credit risk is limited to the carrying amount of financial assets recognised at the 
reporting date, as summarised in note 27.8, which are principally cash and cash equivalents and trade receivables.
Cash and cash equivalents are held at banks with good independent credit ratings in accordance with the Group Treasury 
policy. The Group continuously monitors defaults of customers and other counterparties, identified either individually or 
by group, and incorporates this information into its credit risk controls. Where available at reasonable cost, external credit 
ratings and/or reports on customers and other counterparties are obtained and used. 
The Group’s policy is to deal only with creditworthy counterparties. The Group’s management considers that its financial 
assets that are not impaired or past due for each of the reporting dates under review are of good credit quality. All 
receivables are subject to regular review to ensure that they are recoverable and any issues identified as early as possible. 
In order to manage credit risk the Directors set limits for customers based on a combination of payment history and third 
party credit references. Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt ageing 
and collection history. In addition, many of the Group’s customers, and approximately 80% by balance at any given time, 
are large utility companies and other blue-chip companies that would be considered a low credit risk.
None of the Group’s financial assets are secured by collateral or other credit enhancements. 62
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the consolidated financial statements continued
For the year ended 31st December 2012
27 Financial risk management continued
27.6 Liquidity risk analysis
Liquidity risk is the risk arising from the Group not being able to meet its obligations as they fall due. The Group seeks 
to manage this risk by ensuring sufficient liquidity is available to meet the foreseeable needs and to invest cash assets 
safely and profitably. The Group policy throughout the year has been to place surplus funds on short-term treasury 
deposit or interest bearing reserve accounts based on its cash flow forecasting. The Group manages its liquidity needs 
by carefully monitoring forecast cash inflows and outflows due in day-to-day business. Net cash requirements are 
compared to balances in order to determine headroom or any shortfalls. As disclosed in note 19, the Group entered  
into a bank facility of up to £2 million in November 2012 which had not been drawn down as at 31st December 2012.
The Group’s financial liabilities have contractual maturities as summarised below:
Current Non-current
Within 6 
months 
£’000
Between 6 and 12 
months 
£’000
Between 1 and 5 
years 
£’000
Later than  
5 years 
£’000
As at 31 December 2012
Trade and other payables 3,632 – – –
As at 31 December 2011
Trade and other payables 4,482 – 160 –
Financial assets used for managing liquidity risk
Cash flows from trade and other receivables are contractually due within six months. Cash is generally held in accounts 
with immediate notice. Where surplus cash deposits are identified these are placed in accounts with access terms of no 
more than three months.  
27.7 Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concern whilst 
maximising the return to stakeholders. The capital structure of the Group consists of cash and cash equivalents and capital 
and reserves attributable to the owners of the Company, as disclosed in the consolidated statement of financial position, 
with no outstanding debt as at 31st December 2012 or 31st December 2011.
In order to maintain or adjust the capital structure, the Group may issue shares, take on debt, sell assets to raise cash, adjust 
the amount of dividends payable to shareholders or return capital to shareholders. The Group is not subject to externally 
imposed capital requirements. The capital structure is continually monitored by the Group. As disclosed in note 19, the Group 
entered into a bank facility of up to £2 million in November 2012 which had not been drawn down as at 31st December 2012.
27.8 Categories of financial instruments
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of 
measurement and the basis on which income and expenses are recognised in respect of each class of financial asset, 
financial liability and equity instrument, are disclosed in the accounting policies in note 3. The carrying amounts presented 
in the Consolidated Statement of Financial Position relate to the following categories of financial instrument:
Notes
2012 
£’000
2011 
£’000
Financial assets
Loans and receivables:
– Trade receivables 16 7,310 7,534
– Amounts recoverable on contracts 16 2,439 1,588
– Other receivables 16 40 21
– Cash and cash equivalents 17 2,716 6,034
Total financial assets 12,505 15,177
Financial liabilities
Amortised cost:
– Trade payables 18 1,936 2,110
– Trade accruals 18 1,404 1,633
– Other payables 18 292 339
– Contingent consideration 26 – 560
Total financial liabilities 3,632 4,642 63
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Financial statements
Company
Independent auditor’s report   
To the members of Ubisense Group plc  
We have audited the parent company financial statements of Ubisense Group plc for the year ended 31st December 2012 
which comprise the parent company balance sheet and the related notes. The financial reporting framework that has 
been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally 
Accepted Accounting Practice).
