Sygen International plc
annual report and accounts 2002
Sygen International plc annual report and accounts 2002
ADDING VALUE
THROUGH TECHNOLOGY
Sygen R&A 2002 4pp cover+spine  1/10/02  9:49 am  Page 1 Notice of annual gen
Notice is hereby given that the fifth A
Sygen International plc will be held a
61-65 Great Queen Street, London 
6 November 2002 at 2:00 p.m. for t
As Ordinary Business
1 To receive the accounts and repor
for the year ended 30 June 2002.
2 To declare a final dividend for the y
3 To elect I G T Ferguson as a direc
4 To re-elect J H Anderson as a dire
5 To re-elect J A Harvey as a directo
6 To re-elect J W Meister as a direct
7 To re-appoint PricewaterhouseCoo
the directors to determine their remu
As Special Business
To consider and if thought fit, pass t
resolution:
8 THAT the Board be and it is hereb
authorised to exercise all powers of 
ties (within the meaning of Section 8
an aggregate nominal amount of £9
shall expire at the conclusion of the 
the passing of this resolution save th
expiry make an offer or agreement w
securities to be allotted after such ex
vant securities in pursuance of such
authority conferred hereby had not e
To consider and if thought fit, pa
cial resolutions:
9 THAT subject to the passing of Re
hereby empowered pursuant to Sec
to allot equity securities (within the m
as if Section 89(1) of the said Act did
authority shall be limited to:
(1) the allotment of equity securities
a scrip dividend alternative in fav
the equity securities respectively
ordinary shareholders are propo
respective numbers of ordinary s
exclusions or other arrangement
or expedient in relation to fractio
problems under the laws of, or r
latory body or stock exchange in
(2) the allotment (otherwise than pu
of equity securities up to an agg
This power shall expire at the co
Meeting of the Company or 15 mon
is the earlier, save that the Company
offer or agreement which would or m
allotted after such expiry and the Bo
suance of such offer or agreement a
not expired.
Sygen’s mission is to be the leader in creating value
through the innovative application of quantitative genetics
and biotechnology to animal breeding.
Contents
1 Financial highlights
2 Chairman’s statement
4 Chief executive’s review
10 Finance director’s report
11 Board members
12 Directors’ report
14 Corporate governance
16 Remuneration report
20 Directors’ responsibilities
20 Independent auditors’ report
21 Group profit and loss account
22 Segmental analysis of results
23 Group statement of total recognised
gains and losses
23 Group reconciliation of movement in
equity shareholders’ funds
24 Balance sheets
25 Group cash flow statement
26 Notes to the accounts
39 Five year summary 1998-2002
40 Shareholder information
41 Notice of annual general meeting
Design consultants, Tor Pettersen & Partners Ltd. Printed in England by The Colourhouse.
Sygen R&A 2002 4pp cover+spine  1/10/02  10:02 am  Page 2 (1,1) Sygen annual report and accounts 2002 1
NEW PERFORMANCE MARKERS
Financial highlights 2002 2001
(restated)
£m £m
Turnover 164.7 175.4
EBITDA 17.5 14.5
Operating profit 12.2 9.2
Profit after tax and exceptional items 10.8 23.1
Cash inflow from operations 12.0 14.2
Dividend per share 0.5p 0.0p
Earnings per share – basic 3.7p 7.9p
Earnings per share – adjusted to eliminate exceptional items 2.8p 0.3p
Return on capital employed 29% 22%
2000
(4.6)
2001 2002
9.2
12.2
Operating profit £m Profit before tax £m EBITDA £m
2000
2001 2002
(1.8)
9.9
12.7
2000 2001 2002
3.8
14.5
17.5
2057/tp/Sygen R&A 2002/p4  30/9/02  5:31 pm  Page 1 2 Sygen annual report and accounts 2002
Brian Baldock chairman
Chairman’s statement
I am pleased to report the Group’s
second consecutive year of significant
profit growth. We have seen progress
across all of our regions. The 52%
increase in gross profit contribution
from sales of products differentiated by
PICmarq™ biotechnology continues to
illustrate that our investment in Research
and Development is delivering value to
our customers.
DELIVERING
SUSTAINABLE GROWTH
Following the restructuring of 2000 and 2001, Sygen has been focusing
on three key strategic objectives – growing the core PIC business,
continuing to increase our technical differentiation, and investigating how
best to enter the genetic improvement market in food animal species
other than pigs. We have made very good progress in all three areas.
Our profit growth in 2002 has enabled the Board to recommend 
a dividend this year – the first since Sygen emerged as an independent
company in 1998. 
I am pleased that we have been able to continue to strengthen
Sygen’s Board with two experienced additions. John Adams joined
Sygen as Finance Director in October 2001 and the addition of Iain
Ferguson, who has an outstanding scientific and commercial background
in Unilever, as a new Non-Executive Director has brought valuable skills
to the Board too. I would also like to thank Tom Urban for his invaluable
contribution during his three years as a Non-Executive Director. Tom’s
insight into the business of delivering technology through agricultural
seed stock provided an important input to Board discussions. 
Operating environment and growth in profitability
Total meat consumption has doubled in the past 20 years and is forecast
by the Food and Agriculture Organisation of the United Nations to grow
2%-3% per year for the next ten years. Much of this growth will be driven
by the industrialisation of the developing world. Sygen has benefited
particularly from continued growth in pork consumption, and the Group’s
presence in several targeted developing countries should allow us to
benefit from this trend.
Pig market conditions were challenging in this past year. Firstly, the
lingering effects of Foot and Mouth Disease kept our UK customers
and our European business from returning to profit. It has also led to a
significant decrease in the size of the UK pig market. Secondly, both the
Americas and European regions entered a downturn in the pig cycle in
the second half of the year. Despite these difficult market conditions, all
regions were able to improve their performance. This is primarily due to
the change in the business model we have been implementing over the
last few years.
In addition to very good growth in operating profits, we have
continued to improve our return on capital employed, net cash position
and adjusted earnings per share.
Technical differentiation
We continue to grow both our investment in new technology and
the subsequent return from this investment. Nearly all our products
have now been improved in one way or another using PICmarq™
technology. We had an excellent year with seven new PICmarq™
2057/tp/Sygen R&A 2002/p4  30/9/02  5:31 pm  Page 2 Sygen annual report and accounts 2002 3
patents granted, demonstrating the increasing efficacy of our Research
and Development teams.
Investigating new markets
We have also been reviewing the breeding stock market of all food
animal species. Our first venture into species other than pigs is in the
rapidly growing shrimp breeding market. We are part of a consortium
that received an US$8.2 million research grant from the US Department
of Commerce to develop innovative biotechnology for application in the
shrimp industry. The partners in this consortium bring together expertise
in areas of genetics, healthy production systems and nutrition. We
expect to be able to exploit our exclusive rights to take the genetic
technology to market through our recently established subsidiary,
SyAqua. SyAqua has been reviewing methods of utilising our existing
quantitative genetics and biotechnology science to enter the breeding
stock market. This application to shrimp will lead to improvements in
meat quality and disease resistance.
Outlook
Our investment in Research and Development will increase again this
year. We will also begin to invest in the commercial aspects of our new
SyAqua business, and we will complete the implementation of our global
Information Systems project. The revenue investment in the last two
items is not expected to exceed £1.5 million this year.
The strategy we have implemented over recent years means that
PIC is much less exposed to the pig cycle than was the case during the
previous downturn. We are confident that 2003 will see Sygen making
further progress on several fronts as we invest for future growth.
Brian Baldock
Chairman
It takes more than just breeding
PIC continues to be the international
leader in providing genetically superior
pig breeding stock and technical support
for maximising genetic potential to
commercial pork producers. Operating
for over 40 years, PIC’s success is
attributed to its thorough concentration
and significant investment in aspects of
genetics, technology and health.
Making a splash
With the commencement of our research
in applying genetics and biotechnology
to shrimp production, SyAqua has been
established as Sygen’s commercial
breeding stock business in aquaculture.
2057/tp/Sygen R&A 2002/p4  30/9/02  5:31 pm  Page 3 4 Sygen annual report and accounts 2002
Sygen
Producers
Farmers
Proce  
Chief executive’s review
Sygen’s goal remains to be the leader
in creating value through the innovative
application of quantitative genetics and
biotechnology to animal breeding. Our
products, technology and people have
enabled Sygen to meet this goal in the
pig industry. We intend to build our
presence in animals other than pigs,
starting with shrimp.
Phillip David chief executive
Sygen achieved a profit before tax and exceptional items of £13.0 million,
40% ahead of last year. This performance was particularly significant,
given the lingering impact of Foot and Mouth Disease in Europe and
the declining market prices in North America and Europe experienced
in the second half of the year. 
Much of the improvement in our operating performance can be
attributed to the continued execution of our strategy to reduce the
impact of market risk and volatility on our business model, and to improve
the quality of our earnings. In 2002, we sold another farm in Europe,
further reducing the amount of our internal breeding production, and we
also increased the proportion of our business related to indirect, or royalty
based, sales to insulate our business model further from pig price volatility.
Unit Volumes increased by 7.1% to 2.1 million parent equivalents
over the prior year and the proportion of breeding stock sold on an
indirect/royalty basis, increased from 66% to 69%. This change in the
mix resulted in a £2.5 million decrease in expense from the three regions
1997 1998 1999 2000
0.6m
1.2m
European Community FP IV – Characterisation of
genetic variation in the European pig to facilitate the
maintenance and exploitation of biodiversity.
European Community FP IV – Identification of quantitative trait loci for
production traits in commercial pig populations. 
2057/tp/Sygen R&A 2002/p4  30/9/02  5:31 pm  Page 4 Sygen annual report and accounts 2002 5
e  ssors
Distributors
Retailers
Consumers
FIRST LINK IN DEVELOPING A
QUALITY SUPPLY CHAIN
Research grants
Sygen and its research partners compete very successfully for research grants from
Government agencies on both sides of the Atlantic Ocean. Since 2000, Sygen-
supported projects have received almost £10 million from Government research
funding agencies. The following examples are illustrations of this success. In addition,
significant animal health research funding is provided for US institutions through the
Biotechnology Research Development Corporation, of which Sygen is a shareholder.
European Community FP V – Identification of genes
expressed during Haemophilus parasuis infections of pigs. 0.6m
2001 2002 2003 2004 2005 2006 2007
European Community FP V – New gene tools to improve pig welfare and
the quality of pork. 2.2m
US Department of Commerce, NIST-ATP – Biosecure Zero-Exchange Shrimp Technology (BioZEST): a paradigm shift for the US
industry. US$8.2m
UK BBSRC exploiting genomics – Porcine Reproductive and Respiratory Virus (PRRSv): genetics of host responses. £1.2m
2057/tp/Sygen R&A 2002/p4  30/9/02  5:31 pm  Page 5 6 Sygen annual report and accounts 2002
1994-1999
First patents granted for Litter Size
marker in USA and Australia.
Second patent granted for Litter Size
marker in USA.
1999-2000
Two patents granted for new Litter Size
markers in USA.
First patents granted for Coat Colour
marker and a fourth Litter Size marker.
More for less
Sygen’s genetic marker, PT1, a gene
test that identifies pigs whose offspring
use less feed, grow leaner and produce
less waste output, was recognised
with a top 100 R&D award for
research innovation.
Biotechnology, our ‘X’ factor
We are confident that we can deliver
consistent sustainable results because
of our leading quantitative genetics and
biotechnology. These ensure that we
can offer superior products throughout
the global meat supply chain.
Turning the tide on shrimp
imports into the US
The US Department of Commerce
awarded PIC Inc and three other
partners a research grant of
US$8.2 million to develop an
economically viable, environmentally
responsible and sustainable production
system for shrimp. This is an important
step in our strategy of leveraging our
quantitative genetics and biotechnology
across multiple animal species.
PATENTLY BETTER
2057/tp/Sygen R&A 2002/p4  30/9/02  5:32 pm  Page 6 Sygen annual report and accounts 2002 7
and an improvement in net margin before corporate and research
expenses from £10.86 per unit to £12.14 per unit.
Operating performance improved in every region again this year.
Research and Development expenses were increased by 25% to
£6.9 million, and the remaining corporate expenses increased by less
than 6%.
Profit after tax including exceptional items (which include Dalgety
residual issues) was £10.8 million. Earnings per share before exceptional
items were 2.8 pence, or 3.7 pence after accounting for the net positive
exceptional items. 
Technology
We have made great progress in the development of our technologies.
Eleven new patent applications were filed and seven new PICmarq™
patents were granted during the year. New products incorporating DNA
genomics technology were launched in several countries, including
animals selected to be resistant to a specific bacterial pathogen. Gross
profit from sales of biotechnology products (PICmarq™) increased by
52% to £3.2 million.
Record results were achieved at the PIC Canadian Genetic Nucleus
Farm and good increases in the rate of genetic improvement were also
made in the US and French Genetic Nucleus Farms. This, together with
an increase in the speed of dissemination due to our recent re-design of
the production chain, is providing our customers with faster access to
improved genetics. In addition, as a result of an increase in the transfer
of genetic technology between our three Genetic Nucleus Farms, a
global genetic improvement programme was designed and established
during the year, to serve the differing needs of individual customers in
their local markets. This structure is unique to PIC amongst pig genetic
improvement companies. 
Sygen’s investment in genetics and biotechnology provides
technologies applicable to multiple animal species. The focus of the
genomics programme is the end-product quality (e.g. eating quality)
and animal health and welfare. Evidence of our leadership in this area
can be seen in our scientists’ involvement in a significant new project
looking at both meat quality and stress. This project was initiated with
the support of the European Community and involves research groups in
France, Spain, Ireland and UK. Other new projects, also with government
support, are underway in the areas of animal behaviour and disease
susceptibility. 
2000-2002
First European patent granted for
aLitter Size marker.
New patents granted for Disease
Resistance marker in Australia and
New Zealand.
First patent for Coat Colour markers
granted in USA.
Patents granted for two further Litter
Size markers in USA.
Second European patent for Litter
Size marker and first European patent
for Coat Colour markers granted.
First patent on breed identification
granted.
2057/tp/Sygen R&A 2002/p4  30/9/02  5:32 pm  Page 7 8 Sygen annual report and accounts 2002
Growing profits
The chart below shows the contribution
of gross profits from biotechnology
products (PICmarq™) to the Company’s
gross profits over the last three years.
APPLYING BIOTECHNOLOGY
PROMOTES GROWTH
2000  £0.2m 2001  £2.1m 2002  £3.2m 
2057/tp/Sygen R&A 2002/p4  30/9/02  5:32 pm  Page 8 Sygen annual report and accounts 2002 9
Principles 4 better living
Sygen is currently a constituent of the
FTSE4Good Index Series, which is an
index series for socially responsible
investment designed by FTSE. To be
included in FTSE4Good, companies
have to satisfy criteria based on
three principles: working towards
environmental sustainability; developing
positive relationships with stakeholders;
upholding and supporting universal
human rights.
Our rich gene pool
Over 1,000 people work for Sygen
around the world. We have an excellent
combination of technical, sales, people
management, finance, production
and marketing skills. We have global
technology, leadership and business
training programmes in place to ensure
our employees continue to have the
skills we require.
People
At the end of the year, Sygen had 1,044 employees around the world.
We have an excellent combination of technical, sales, people
management, finance, production and marketing skills. The diversity in
their backgrounds and abilities is the right mix to listen to our customers
and develop innovative, technical-based solutions to meet local needs.
We have global technology, leadership and business training
programmes in place to ensure our employees continue to have the skills
we require. Sygen people create the technical differentiation, build the
customer relationship, and work closely with our multipliers-partners to
ensure our customers have a competitive advantage in the marketplace. 
PIC Americas; operating profit £26.4 million
(FY2001: £25.0 million profit)
Continued change in the mix to an increased proportion in indirect sales
(78% in 2002 compared to 75% in the prior year) has enabled a 6%
increase in operating profit to £26.4 million in this region. Total unit
volumes have increased by 7% and expenses decreased by 6%. Margin
per unit decreased £2.10 in this region, one-third due to this mix effect
with most of the balance due to decreased gross margin in Mexico. The
year-on-year decrease of £1.6 million in profits from Mexico was due to
an increase in import costs following the closure of a nucleus farm due
to disease concerns. All other countries in this region improved profit
year-on-year.
PIC Europe; operating loss £1.8 million
(FY2001: £4.2 million loss)
Results in almost every country in Europe improved over the prior year.
This region grew unit volumes by 11% and breeding stock gross margin
by £2.7 million, whilst expenses were reduced by £0.5 million. Despite
increased production losses at the nucleus herd of £1.0 million due to
low slaughter pig prices and the first half impact of Foot and Mouth
Disease, the year-on-year reduction in operating losses was £2.4 million.
Although the overall operating loss of £1.8 million was larger than we
expected, very good progress has been made in Europe. The second
half loss was £0.4 million and excellent cash management resulted in
afull year positive cash flow of £1.5 million.
PIC Asia; operating profit £0.6 million 
(FY2001: £0.1 million loss)
This was the first full year of operating profit in this region. Asia benefited
from exiting the Vietnamese business, improved results from franchises
and moving from the start-up phase in Thailand to sales from local
contract production. The business in China remains a key area of
focus as we continue to grow and reinvest its positive cash flow back
into that country.
SyAqua
We announced in November last year that Sygen would be using its
technical skills and global presence to become involved in the breeding
stock business for other food animals. As mentioned previously, our first
step in this direction has been to apply for, and receive, a research grant
to conduct some fundamental research on shrimp genetic improvement,
as part of a broader research project. Shrimp is the number one
preferred seafood choice in USA and it is the largest food import into the
USA, a market worth over US$3.0 billion. The total worldwide farmed
shrimp market is estimated at US$6-7 billion. To accommodate these
new developments, we have formed a new subsidiary, SyAqua, to
bring this technology to market. We expect to begin to invest in the
commercialisation of this research in this new financial year.
Future
Sygen’s goal remains to be the leader in creating value through the
innovative application of quantitative genetics and biotechnology to
animal breeding.
Our products, technology and people have enabled Sygen to meet
this goal in the pig industry. We intend to build our presence in animals
other than pigs, starting with shrimp.
Phillip J. David
Chief Executive
2057/tp/Sygen R&A 2002/p4  30/9/02  5:32 pm  Page 9 10 Sygen annual report and accounts 2002
Finance director’s report
Taxation
During the year, we restructured our tax organisation and commenced a
global tax optimisation project, the results of which we are beginning to
recognise. The tax charge for the 2002 financial year, before exceptional
items, was £4.7 million or 36% of profits, which compared with a rate
of 88% in the prior year. Including exceptional tax items, which were
primarily releases of provisions booked in the prior year, the total tax
charge for the 2002 financial year was £1.9 million.