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the 
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those 
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted  
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members  
as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 31, the Directors are responsible for 
the preparation of the parent company financial statements and for being satisfied that they give a true and fair view. Our 
responsibility is to audit and express an opinion on the parent company financial statements in accordance with applicable 
law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing 
Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB’s website at  
www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion the parent company financial statements:
• give a true and fair view of the state of the Company’s affairs as at 31st December 2012; 
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are 
prepared is consistent with the parent company financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, 
in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not 
been received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and returns; or 
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Other matter
We have reported separately on the Group financial statements of Ubisense Group plc for the year ended  
31st December 2012. 
Alison Seekings
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Cambridge
18th March 2013 64
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Company balance sheet
At 31st December 2012
Notes
2012
£’000
2011
£’000
Fixed assets
Investments in subsidiaries 3 15,906 16,003
Current assets
Debtors 4 7,772 8,067
Cash at bank and in hand – 2
7,772 8,069
Creditors – amounts falling due within one year 5, 7 – (400)
Net current assets 7,772 7,669
Total assets less current liabilities 23,678 23,672
Creditors – amounts falling due after more than one year 6, 7 – (160)
Net assets 23,678 23,512
Capital and reserves
Called-up share capital 8 438 433
Share premium account 9 22,251 22,031
Share-based payment reserve 9 654 591
Profit and loss reserve 9 335 457
Equity shareholders’ funds 10 23,678 23,512
The notes on pages 65 to 67 are an integral part of the Company financial statements.
The financial statements were approved by the Board of Directors on 18th March 2013 and signed on its behalf by:
Richard Green  Gordon Campbell
Chief Executive Officer   Chief Financial Officer
Registered Number: 05589712
  65
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Financial statements
Company
Notes to the Company financial statements
For the year ended 31st December 2012
1 Principal accounting policies
The separate financial statements of the Company are presented as required by the Companies Act 2006. They have been 
prepared under the historical cost convention and in accordance with applicable United Kingdom Accounting Standards 
and law. 
The principal accounting policies are summarised below. They have been applied consistently throughout the year and the 
preceding year.
The Company has taken advantage of the exemption allowed under FRS 8 “Related party disclosures” not to show 
transactions with other wholly-owned companies in the Group headed by Ubisense Group plc.
Share-based payments
The Company issues equity-settled share-based payments to certain employees of its subsidiaries. Equity-settled share-
based payments are measured at fair value at the date of grant using the Black-Scholes pricing model. The expected 
life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, 
exercise restrictions and behavioural considerations. The share-based payment is accounted for as a capital contribution 
to the subsidiaries. Investments in subsidiaries are increased by the aggregate amount of share-based payment with a 
corresponding increase in shareholders’ funds for the same amount.
Investments in subsidiaries
Fixed asset investments are shown at cost less provision for impairment. 
Deferred taxation
Deferred tax is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, 
or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and 
law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods 
different from those in which they are included in financial statements. Deferred tax assets are recognised to the extent that 
it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted.
2 Loss for the year
As permitted by Section 408 of the Companies Act 2006, the Company has elected not to present its own profit and loss 
account for the year. Ubisense Group plc reported a loss for the financial year ended 31st December 2012 of £122,000 
(2011: nil).
The Company does not have any employees (2011: nil). Directors’ emoluments are disclosed in note 7 of the consolidated 
financial statements. The Directors were not remunerated by the parent company.  66
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
3 Investments in subsidiaries
Investments in 
subsidiaries £’000
Cost and net book amount
At 1 January 2012 16,003
Contingent consideration adjustment (160)
Capital contribution relating to share-based payments 63
At 31 December 2012 15,906
Capital contribution
The capital contributions relating to share-based payments arise because the Company has granted share options to the 
employees of its various subsidiaries.
Contingent consideration adjustment
The contingent consideration adjustment relates to a reduction in the estimate of amounts payable to the vendors 
of Realworld OO Systems Limited (now Geospatial Systems Limited) as disclosed in note 26 of the consolidated 
financial statements.
Subsidiary undertakings
A complete list of subsidiary undertakings is given in note 25 of the consolidated financial statements.
4 Debtors
2012
£’000
2011
£’000
Amounts owed by subsidiary undertakings 7,769 8,067
Other debtors 3 –
7,772 8,067
5 Creditors: amounts falling due within one year
Notes
2012
 £’000
2011 
£’000
Other liabilities – contingent consideration 7 – 400
6 Creditors: amounts falling due after more than one year
Notes
2012 
£’000
2011 
£’000
Other liabilities – contingent consideration 7 – 160
    
Notes to the Company financial statements continued
For the year ended 31st December 2012 67
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Financial statements
Company
7 Maturity of financial liabilities
Notes
 2012 
£’000
2011 
£’000
In one year or less
Other liabilities – contingent consideration 5 – 400
– 400
Within one to two years
Other liabilities – contingent consideration 6 – 160
– 160
– 560
Contingent consideration
The contingent consideration related to the acquisition of Realworld OO Systems Limited (now Geospatial Systems 
Limited) in 2011 which is further described in note 26 in the consolidated financial statements.  
8 Share capital
2012
 Number
2011 
Number
2012 
£’000
2011 
£’000
Allotted, called up and fully paid
Ordinary shares of £0.02 each 21,919,744 21,657,698 438 433
  
A description of the movements in share capital in the year is given in note 21 of the consolidated financial statements. 
9 Reserves
Share 
premium
£’000
Share-based 
payment reserve 
£’000
Profit 
and loss 
reserve 
£’000
Balance at 1 January 2012 22,031 591 457
Loss for the year – – (122)
Reserve credit for equity-settled share-based payment – 63 –
Premium on new share capital 220 – –
Change in year 220 63 (122)
Balance at 31 December 2012 22,251 654 335
  
10 Reconciliation of movements in shareholders’ funds
2012 
£’000
2011 
£’000
Loss for the year (122) –
Reserve credit for equity-settled share-based payment 63 45
Issue of new share capital 5 129
Premium on new share capital 220 7,968
Share issue costs – (487)
Net change in shareholders’ funds 166 7,655
Shareholders’ funds at 1 January 23,512 15,857
Shareholders’ funds at 31 December 23,678 23,512 68
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notice of Annual General Meeting
Ubisense Group plc
(Incorporated and registered in England and Wales with registered number 05589712)
Notice is hereby given that the Annual General Meeting (“Meeting”) of Ubisense Group plc (the “Company”) is to be  
held at the offices of FTI Consulting, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB on 19th April 2013  
at 10.00 am.
You will be asked to consider and vote on the resolutions below. Resolutions 1, 2, 3, 4 and 5 will be proposed as ordinary 
resolutions and resolution 6 will be proposed as a special resolution.
Ordinary business
Report and accounts
1.  THAT the Company’s annual accounts for the financial year ended 31st December 2012, together with the Directors’ 
report and auditor’s report on those accounts, be received and adopted.
Re-election of Directors
2.  To re-elect Professor Andrew Hopper CBE, who retires by rotation and offers himself for re-appointment by  
general meeting, as a Director of the Company.
3.  To re-elect Dr. Richard Newell, who retires by rotation and offers himself for re-appointment by general meeting,  
as a Director of the Company.
Re-appointment of auditors
4.  THAT Grant Thornton UK LLP be reappointed as the Company’s auditors to hold office from the conclusion of this 
meeting until the conclusion of the next meeting at which accounts are laid before the Company and that the Directors 
be authorised to agree the remuneration of the auditors.