Earnings per share
Basic earnings per share were 3.7 pence compared with earnings per
share of 7.9 pence (restated to reflect impact of FRS 19) in the prior year.
However, exceptional items of £22.0 million, primarily due to excess
provisions and accruals, were released to our profit and loss account for
the year ended June 2001, thereby increasing the stated earnings per
share. Excluding these exceptional items, earnings per share in the prior
year were 0.3 pence (restated to reflect impact of FRS 19). Excluding
exceptional items in the 2002 financial year, our earnings per share were
2.8 pence, which is an increase of almost ten times over the prior year.
Dividends
A final dividend of 0.5 pence per share is recommended for the year.
No interim dividend was paid. No dividends were paid in respect of the
2001 financial year.
Dalgety residual assets and liabilities
As at the year end, the net liabilities related to Dalgety residuals
amounted to £14.7 million, versus £29.3 million at the prior year end.
The decrease is due primarily to the resolution and payment of tax 
related liabilities that had been provided for in the prior year. The remaining
liabilities consist primarily of unfunded pensions and surplus property
leases and which are expected to unwind over an extended number 
of years.
Financial resources 
In addition to our net cash balance of £30.1 million, Sygen has two
facilities with a US financial institution. The first is a term loan, the original
amount of which was US$15 million. The loan amortises with quarterly
payments of US$750,000 and is to be repaid in full on 31 March 2003.
As at the year end, US$7.5 million was outstanding. The second facility
is a revolving line of credit in the amount of US$5 million, none of which
has been drawn. The rates of these facilities are variable.
Foreign currency exposure
Sygen maintains international operations giving rise to exposure from
foreign currency fluctuations. The principal overseas currency is the US
Dollar, and based on financial year 2002 earnings, a 5% change in the
average US dollar rate would affect operating profit by approximately
£1.0 million. Each year, a foreign currency exposure review is completed
to identify major translation exposures that affect both our balance sheet
and profit and loss account. Our position is to hedge large identifiable
transaction exposures that occur in a given financial year to minimise the
exposure to currency valuation and market volatility. 
John Adams
Finance Director
Sygen’s financial performance for the financial year ended 30 June 2002
represented a second consecutive year of substantial progress. Profit
improvements were achieved across all operating regions for the second
consecutive year, with Asia achieving its first full year of profitability. Profit
before tax and exceptional items was £13.0 million, an increase of 40%
compared with £9.3 million in the prior year. Profit before tax but after
exceptional items was £12.7 million. Attributable profit after tax and
exceptional items was £10.8 million. 
Cash position
We have made continued efforts to manage capital expenditure and
working capital tightly and effectively. This, combined with improved
operating performance, resulted in an increase in our net cash. At the
year end, our gross cash position was £36.7 million and, with debt
of £6.6 million, net cash was £30.1 million. Net cash increased by
11% from £27.0 million at the end of the prior year to £30.1 million,
despite the payment of £11.3 million related to residual items.
Exceptional items
During the past year, the net exceptional benefit for the year was
£2.5 million. The exceptional items are described below.
In October 2001, one of our insurance providers declared insolvency.
This provider was insuring a number of contingent liabilities relating to the
sale of businesses in prior years. A provision of £2.9 million was made
in respect of any potential claims and associated costs that may arise.
Provisions had also been made in prior periods for the future leases of
surplus properties owned by Sygen. Re-negotiation of these leases
resulted in a reduction in the surplus property provision of £1.6 million.
In addition, an accrual of £0.5 million in connection with lower than
anticipated liquidation costs of a former Dalgety business was released
and consequential expenses of £0.2 million were charged. The net
impact of these exceptional items in the year was a £1.0 million expense.
Net interest income for the year was £1.5 million, of which
£0.7 million was exceptional interest income. This exceptional interest
income related primarily to Dalgety residual tax items. 
Finally, in previous periods, we had provided for a residual tax liability
in excess £10 million, of which £8.3 million was paid in the first half of
the year. In May 2002, we were advised that no further obligations were
outstanding in relation to that liability and consequently, a £1.8 million
exceptional provision was released. In addition, during the year, we
booked a provision for a deferred exceptional tax credit of £1.0 million
related to exceptional expenses that have been accrued. This tax credit
is not deductible for tax purposes until the expenses have been paid.
The total tax benefit related to exceptional items during the year was
£2.8 million.
2000 2001 2002
£18
£27
£30
Net cash (millions)
2057/tp/Sygen R&A 2002/p4  30/9/02  5:32 pm  Page 10 Sygen annual report and accounts 2002 11
Board members
Finance Director
Joined the Board as Finance Director in October
2001. He is also responsible for the Group’s
Information Technology function. He was formerly
Chief Financial Officer of PeoplePC Inc, an internet
infrastructure company based in San Francisco. He
has also previously held various strategic and financial
planning positions at The Walt Disney Company,
Pepsi-Cola Company and Hewlett-Packard. He holds
a BA in Economics and an MBA. Age 40; US citizen.
Chief Executive
Joined PIC in 1982 as a geneticist. He was appointed
President of PIC Americas and Asia in 1990. In 1994,
he was appointed Chief Executive of PIC. He was
appointed to the Board in February 1998 and was
appointed Chief Executive of the Group in October
1998. He holds a PhD in Genetics. Age 49; US citizen.
Chairman
Joined the Board in February 1993 and was
appointed Chairman on 1 January 1999. He is a
member of the Remuneration and Audit Committees.
He is also Chairman of MENCAP, Wellington Finance
Limited and First Artist Corporation plc. He is a non-
executive director of Marks and Spencer p.l.c. and
Cornhill Insurance PLC. He is also a Fellow of the
Royal Society of Arts, a companion of the British
Institute of Management and a Fellow of The
Chartered Institute of Marketing. Age 68; UK citizen.
Non-Executive Director
Joined the Board on 1 November 1999. He is
Chairman of the Audit Committee and a member of
the Remuneration Committee. He is also Executive
Chairman of Tibbett & Britten Group plc, Chairman of
TRANSAID Worldwide Services Limited and Cranfield
Center for Logistics and Transportation Advisory
Board. He is also a Fellow of The Chartered Institute
of Transport, The Institute of Logistics and a Fellow
and director of The Institute of Grocery Distribution.
Age 66; UK citizen.
President – PIC Americas
Joined PIC in 1995 after having previously been employed
with PIC for 10 years. He was appointed President
of PIC Americas in October 1997 and was appointed
to the Board in October 1998. He has held various
positions within PIC, including Group Technical Director
where he was responsible for PIC’s long term technical
research and global improvement programmes. He also
spent three years as Senior Vice President of Production
with Premium Standard Farms. He holds an MBA and is
a Doctor of Veterinary Medicine. Age 49; US citizen.
Managing Director – PIC Asia and SyAqua
Joined PIC in 1991 and was appointed to the Board
in February 1999. He was formerly managing director
of PIC Western Europe for three years and president
of PIC USA for four years. Prior to those positions,
he was responsible for the US sales and marketing
function. He also spent eleven years at Monsanto
Company in various technical and marketing
capacities. He holds a PhD in Livestock Genetics.
Age 51; US citizen.
Non-Executive Director; Senior Independent Director
Joined the Board on 9 February 1999. He is
Chairman of the Remuneration Committee and a
member of the Audit Committee. He retired from
Kings Super Markets Inc., New Jersey, as President
and Chief Executive Officer in 1998 after 24 years
with the Group. He is currently a Director of Franklin
Publishing Company and Quick Chex stores, and a
Member of the Advisory Board of PNC Bank, NA, NJ.
Age 60; US citizen.
Non-Executive Director (from 1 July 2002)
Joined the Board on 1 July 2002. He is a member of
the Remuneration and Audit Committees. He is Senior
Vice-President, Corporate Development, of Unilever.
He is a Fellow and Vice President of the Institute
of Grocery Distribution, a Commissioner on the UK
Government’s Policy Commission on the Future
of Farming and Food and a non-executive director
of the British Nutrition Foundation and Rothamsted
Experimental Station Limited. He is also a Member of
the UK’s DTI Foresight Group and Honorary Treasurer
and Chairman of the Finance Committee of the Food
and Drink Federation. Age 47; UK citizen.
Company Secretary
Joined the Group in 1989 and was appointed Company
Secretary in 1999. Age 32; Singapore citizen.
Brian Baldock 
CBE
Phillip David John Adams
James Anderson Gregg BeVier John Harvey
CBE
James Meister Iain Ferguson Dorothy Lee
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 11 12 Sygen annual report and accounts 2002
The directors present their report and the audited financial statements for
the year ended 30 June 2002.
Principal activity
The principal activity of the Group is the application of quantitative
genetics and biotechnology to animal breeding. The development of the
business of the Group is reviewed on pages 1 to 10.
Dividends
The Board recommends a final dividend of 0.5 pence per ordinary share
in respect of the year ended 30 June 2002 to be paid on 2 December
2002 to ordinary shareholders who are on the register on 1 November
2002. No interim dividend in respect of the year was paid.
Share capital
At 30 June 2002, there were 293,726,167 ordinary shares in issue.
Changes in the ordinary share capital during the year are given on
page 34.
Directors
The directors at the date of this report and their biographical details are
listed on page 11. A complete list of directors who served during the
year is shown in the Remuneration Report on page 18.
I G T Ferguson was appointed a non-executive director on 1 July
2002. In accordance with the Articles of Association, he will retire at 
the Annual General Meeting and, being eligible, offers himself for election
to the Board. He does not have a service agreement with the Company;
his initial term of appointment is for a period of three years expiring 
on 30 June 2005, which is renewable for a further three years by 
mutual agreement.
J H Anderson, J A Harvey and J W Meister will retire by rotation
at the Annual General Meeting and, being eligible, offer themselves for
re-election. J H Anderson has a US service agreement with the Group
which provides for one year’s notice from either party. J A Harvey and
JW Meister, being non-executive directors, do not have service
agreements with the Company – their terms of appointment were
renewed by mutual agreement for a further period of three years each,
expiring on 8 February 2005 and 30 May 2005 respectively. 
Directors’ interests
The interests in ordinary shares of the Company at 30 June 2002 of the
directors and their families, all being beneficial, were:
30 June 2001
30 June 2002 (or date of appointment)
J W Adams 20,000 –
J H Anderson 90,000 90,000
B F Baldock 278,300 153,300
G W BeVier 105,295 94,632
P J David 250,000 215,000
J A Harvey 161,875 110,000
J W Meister 101,875 65,000
There were no other changes in the directors’ interests between
1 July 2002 and the date of this report.
At 30 June 2002, 1,667,886 ordinary shares were held by the
Trustee of the Employee Benefit Trust. In addition to the beneficial
interests disclosed above, each executive director is a potential
beneficiary, in common with all Group employees, in respect of shares
held in the Trust.
Directors’ remuneration
The directors’ remuneration is reported in the Remuneration Report
on pages 16 to 19.
Major shareholders
As at 11 September 2002, the Company had been notified under
Section 198 of the Companies Act 1985 of the following substantial
interests in the Company’s ordinary share capital: 
• FMR Corp, its direct and indirect subsidiaries and Fidelity International
Limited held 41,273,647 ordinary shares (14.08%);
• Phoenix Asset Management Partners Limited held 24,079,563 ordinary
shares (8.21%);
• The Capital Group Companies, Inc., on behalf of its affiliates, including
Capital Guardian Trust Company, held 11,304,600 ordinary shares
(3.86%);
•Legal & General Investment Management Limited held 9,710,510
shares (3.31%).
Employee involvement
Employees are recognised as key assets of the Group and their quality
and motivation are essential to the Group’s business and its ability to
compete successfully in their markets. The Group’s employment policies
are designed to attract, retain, develop and motivate high quality staff, to
recognise and reward success, results and achievements, and to give
equal opportunities for employment, training, career development and
promotion to all employees regardless of sex, race, religion and including
disabled persons where their aptitude and abilities permit.
The Group also considers it to be of great value for its employees to
be interested in the Group’s performance. A global share option plan was
established in 1999 and eligible employees each received a one-off grant
of options over 2,000 shares. In certain countries where the grant of
options was not possible, equivalent rights, called awards, were granted.
The awards give the right to receive cash bonuses instead of shares, and
in all respect, are subject to the same rules and performance target as
options. The terms and conditions of the 1999 grant are identical to that
of the executive share option plan, details of which are set out in the
Remuneration report. At 30 June 2002, there were 904 participants
within the global share option plan.
To help achieve corporate aims and objectives, the Group maintains
and develops formal and informal systems of communications with its
employees to discuss matters of mutual interest. The Company makes
extensive use of local consultative procedures in each country in which
it operates, so that the views of employees can be taken into account
when making decisions that are likely to affect their interests. Additionally,
information on matters of concern to employees is given through
bulletins, meetings, reports and newsletters, and includes information
to enable them to gain awareness of financial and economic factors
affecting the Group.
Directors’ report
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 12 Sygen annual report and accounts 2002 13
Corporate governance
The Group’s statement on Corporate Governance is set out on
pages 14 and 15.
Research and development
Research and development programmes to improve and develop new
products and production techniques are core to the Group’s success.
The Group is actively involved in the public debate on the future use of
biotechnology and is committed to working within the regulations and
guidelines on animal welfare and food safety in the territories in which
it operates. Expenditure on research and development in the year
amounted to £6.9 million.
Policy on payment to creditors
The Company does not follow any particular code of practice for the
payment of suppliers. The Company has due regard to the payment
terms of suppliers and generally settles all undisputed accounts within
the terms agreed on each transaction.
At 30 June 2002, the Company had no trade creditors.
Donations
During the year £1,100 was donated to charities in the UK. No political
donations were made.
Auditors
The auditors, PricewaterhouseCoopers, have expressed their willingness
to continue in office and a resolution will be proposed at the Annual
General Meeting for their re-appointment and to authorise the directors
to determine their remuneration.
Going concern
The directors have reviewed the Group’s budget for the financial year
ending 2003 and projections for the subsequent year. After taking
into account the cash flow implications of these projections, including
proposed capital expenditure and asset sales, and after comparing
these with the Group’s committed borrowing facilities, the directors
have concluded that it is appropriate to prepare the accounts of the
Company and the Group on a going concern basis.
Annual general meeting
The Annual General Meeting will be held at 2:00 p.m. on 6 November
2002 at The New Connaught Rooms, 61-65 Great Queen Street,
London WC2B 5DA. The Notice of Meeting appears on page 41. There
are three items of Special Business, all of which relate to the authorities
given to directors at the last Annual General Meeting and which will
expire at this year’s Annual General Meeting – explanatory notes on
these resolutions are set out below.
Resolution 8 – Section 80 of the Companies Act 1985 prevents
directors of a company from allotting unissued shares without the
authority of shareholders in general meeting. Resolution 8 seeks renewal
of this authority through to the next Annual General Meeting, subject to
the limitations set out in the Notice for the allotment of shares up to an
aggregate nominal value of £9,000,000, being 30.6% of the total share
capital in issue as at 11 September 2002. The directors have no present
intention of exercising their authority to allot unissued shares, except
those relating to scrip dividends and share options.
Resolution 9 – Under Section 89(1) of the Companies Act 1985, 
the directors are not authorised to allot new shares for cash without first
offering them to existing shareholders, unless they are authorised to do
so by a Special Resolution. Resolution 9 seeks to renew the authority of
the directors, pursuant to Section 95 of the Companies Act 1985, to allot
shares as if Section 89(1) of that Act did not apply to such allotments.
If passed, the Resolution will give directors the power to issue shares in
connection with a rights issue and shares for cash up to an aggregate
nominal value of £1,468,000 being 5% of the issued ordinary share
capital as at 11 September 2002. Notwithstanding that power, it is the
intention of the directors to observe the institutional guidelines which
require that no more than 7.5% of the issued ordinary share capital may
be allotted for cash on a non pre-emptive basis in any three year period.
500,000 shares were issued on 14 May 2002 following the exercise 
of a share warrant; 128,125 shares were issued on 1 July 2002 as part
of the cash fees payable to the non-executive directors.
Resolution 10 – this resolution seeks renewal of shareholders’
authority to enable directors to make market purchases of the
Company’s shares. No purchases were made during the year under this
authority and whilst the directors have no present intention of utilising
this authority, the Board considers it desirable to continue to have the
flexibility to make such market purchases, on the terms described in
the Notice. The Board will only exercise this power if it believes it would
result in an increase in the earnings per share of the Company and 
would be in the best interests of shareholders generally. The total number
of options/awards to subscribe for shares that are outstanding as at
11 September 2002 are 12,432,400, representing 4.23% of the issued
share capital.
By Order of the Board
D Lee
Company Secretary
11 September 2002
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 13 14 Sygen annual report and accounts 2002
The Listing Rules of the Financial Services Authority require listed
companies to disclose how they have complied with the principles
of good governance and the code of best practice, known as The
Combined Code. The Board believes that the Company has complied
with the principles set out in Section 1 of the Combined Code
throughout the year ended 30 June 2002. This statement, together
with the Remuneration Report set out on pages 16 to 19, explains
how the Company has applied the principles set out in Section 1 of
The Combined Code.
Board structure and committees
The Board currently comprises of four executive directors (including
the Chief Executive) and four non-executive directors (including the
Chairman). Their biographies are set out on page 11. The directors bring
a wide range of skills and experience to the Board. All of the non-
executive directors are considered by the Board to be independent of
management and free from any business or other relationships which
could materially interfere with the exercise of their independent
judgement. They play a full part as members of the Board and share
responsibility for Board decisions.
The roles of the Chairman and the Chief Executive are separated and
clearly defined. The Chairman’s overall responsibility is to ensure that the
Board carries out its responsibilities, and the Chief Executive, to directing
and promoting the operation and development of the Group. 
All directors have access to the advice and services of the Company
Secretary, who ensures that the Board receives appropriate and timely
information for its decision making, that Board procedures are followed
and that statutory and regulatory requirements are met. All new executive
directors receive appropriate induction training when they join the
Company. Upon appointment, J W Adams attended a briefing session
conducted by the Company’s solicitors in relation to the responsibilities
of a director under the Companies Act 1985 and the Listing Rules of the
Financial Services Authority. There is also a formal procedure whereby
directors, wishing to do so in the furtherance of their duties, may take
independent professional advice, if necessary, at the Company’s
expense.
The composition of the Board is kept under review to ensure that the
Board collectively possesses the necessary skills and experience. Under
the Company’s Articles of Association, new directors are required to
submit themselves for election at the next Annual General Meeting. In
addition, one-third of the Board is required to retire each year by rotation
and all directors are required to offer themselves for re-election at least
every three years.