Special business
Issue of Ordinary Shares
5.  THAT the Directors be hereby generally and unconditionally authorised and empowered pursuant to and in accordance 
with Section 551 of the Companies Act 2006 (the ”Act”) to exercise all the powers of the Company to allot shares and/or 
grant rights to subscribe for or to convert any security into shares (“Rights”):
 a.  up to an aggregate nominal value of £146,172 (being the nominal value of approximately one third of the issued 
share capital of the Company); and
 b.  up to an aggregate nominal value of £30,000 in connection with options granted in accordance with the Company’s 
articles of association prior to the Company’s admission to trading on the AIM Market of the London Stock Exchange,
  such authorities to expire on the earlier of the next Annual General Meeting of the Company held after the date on 
which this resolution becomes unconditional and the date 15 months after the passing of this resolution, save that the 
Company may at any time before such expiry make any offer(s) or enter into any agreement(s) which would or might 
require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares or grant Rights 
in pursuance of any such offer(s) or agreement(s) as if the authority conferred hereby had not expired. This resolution 
revokes and replaces all unexercised authorities previously granted to the Directors to allot shares or grant Rights but 
without prejudice to any allotment of shares or grant of Rights already made, offered or agreed to be made pursuant to 
such authorities. Shareholder information
69
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
6.  THAT subject to and conditional upon the passing of resolution number 5 above, the Directors be and are hereby 
generally authorised in accordance with Section 570 of the Act to allot equity securities (as defined in Section 560 of 
the Act) of the Company for cash as if Section 561(1) of the Act did not apply to any such allotment, provided that this 
authority shall be limited to:
 a.  the allotment of equity securities in connection with an offer by way of rights in favour of the holders of equity securities 
in proportion (as nearly as may be possible) to the respective number of ordinary shares of £0.02 each held by them, 
but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with 
fractional entitlements or legal or practical problems in respect of overseas holders or otherwise;
 b.  the allotment of equity securities in connection with options granted in accordance with the Company’s articles of 
association prior to the Company’s admission to trading on the AIM Market of the London Stock Exchange up to  
an aggregate nominal value of £30,000; and
 c.  the allotment of equity securities (otherwise than pursuant to sub-paragraphs (a) and (b) above) up to a maximum 
aggregate nominal value of £65,777 (being the nominal value of approximately 15%. of the issued share capital of 
the Company),
  and this authority shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company 
held after the date on which this resolution becomes unconditional and the date 15 months after the passing of this 
resolution save that the Company may make any offer(s) or enter into any agreement(s) before such expiry which would 
or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant 
to any such offer(s) or agreement(s) as if the authority conferred hereby had not expired. This resolution revokes and 
replaces all unexercised authorities previously granted to the Directors to allot equity securities but without prejudice to 
any allotment of equity securities already made, offered or agreed to be made pursuant to such authorities.
By order of the Board
Gordon Campbell         
Company Secretary 
Ubisense Group plc 
St Andrew’s House
St. Andrew’s Road
Chesterton
Cambridge
CB4 1DL
18th March 2013 70
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Notes to the notice of Annual General Meeting
Entitlement to attend and vote
1.  Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the 
Company’s register of members at:
 • at the time which is 48 hours prior to the Meeting; or,
 • if this Meeting is adjourned, at the time which is 48 hours prior to the adjourned meeting,
 shall be entitled to attend and vote at the Meeting.
Appointment of proxies
2.  If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, 
speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures 
set out in these notes and the notes to the proxy form.
3.  If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right 
to appoint any proxies under the procedures set out in this “Appointment of proxies” section. Please read the section “Nominated persons” below.
4.  A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the 
Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at 
the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
5.  You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more 
than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may photocopy the proxy form. Please indicate the 
proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed 
the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and 
should be returned together in the same envelope. Failure to specify the number of shares to which each proxy appointment relates or specifying more 
shares than the number of shares held by you at the time set out in note 1 above will result in the proxy appointments being invalid.
6.  A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting 
indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks  
fit in relation to any other matter which is put before the Meeting.
Appointment of proxies using hard copy form
7. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
 To appoint a proxy using the proxy form, the form must be:
 • completed and signed;
 • sent or delivered to The Company Secretary, Ubisense Group plc, St. Andrew’s House, St. Andrew’s Road, Chesterton, Cambridge CB4 1DL  
  or emailed to The Company Secretary at companysecretary@ubisense.net; and
 • received by The Company Secretary no later than 48 hours prior to the time set for the start of the Meeting.
  CREST members should use the CREST electronic proxy appointment service and refer to note 8 below in relation to the submission of a proxy 
appointment via CREST.
  In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the 
company or an attorney for the company.
  Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included 
with the proxy form.
  In each case the proxy appointment must be received not less than 48 hours before the time for the holding of the Meeting or adjourned meeting together 
(except in the case of appointments made electronically) with any authority (or notarially certified copy of such authority) under which it is signed.
Appointment of proxies through CREST
8.  As an alternative to completing the hardcopy proxy form, CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic 
proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual. CREST 
Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to 
their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 
  In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly 
authenticated in accordance with Euroclear UK & Ireland Limited’s (“EUI”) specifications and must contain the information required for such instructions, 
as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction 
given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Company’s agent (ID: RA 10) by not later 
than 48 hours prior to the time appointed for the Meeting or adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as 
determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message 
by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be 
communicated to the appointee through other means.
   Shareholder information
71
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
  CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special 
procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy 
Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored 
member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be 
necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, 
where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning 
practical limitations of the CREST system and timings.
   The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities 
Regulations 2001.