The Board usually meets five times a year and determines the
commercial strategy and policies for the Group. It also maintains control
over investment policy and major capital expenditure. It has a schedule
of matters reserved for its decision. The Board receives full and timely
management reports regarding its businesses to enable it to discharge
its duties. Operational control and the implementation of Group strategy
and policy is delegated by the Board to the Chief Executive, who is
supported by his executive committee. The executive committee
comprises of the executive directors and senior members of the Sygen
management team. There are clear lines of reporting for the Group’s
individual executive directors, and members of the executive committee
have specific responsibilities for key areas of operation across the Group.
The Board has established three standing committees, all of which
operate within written terms of references.
The Audit committee comprised of the following non-executive
directors during the year: J A Harvey (Chairman); B F Baldock;
JW Meister and T N Urban (retired 11 January 2002). I G T Ferguson has
been appointed a member on 10 September 2002. The Audit Committee
meets four times a year and assists the Board in fulfilling its overview
responsibilities, primarily in reviewing the report of financial and non-
financial information to shareholders, the systems of internal control and
risk management, and the work of both internal and external auditors.
The Remuneration committee was also comprised of non-
executive directors during the year: T N Urban (retired as Chairman on
11 January 2002); B F Baldock; J A Harvey and J W Meister (appointed
Chairman on 12 January 2002). I G T Ferguson has been appointed a
member on 10 September 2002. The company policy for remuneration
and benefits is considered as part of the strategic development of the
business. The Remuneration Committee’s policy for the remuneration
of executive directors is to align remuneration to the Group objective of
providing superior returns for shareholders, to motivate and reward high
levels of achievement consistent with the best interests of shareholders
and to support the recruitment and retention of executive directors with
requisite skills and experience. The Remuneration Committee meets four
times a year and determines the policy and the specific remuneration
packages for each executive director and a small number of senior
executives. It also recommends to the Board the terms and conditions of
all share-based bonuses and long term incentive plans. The Committee
also periodically monitors the performance and development
programmes of the executive directors and a small number of senior
executives, and they are appraised annually.
The Nomination committee comprised of the following directors
during the year, the majority of whom were non-executive directors:
BF Baldock (Chairman); P J David (retired 17 June 2002); J A Harvey;
JW Meister and T N Urban (retired 11 January 2002). I G T Ferguson
has been appointed a member on 10 September 2002. The Nomination
Committee meets when necessary. It is responsible for reviewing the
structure, size and composition of the Board, and for identifying and
making recommendations, following a formal selection process, to the
Board on all new appointments.
Internal control
Control environment – the directors are responsible for the Group’s
system of internal control and for reviewing its effectiveness. The system
is designed to manage, rather than eliminate, the risk of failure to achieve
business objectives and can only provide reasonable, and not absolute,
assurance against material misstatement or loss, and the maintenance
of proper accounting records and the reliability of financial information.
The Board has established procedures necessary to implement the
requirements of the Combined Code relating to internal controls and
reviewed the effectiveness of the Group’s systems of internal control,
including financial, operational and compliance controls and risk
management. These procedures establish the process by which the
Board will, on an ongoing basis, identify, evaluate and manage the
significant risks faced by the Group and carry out its annual review of the
effectiveness of the internal controls. It is intended that these procedures
will be kept under review each year and adjusted as appropriate.
Corporate governance
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 14 Sygen annual report and accounts 2002 15
In addition to the review of the scope and results of the audit and
the activities of the external and internal auditors (including the cost
effectiveness of the audit and the independence and objectivity of the
external auditors) the Audit Committee’s terms of reference include
responsibility for overseeing internal controls, including operational and
financial controls and risk management. 
Risk management – the Board’s strategy is to follow a prudent risk
policy. Business risks are evaluated at Group level as part of the annual
strategic planning process. Business managers have responsibility to
identify the risks facing each business and then establish procedures or
policies in place to mitigate or monitor them. Treasury risks are evaluated
by the Finance Director and the Group Treasurer who are responsible to
the Board for evaluating all significant borrowings, foreign currency and
interest rate management facilities.
Information systems, control procedures and monitoring – the
Group has comprehensive strategic plans, budgets, and detailed monthly
financial and cash reporting. The strategic plan and annual budget are
reviewed by the executive committee and submitted to the Board for
approval. Business managers report regularly on performance to the
executive committee and major issues are reported to the Board.
Levels of authority are agreed annually to set clear limits of delegation,
to establish procedures, and to control and monitor risks. A detailed
self-audit questionnaire is received annually from each business unit.
Relations with shareholders
The Board recognises the importance of good communications with
all shareholders. The Company issues Summary Annual Reports to
shareholders, with full Annual Report and Accounts available on request.
The Company also makes certain communications available to
shareholders electronically – shareholders can elect to receive Annual
and Interim Report and Accounts, and notices of general meetings,
electronically. They may also register proxy votes electronically. The
Company has a website (www.sygeninternational.com) which contains
up-to-date information on Group activities and published financial results.
There is regular dialogue with individual institutional shareholders and
analysts, and general presentations are made after financial results are
announced. 
The Annual General Meeting is the principal forum for dialogue with
private investors, where shareholders are given the opportunity to raise
questions at the meeting. The results of proxy votings are announced
at the meetings.
Corporate social responsibility
The Company is currently a constituent of the FTSE4Good Index Series,
which is an index series for socially responsible investment designed
by FTSE. FTSE4Good is a series of benchmark and tradable indices
facilitating investment in companies with good records of corporate
social responsibility. To be included in FTSE4Good, the Company has
to satisfy criteria based on three principles:
• working towards environmental sustainability;
• developing positive relationships with stakeholders;
• up-holding and supporting universal human rights.
The FTSE4Good Advisory Committee reviews the indices twice
annually in September and March, at which time the criteria and
constituents will be reviewed. 
The environment
The Group recognises the social obligations to the communities in
which it operates and considers respect of the environment to be one
of the Group’s core values. The Group is committed to providing the
knowledge, skills and resources necessary to support an effective
environmental policy within its wider commercial objectives. The Group
specifically aims to:
• comply with national environmental legislation;
• implement local industry best practice in its production units;
• continually assess and, where possible, improve the impact of its
operations on the environment;
• include environmental considerations in its investment decisions;
• use energy efficiently;
• play an active role in the trade associations which represent the Group’s
businesses, and work with them to raise environmental standards;
• progressively, seek similar environmental standards of the Group’s
suppliers, contractors and business partners.
Animal welfare
The Group regards respect for animals as one of the core values of its
business and is committed to adopting high animal welfare standards
from both an ethical and commercial point of view. The Group specifically
aims to:
• adhere to local legal requirements and national guidelines on animal
welfare;
• implement what is regarded as local industry best practice in its
production units;
• monitor animal welfare practices on all owned production units through
a regular programme of management audits and independent veterinary
visits;
• require all farm staff to adopt a company-wide “code of conduct”
to ensure professional levels of animal husbandry. 
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 15 16 Sygen annual report and accounts 2002
The Board presents its report on executive remuneration for the year
ended 30 June 2002, which follows the provisions of The Combined
Code. The Chairman of the Remuneration Committee will be available
to answer questions at the Annual General Meeting.
Membership and role
The members of the Remuneration Committee during the year, all
of whom were non-executive directors, were T N Urban (retired as
Chairman on 11 January 2002); J W Meister (appointed Chairman
on 11 January 2002); B F Baldock and J A Harvey. The Committee
regularly consults the Chief Executive and Director of Global Services
on executive remuneration.
The Committee determines the framework and the specific
remuneration packages for each executive director and a small number
of senior executives. It also recommends to the Board the terms and
conditions of all share-based bonuses and long term incentive plans.
Remuneration policy
Executive directors – the Committee’s policy for the remuneration
of executive directors is to align remuneration to the Group objective of
providing superior returns for shareholders, to motivate and reward high
levels of achievement consistent with the best interests of shareholders
and to support the recruitment and retention of executive directors with
requisite skills and experience.
These guiding principles and all components of the remuneration
package are reviewed regularly by the Committee. The total value for
each executive director is judged by comparison with the median value
of remuneration and benefits provided by comparator companies of
similar size, structure and business. The remuneration for the executive
directors also reflects the fact they are all based in USA.
The current overall policy for executive remuneration ensures that
the remuneration package for each director:
• provides an appropriate element of total remuneration, comprised of
fixed pay, variable pay and benefits, linked to the annual and longer term
performance of the Group as measured against targets set and reviewed
by the Remuneration Committee;
• encourages share ownership by directors;
• remains competitive in respect of employment terms and conditions,
reflecting the market in which the executive operates, and
• is fair by comparison with packages of other executives within
the Group.
Non-executive directors – the remuneration of the non-executive
directors is determined by a Committee comprising of the executive
directors. During the year, the Company introduced a scheme, which
enabled non-executive directors to receive payment of part of their fees
in the form of Sygen ordinary shares. The shares will be held in trust and
released to them at the end of their term of office.
The non-executive directors do not participate in the pension, bonus,
option or long term incentive plans.
There is no formal term of office for non-executive directors, but in
practice, non-executive directors are appointed initially for a three-year
period, renewable for a further three years by mutual agreement.
Remuneration package for executive directors
The present remuneration package for executive directors, who are
all based in the US, comprises of the following elements:
Basic salary – this is a fixed annual sum recognising ongoing
market value, set within a range around the market median for similar
positions in other companies of similar size. It is reviewed and
determined from 1 July each year by the Remuneration Committee,
recognising the individual’s performance and developments in the
relevant employment market. 
Management incentive plan – the Remuneration Committee
determines the basis and objectives each year of the annual bonus
for executive directors. These objectives reflect the annual priorities of
the business. Bonuses are payable in cash and are not pensionable.
For the year ended 30 June 2002, bonus targets were based partly
on Group (and Regional) profits performance and individual personal
performance-related objectives. No bonus is paid unless threshold
performance goals are attained. The Chief Executive had a maximum
bonus entitlement of up to 75% of basic salary and other executive
directors had entitlements of up to 60% of basic salaries. In 2002,
the minimum targets established for Group (and Asia region) profits
performances were achieved, and the executive directors achieved
the majority of the personal objectives.
Long term incentive plan – the Sygen International Long Term
Incentive Plan was established in 1998. Participants in this plan include
executive directors and certain senior executives. Bonuses under this
Plan are payable in the form of deferred rights to receive (or acquire
for a nominal consideration) ordinary shares. The release of shares
conditionally awarded is subject to a performance target comparing
the Company’s total shareholder return over a period of three years
with the comparator companies comprised within the FTSE SmallCap
Index at the start of the financial year. Awards will not be released if
the Company’s performance is below the median. At the median, 30%
of awards will vest, with awards vesting in full for performance at or
above the 75th percentile. Between those two levels, awards will vest
on a sliding scale. Awards range from 100% of basic salary for the
Chief Executive, 75% for other executive directors and 35% for
selected senior executives. Participants are also expected to acquire
and retain a personal shareholding in the Company.
Details of shares that have been conditionally awarded to executive
directors are shown on page 18.
Share option plan – the Company operates an Executive Share
Option Plan for executive directors and certain senior executives. In
certain countries (including the State of California, USA) where grants of
options are not possible, equivalent rights, called awards, will be granted.
The awards give the right to receive cash bonuses instead of shares,
and in all respects, are subject to the same rules and performance
target as options. Options/awards are granted for no consideration and
the exercise of options/awards is subject to performance conditions
determined from time to time by the Committee. For options/awards
granted in March 2002 to be exercised, the Company’s earnings
per share growth over a rolling period of three years commencing
1 July 2001 must exceed the UK rate of inflation over that same
period by at least 9%.
Remuneration report
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 16 Sygen annual report and accounts 2002 17
Each executive director can hold options/awards up to the value of
four times basic annual salary. However, except in circumstances which
the Committee decides are exceptional, participants in the Long Term
Incentive Plan are not entitled to further grants of options/awards under
the executive share option plan. Exceptional circumstances include the
appointment of new executive directors, who will be granted options up
to the value of four times basic annual salary.
Details of options/awards held by executive directors under the
executive share option plan are shown on page 19.
Pensions –
• UK Plan – the Company operates a defined benefit funded pension
scheme which all senior executives based in the UK are entitled to join.
No executive directors currently participate in this Plan.
• US Plan – US-based executive directors and employees participate in
a 401(k) “defined contribution” tax-deferred retirement savings plan. All
executive directors currently participate in this Plan. Executives can save
up to a limit of US$11,000 of their earnings before taxes are withheld.
This reduces the US federal and state income tax liability for the
executive. The Company matches up to 2% of employee contributions
each month and made a discretionary contribution of 3% for the year
ended 30 June 2002.
The amounts contributed by the executives as well as the interest
earned on those contributions belong to the executives from the time
they participate in the Plan. The executives become fully vested in the
Company contributions after three years of employment.
•Supplemental Retirement Plan – this Plan was introduced on 1 July
1999 and was designed to provide deferred retirement benefits. The
Chief Executive is the sole participant of the Plan. In respect of each year
of credited service, the Plan provides an annual supplemental benefit
equal to 2.5% of the participant’s highest annual average basic salary
over any 24 consecutive months of credited service. Payment is made in
the form of a joint and 50% survivor annuity payable monthly, normally
commencing on the first day of the month on or next following the
executive’s 60th birthday (or, if later, his actual termination of
employment). Should the participant elect to commence benefits prior
to age 60, the benefit will be reduced by one-third per cent for each
month by which the date of benefit precedes the normal benefit date.
The Company’s contractual obligation under the Plan is merely that
of an unfunded and unsecured promise by the Company. In the event
of a merger, consolidation or acquisition where the Company is not the
surviving company, the Plan will terminate and no additional benefits will
accrue unless the successor acquiring company elects to continue with
the Plan.
Other benefits – these include life assurance equal to three times
basic salary; health insurance; company car and fuel or car allowances.
These benefits are not pensionable.
Service contracts –
• UK Contracts – the standard UK service agreement has a notice period
of one year for executive directors. Any compensation payment for
termination would be subject to mitigation. There are currently no
executive directors who have a UK service agreement with the Company.
• US Contracts – the standard US service agreement issued to current
executive directors provides for one year’s notice from either party. The
exception is J W Adams, who has a notice period of six months for the
first three years of employment, increasing to one year’s notice thereafter.
In the case of dismissal other than for cause or change in control and
material change in duties or responsibilities, provision is made for salary
and benefits continuation for the period during which the executive is
restrained from working for a competitor or soliciting other executives
to enter into competition with the Company.
Change of control – executive directors are also provided with
protection against a change of control. If such an event were to occur,
and their position/responsibilities were to alter significantly for a period of
up to two years following a change of control, they would be entitled to
resign and receive compensation. This represents two and a half times
basic salary and target bonus for the Chief Executive and two times
basic salary and target bonus for other executive directors. Benefits
would also be continued for the same period.
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 17 18 Sygen annual report and accounts 2002
Remuneration report continued
1 Directors’ emoluments
The full year emoluments of the directors of the Company for the year ended 30 June 2002 are disclosed below:
Basic Salary Annual Pension
or Fees Benefits Bonus Total Contribution
£’000 £’000 £’000 £’000 £’000
Notes 2002 2001 2002 2001 2002 2001 2002 2001 2002 2001
Chairman
B F Baldock 95 75 – – – – 95 75 – –
Executive Directors
J W Adams 1 134 – 8 – 80 – 222 – 3 –
J H Anderson 173 165 12 12 88 76 273 253 11 6
G W BeVier 205 186 12 11 53 92 270 289 11 9
P J David 2 308 276 19 16 153 131 480 423 16 13
Non-Executive Directors
J A Harvey 29 22 – – – – 29 22 – –
J W Meister 28 21 – – – – 28 21 – –
Former Directors
S L Simmons 3 4 120 – 15 – 48 4 183 – 7
T N Urban 4 19 21 – – – – 19 21 – –
Total 995 886 51 54 374 347 1,420 1,287 41 35
(1) J W Adams was appointed an executive director on 15 October 2001. He has a standard US service agreement which provides for six months
notice for the first three years of employment, increasing to 12 months notice thereafter.
(2) The highest paid director during the year was P J David. His emoluments for the year totalled £479,718 (2001: £422,570), which included an
annual bonus of £152,932 (2001: £130,872) and benefits of £18,566 (2001: £16,178). He held an executive share option over 18,606 ordinary
shares at an exercise price of 161.19 pence per share, which lapsed unexercised on 1 March 2002. He remains eligible for a deferred UK pension
benefit from his previous membership of the Dalgety Pension Fund. The value of his deferred benefit is £68,947 per annum (2001: £67,779),
payable in 2012. Of this benefit, £17,640 (2001: £17,341) per annum is funded and £51,307 (2001: £50,438) per annum is unfunded (a full
provision has been made for this). The transfer value of this benefit at 30 June 2002 was £649,000 (2001: £790,000). In addition to the US 401(k)
pension plan, he also participates in the US Supplemental Retirement Plan – the value of this accrued benefit is US$33,750 per annum, payable 
in 2012.
(3) S L Simmons resigned as an executive director on 2 July 2001. She did not receive any compensation for loss of office. She did not retain the
rights to exercise her outstanding share awards nor receive shares conditionally awarded under the long term incentive plan.
(4) T N Urban retired as a non-executive director on 11 January 2002. He did not receive any compensation upon retirement.
2 Long term incentive plan
Details of shares that have been conditionally awarded to executive directors are shown in the table below: 
30 June 2001
Year of (or Date of Awards Awards 30 June Year of
Award Appointment) Granted Lapsed 2002 Vesting
J W Adams 2000 – 500,000 – 500,000 2003
2001 – 500,000 – 500,000 2004
J H Anderson 1999 216,346 – 216,346 – 2002
2000 417,391 – – 417,391 2003
2001 – 406,778 – 406,778 2004
G W BeVier 1999 216,346 – 216,346 – 2002
2000 469,565 – – 469,565 2003
2001 – 496,071 – 496,071 2004
P J David 1999 427,350 – 427,350 – 2002
2000 927,537 – – 927,537 2003
2001 – 992,142 – 992,142 2004
(1) The shares awarded in 1999 vested on 30 June 2002 but no shares have been released, as the performance target was not achieved.
(2) Shares awarded in 2001 covering the performance period from 1 July 2001 to 30 June 2004 were based on the middle market price of an ordinary
share on 30 June 2001 of 32.25 pence.
(3) J W Adams was granted awards for 2000 and 2001 upon joining the Company.