Appointment of proxy by joint members
9.  In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior 
holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in 
respect of the joint holding (the first-named being the most senior).
Changing proxy instructions
10.  To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of 
proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time 
will be disregarded.
  
  Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, 
please contact The Company Secretary, Ubisense Group plc, St. Andrew’s House, St. Andrew’s Road, Chesterton, Cambridge CB4 1DL.
  If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
Termination of proxy appointments
11.  In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke 
your proxy appointment to The Company Secretary, Ubisense Group plc, St. Andrew’s House, St. Andrew’s Road, Chesterton, Cambridge CB4 1DL. In 
the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the 
company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified 
copy of such power or authority) must be included with the revocation notice.
  The revocation notice must be received by The Company Secretary not less than 48 hours before the time for holding the Meeting or adjourned meeting.
  If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your 
proxy appointment will remain valid.
  Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in 
person, your proxy appointment will automatically be terminated.
Corporate representatives
12.  A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided 
that no more than one corporate representative exercises powers over the same share.
Issued shares and total voting rights
13.  As at 5.00 p.m. on date before the date of this notice, the Company’s issued share capital comprised 21,925,786 ordinary shares of £0.02 each. Each 
ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 
5.00 p.m. on the date before the date of this notice is 21,925,786.
Nominated persons
14.  If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights (“Nominated Person”):
  You may have a right under an agreement between you and the member of the Company who has nominated you to have information rights (“Relevant 
Member”) to be appointed or to have someone else appointed as a proxy for the Meeting.
  If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and 
the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights.
  Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you 
should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the 
Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
Communication
15.  Except as provided above, members who have general queries about the Meeting should use the following means of communication:
 •   calling The Company Secretary on +44 (0) 1223 535165; 
 •  or calling our shareholder helpline on 0870 707 1131 or +44 (0) 870 707 1131 from outside of the UK. Lines are open Monday to Friday,  
9.00 a.m. to 5.00 p.m.; or
 • emailing The Company Secretary at companysecretary@ubisense.net
 You may not use any electronic address provided either:
 • in this notice of Annual General Meeting; or
 • any related documents (including the proxy form),
 to communicate with the Company for any purposes other than those expressly stated. 72
Ubisense Group plc
Annual Report & Accounts for the 
year ended 31st December 2012
Registered Office
Ubisense Group plc
St. Andrew’s House
St. Andrew’s Road
Chesterton
Cambridge CB4 1DL
Tel: +44 (0)1223 535 170
Fax: +44 (0)1223 535 167
Website: www.ubisense.net
Public Relations Advisors
FTI Consulting
Holborn Gate
26 Southampton Buildings
London WC2A 1PB
Nominated Advisors and Brokers
Canaccord Genuity Limited
88 Wood Street
London EC2V 7QR
Lawyers to the Company
Mills & Reeve LLP
Cambridge Office:
Francis House
112 Hills Road
Cambridge CB2 1PH
Auditor
Grant Thornton LLP
Cambridge Office:
101 Cambridge Science Park
Milton Road
Cambridge CB4 0FY
Advisers Vision
In 2017, Ubisense will be the market leader in location-
based solutions by building the most effective team and 
technology in the world to provide outstanding location 
products and solutions.
The mission is clear:
to be the leading location solutions 
provider delivering real-time  
visibility and control for global  
industrial companies.
Ubisense location solutions offer unparalleled 
scalability to cover complex global operations 
and a level of precision that can detect the 
subtlest nuances in industrial environments 
where objects are constantly on the move.  
With a proven reliability, our solutions are used 
in critical commercial operations and cutting 
edge research programs around the globe.
More on Real-Time Location Systems p06
The world’s largest and most successful 
utility and telecommunications companies 
partner with Ubisense for Geospatial Systems 
that drive efficient and effective operations. 
Ubisense customers lead their industries in 
safety, reliability and customer satisfaction. 
Our solutions helped get them where they 
are and enable them to maintain the highest 
operational standards, every day.
More on Geospatial Systems p10
Real-Time Location Systems Geospatial Systems
Shareholder information
Visit us online
Find out more about our divisions, 
customers and partners.
www.ubisense.net St. Andrew’s House
St. Andrew’s Road
Chesterton
Cambridge CB4 1DL
Tel: +44 (0)1223 535 170
Fax: +44 (0)1223 535 167
www.ubisense.net
Location
Innovation
Transformation
Annual Report 2012
Ubisense Group plc Annual Report 2012