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 18 Sygen annual report and accounts 2002 19
3 Share option plan
Details of options/awards held by executive directors are shown in the table below:
30 June 2001 Exercise
Year of (or Date of Shares/Awards Shares 30 June Price Exercise
Share Options/Awards Grant Appointment) Granted Lapsed 2002 (pence) Period
J W Adams 2002 – 412,447 – 412,447 63.50 2005 – 2012
J H Anderson 1999 140,000 – – 140,000 100.00 2002 – 2009
1998 134,234 – – 134,234 145.92 2001 – 2008
1997 34,537 – – 34,537 143.53 2000 – 2007
1996 26,865 – – 26,865 186.10 1999 – 2006
1995 86,450 – – 86,450 173.50 1998 – 2005
G W BeVier 1999 200,000 – – 200,000 100.00 2002 – 2009
1998 230,252 – – 230,252 145.92 2001 – 2008
1997 34,537 – – 34,537 143.53 2000 – 2007
1996 32,239 – – 32,239 186.10 1999 – 2006
P J David 1999 121,212 – – 121,212 100.00 2002 – 2009
1998 245,660 – – 245,660 145.92 2001 – 2008
1997 119,834 – – 119,834 143.53 2000 – 2007
1996 9,670 – – 9,670 186.10 1999 – 2006
1995 115,268 – – 115,268 173.50 1998 – 2005
1992 18,606 – 18,606 – 161.19 1995 – 2002
(1) It has not been possible to grant share options in the State of California. Equivalent rights, called awards, have therefore been granted to 
J W Adams (2002). The awards give the right to receive cash bonuses instead of shares, and in all respects, are subject to the same rules 
and performance target as options.
(2) Options/awards granted in 1999 at an exercise price of 100p vested in 2002 but cannot be exercised because the performance target has not 
been met. The target will be measured again in 2003 and, if met, the options/awards will become exercisable that year.
(3) Options/awards held by executive directors are exercisable at prices ranging between 63.50p and 186.10p per share between now and 2012.
(4) The range in the middle market price of an ordinary share between 1 July 2001 and 28 June 2002 was 28p to 63.75p, with the middle market 
price on 28 June 2002 being 50.50p.
On behalf of the Board
J W Meister
Chairman – Remuneration Committee
11 September 2002
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 19 20 Sygen annual report and accounts 2002
The directors are required by the Companies Act 1985 and other
regulations to prepare financial statements for each financial year and 
to present them annually to shareholders at Annual General Meetings. 
The financial statements, of which the form and content is prescribed
by the Companies Act 1985 and applicable accounting standards, must
give a true and fair view of the state of affairs of the Company and Group
at the end of each financial year, and of the Group’s profit and cash flows
for the year. 
The directors are also responsible for the adoption of suitable
accounting policies and their consistent use in the financial statements,
supported where necessary by reasonable and prudent judgements. 
The directors confirm that the above requirements have been complied
with in the financial statements.
In addition, the directors are responsible for maintaining adequate
accounting records and sufficient internal controls to safeguard the
assets of the Group and to prevent and detect fraud and or any other
irregularities. This is reported on in the section on Corporate Governance
on pages 14 and 15.
The maintenance and integrity of the Company’s website is the
responsibility of the directors. Information published on the internet 
is accessible in many countries – legislation in the United Kingdom
governing the preparation and dissemination of financial statements 
may differ from legislation in other jurisdictions.
Directors’ responsibilities
We have audited the financial statements which comprise the Group
profit and loss account, the Segmental analysis of results, the Group 
statement of total recognised gains and losses, the Group reconciliation
of movement in equity shareholders’ funds, the Balance sheets, the 
Group cash flow statement and the notes to the accounts, which have
been prepared under the historical cost convention (as modified by the
revaluation of certain fixed assets) and the accounting policies set out in
the statement of accounting policies.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report and the
financial statements in accordance with applicable United Kingdom law
and accounting standards are set out in the Statement of Directors’
responsibilities. 
Our responsibility is to audit the financial statements in accordance
with relevant legal and regulatory requirements, United Kingdom Auditing
Standards issued by the Auditing Practices Board and the Listing Rules
of the Financial Services Authority.
We report to you our opinion as to whether the financial statements
give a true and fair view and are properly prepared in accordance with
the Companies Act 1985. We also report to you if, in our opinion, the
Directors’ report is not consistent with the financial statements, if the
Company has not kept proper accounting records, if we have not
received all the information and explanations we require for our audit, 
or if information specified by law or The Listing Rules regarding directors’
remuneration and transactions is not disclosed.
We read the other information contained in the Annual Report and
consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the financial
statements. The other information comprises only the Chairman’s
statement, Chief executive’s review, Finance director’s report, Directors’
report, Corporate governance and Remuneration report.
We review whether the Corporate governance statement reflects 
the Company’s compliance with the seven provisions of The Combined
Code specified for our review by The Listing Rules, and we report
if it does not. We are not required to consider whether the Board’s
statements on internal control cover all risks and controls, or to form an
opinion on the effectiveness of the Company’s corporate governance
procedures or its risk and control procedures. 
Basis of audit opinion
We conducted our audit in accordance with auditing standards issued 
by the Auditing Practices Board. An audit includes examination, on 
a test basis, of evidence relevant to the amounts and disclosures in the
financial statements. It also includes an assessment of the significant
estimates and judgements made by the directors in the preparation of
the financial statements, and of whether the accounting policies are
appropriate to the Company’s circumstances, consistently applied and
adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary in order 
to provide us with sufficient evidence to give reasonable assurance that
the financial statements are free from material misstatement, whether
caused by fraud or other irregularity or error. In forming our opinion, 
we also evaluated the overall adequacy of the presentation of information
in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the
state of affairs of the Company and the Group at 30 June 2002 and of
the profit and cash flows of the Group for the year then ended and have
been properly prepared in accordance with the Companies Act 1985.
Chartered Accountants and Registered Auditors
Bristol
11 September 2002
Independent auditors’ report to the members of Sygen International plc
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 20 Sygen annual report and accounts 2002 21
2002 2001
Operations
Operations before
before exceptional
exceptional Exceptional items Exceptional Total
items items Total Restated items Restated
Note £m £m £m £m £m £m
Turnover
Continuing operations
Group and share of joint ventures 175.3 – 175.3 184.4 – 184.4
Less share of joint ventures (10.6) – (10.6) (9.0) – (9.0)
Group turnover 164.7 – 164.7 175.4 – 175.4
Group operating profit 2 11.1 – 11.1 8.6 – 8.6
Share of operating profit of joint ventures 1.1 – 1.1 0.6 – 0.6
Total operating profit: Group and 
share of joint ventures 12.2 – 12.2 9.2 – 9.2
Fundamental restructuring 3
– Sale and closure of businesses – (0.8) (0.8) – 0.4 0.4
– Other consequential expense – (0.2) (0.2) – (1.5) (1.5) 
Net interest receivable 4 0.8 0.7 1.5 0.1 1.7 1.8 
Profit/(loss) on ordinary activities before tax 13.0 (0.3) 12.7 9.3 0.6 9.9
Tax on profit/(loss) on ordinary activities 5 (4.7) 2.8 (1.9) (8.2) 21.4 13.2
Profit for the financial year 8.3 2.5 10.8 1.1 22.0 23.1
Dividends 6 (1.5) –
Retained profit for the financial year 9.3 23.1
Dividend per share 0.5p –
Earnings per share 7
Basic earnings per 10p ordinary share 3.7p 7.9p
Adjustment to eliminate effect of exceptional items (0.9)p (7.6)p
Adjusted basic earnings per 10p ordinary share 2.8p 0.3p
Diluted earnings per 10p ordinary share 3.7p 7.9p
The notes on pages 26 to 38 form part of these accounts.
Group profit and loss account 
for the year ended 30 June 2002
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 21 22 Sygen annual report and accounts 2002
2002 2001
Total Total
Americas Europe Asia Restated
£m £m £m £m £m
Turnover 2002 (note b)
Continuing operations
Group and share of joint ventures 101.7 67.3 6.3 175.3 184.4 
Less: share of joint ventures (4.8) (5.8) – (10.6) (9.0)
Group turnover 96.9 61.5 6.3 164.7 175.4 
Turnover 2001 (note b)
Continuing operations
Group and share of joint ventures 104.1 74.2 6.1 184.4 
Less: share of joint ventures (3.7) (5.3) – (9.0)
Group turnover 100.4 68.9 6.1 175.4 
Total operating profit/(loss): Group and share of joint ventures 2002
Group 25.7 (2.2) 0.6 24.1 20.1 
Corporate costs (5.9) (5.3) (1.8) (13.0) (11.5)
Continuing operations 19.8 (7.5) (1.2) 11.1 8.6
Share of operating profit of joint ventures 0.7 0.4 – 1.1 0.6 
20.5 (7.1) (1.2) 12.2 9.2
Total operating profit/(loss): Group and share of joint ventures 2001
Group 24.5 (4.3) (0.1) 20.1 
Corporate costs (4.8) (4.9) (1.8) (11.5)
Continuing operations 19.7 (9.2) (1.9) 8.6
Share of operating profit of joint ventures 0.5 0.1 – 0.6 
20.2 (9.1) (1.9) 9.2
Capital employed
Operations 32.9 (1.6) 1.9 33.2 37.7 
Corporate (2.1) (1.9) (0.6) (4.6) 0.7 
Dalgety 0.9 (3.4) – (2.5) (12.7)
Total capital employed 31.7 (6.9) 1.3 26.1 25.7 
2001 37.5 (14.4) 2.6 25.7 
Net cash 30.1 27.0 
Provisions for liabilities and charges (14.7) (16.4)
Net assets 41.5 36.3 
a) The Group has one class of business.
b) Turnover is shown by origin. Turnover by origin and destination are not materially different.
c) Reclassification was made to 2001 to reflect research and development costs of £1.0m as a corporate instead of an Americas cost due to
management’s reorganisation in 2002 of the research and development department as solely a corporate function. The Group has reclassified 
£5.6m (£1.3m Americas and £4.3m Europe) as turnover that was previously recorded as other operating income in 2001 to more appropriately reflect 
their nature.
d) 2001 figures have been restated to reflect the application of Financial Reporting Standard No. 19 “Deferred Tax” (FRS 19).
The notes on pages 26 to 38 form part of these accounts.
Segmental analysis of results 
for the year ended 30 June 2002
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 22 Sygen annual report and accounts 2002 23
2002 2001
Restated
£m £m
Profit for the financial year 10.8 23.1
Currency translation differences on foreign currency net investments (4.3) 2.4 
Total gains recognised in the year 6.5 25.5 
Prior year adjustment – Financial Reporting Standard (FRS) No. 19 – note 5 2.8 – 
Total gains recognised since the last annual report 9.3 25.5
Group statement of total recognised gains and losses 
for the year ended 30 June 2002
2002 2001
Restated
£m £m
Profit for the financial year 10.8 23.1
Dividends (1.5) –
Retained profit for the financial year 9.3 23.1
Share capital issued 0.2 – 
Currency translation differences on foreign currency net investments (4.3) 2.4 
Net increase in equity shareholders’ funds 5.2 25.5
Equity shareholders’ funds at 1 July (originally £33.5m before prior year tax adjustment of £2.8m – note 5) 36.3 10.8 
Equity shareholders’ funds at 30 June 41.5 36.3 
The notes on pages 26 to 38 form part of these accounts.
Group reconciliation of movement in equity shareholders’ funds
for the year ended 30 June 2002
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 23 24 Sygen annual report and accounts 2002
Group Company
2002 2001 2002 2001
Restated
Note £m £m £m £m
Fixed assets
Intangible assets 9 2.0 2.2
Tangible assets 10 30.7 34.9 – –
Investments 11
Joint ventures
Share of gross assets 2.1 2.5 – –
Share of gross liabilities (0.5) (0.6) – –
1.6 1.9 – –
Other 2.3 2.8 879.8 879.8 
3.9 4.7 879.8 879.8 
36.6 41.8 879.8 879.8 
Current assets
Stocks 12 7.5 9.4 – –
Debtors 13 18.2 23.7 45.1 52.5 
Cash at bank and in hand 36.7 42.6 5.4 3.0 
62.4 75.7 50.5 55.5 
Creditors due within one year
Borrowings 14 (5.3) (13.9) – –
Other 15 (35.5) (48.5) (726.9) (844.9)
(40.8) (62.4) (726.9) (844.9) 
Net current assets/(liabilities) 21.6 13.3 (676.4) (789.4)
Total assets less current liabilities 58.2 55.1 203.4 90.4 
Creditors due after one year
Borrowings 14 (1.3) (1.7) – –
Other 15 (0.7) (0.7) – –
(2.0) (2.4) – – 
Provisions for liabilities and charges 16 (14.7) (16.4) – –
41.5 36.3 203.4 90.4 
Capital and reserves
Called up share capital 17 29.4 29.3 29.4 29.3 
Share premium account 18 1.9 1.8 1.9 1.8 
Revaluation reserve 18 0.7 1.0 – –
Other reserves 18 (287.8) (287.8) 170.6 170.6 
Profit and loss account 18 297.3 292.0 1.5 (111.3)
Equity shareholders’ funds 41.5 36.3 203.4 90.4 
The notes on pages 26 to 38 form part of these accounts.
Approved by the Board on 11 September 2002 and signed on its behalf by:
P J David
J W Adams
Balance sheets
30 June 2002
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 24 Sygen annual report and accounts 2002 25
2002 2001
Note £m £m
Cash inflow from operating activities 19 12.0 14.2
Dividends received from joint ventures 1.1 – 
Returns on investments and servicing of finance
Interest received 1.8 2.3 
Interest paid (0.9) (1.8)
Net cash inflow from returns on investment and servicing of finance 0.9 0.5 
Taxation (6.4) (3.6) 
Capital expenditure and financial investment
Purchase of tangible fixed assets (5.0) (8.0)
Sale of tangible fixed assets 2.1 5.6 
Net cash outflow from capital expenditure and financial investment (2.9) (2.4)
Acquisitions and disposals
Acquisition of subsidiary 20 – (0.3)
Sale of businesses 20 – 0.7 
Net cash inflow from acquisitions and disposals – 0.4 
Equity dividends paid – –
Net cash inflow before use of liquid resources and financing 4.7 9.1
Management of liquid resources
Net purchase/(sale) of short term deposits and investments 22 6.1 (9.7) 
Net cash inflow/(outflow) from management of liquid resources 6.1 (9.7) 
Financing
Issuance of ordinary share capital 0.2 –
Net repayments of loans 22 (8.6) (3.7)
Net cash outflow from financing (8.4) (3.7)
Increase/(decrease) in cash in the year 22 2.4 (4.3) 
The notes on pages 26 to 38 form part of these accounts.
Group cash flow statement
for the year ended 30 June 2002
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 25 26 Sygen annual report and accounts 2002
1 Accounting policies
a) Basis of preparation
The accounts are prepared on historical cost accounting principles in
accordance with applicable UK accounting standards.
The consolidated profit and loss account, balance sheets and cash
flow statement include the Company and its subsidiaries together with
the Group’s share of the profits and retained post acquisition reserves
of joint ventures, which have been accounted for under the equity
method and gross equity method of consolidation, respectively.
The transitional disclosures of FRS 17 “Retirement Benefits” have
been made in the current year. FRS 18 “Accounting Policies” was
implemented in the prior year but did not require any change in
accounting policies.
The Group has adopted FRS 19 “Deferred Tax” in these financial
statements. The adoption of this standard represents a change in
accounting policy and the comparative figures have been restated
accordingly.
b) Use of estimates
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated
financial statements and accompanying notes. Actual results could differ
from those estimates.
c) Turnover
Turnover comprises the invoiced value of sales and royalties. Turnover is
net of trade discounts and value added tax.
d) Depreciation and amortisation
Fixed assets other than freehold land are depreciated on a straight-line
basis over their estimated useful lives. Freehold buildings are depreciated
at rates between 2% and 10% depending on the expected life of the
building. Leasehold property is amortised over the length of each lease
or its useful life, if shorter. Plant and equipment are depreciated over
periods which range from 4 to 20 years. Breeding stock used for internal
breeding purposes is depreciated over 1 to 2 years. Impairments in the
value of tangible fixed assets are charged in the profit and loss account.
e) Deferred tax
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date, where transactions
or events that result in an obligation to pay more tax in the future or a
right to pay less tax in the future have occurred at the balance sheet date.
A net deferred tax asset is regarded as recoverable and therefore
recognised only when, on the basis of all available evidence, it can be
regarded as more likely than not that there will be suitable taxable profits
against which to recover carried forward tax losses and from which the
future reversal of underlying timing differences can be deducted.
Deferred tax is not provided on earnings retained overseas unless
there is an intention to remit dividends.
Deferred tax is measured at the average tax rates that are expected
to apply in the periods in which the timing differences are expected
to reverse, based on tax rates and laws that have been enacted or
substantively enacted by the balance sheet date. Deferred tax is
measured on a non-discounted basis.
On adoption of FRS 19, the Group has changed its accounting policy
in respect of deferred taxation, and restated prior year results accordingly.
f) Breeding stock
Breeding animals in genetic nucleus, daughter nucleus and production
nucleus herds that are classified as Maiden Gilts, In-Pig or Empty Sows
and Stock Boars are held for breeding purposes on PIC farms. These
breeding animals are classified as fixed assets and are depreciated over
their estimated useful lives.
g) Stocks
Livestock, excluding breeding animals included in fixed assets, is valued
at the lower of cost or net realisable value.
h) Goodwill 
Goodwill on acquisitions arising prior to 1 July 1998, including the
acquisition of interests in associated undertakings, has been eliminated
against other reserves. Goodwill that has been eliminated against
reserves is reinstated on disposal and charged against the profit and loss
account. Goodwill on acquisitions arising after 1 July 1998 is capitalised
and amortised over the directors’ estimate of its remaining useful life on
a straight-line basis.
i) Foreign currencies
The results of overseas subsidiaries are translated into sterling at average
exchange rates and assets and liabilities are translated at the rates on
30 June. Exchange differences which arise from the translation of the
net assets and results of overseas subsidiaries at rates different from
the average rate during the year and the rate used at 30 June in the
prior year are dealt with through reserves.
Differences arising on the translation of foreign currency borrowings
which hedge Group equity investments in foreign enterprises are taken
directly to reserves to the extent of corresponding exchange differences
on translation of the related net investment. The tax on those exchange
differences which are taken directly to reserves is also recorded as a
direct movement on reserves.
Exchange differences which arise on the settlement of other
transactions and on the translation of other monetary assets and
liabilities are dealt with in the profit and loss account.
The sterling exchange rates used for the main currencies in the
Group are:
2002 2001
Average Year end Average Year end
US Dollars 1.44 1.53 1.45 1.42
Canadian Dollars 2.26 2.33 2.20 2.15
Mexican Pesos 13.35 15.26 13.69 12.78
Euro 1.61 1.55 1.64 1.67
j) Financial instruments
Information about the management of financial instruments and their
impact on the Group’s risk profile, performance and financial condition
is included in Note 14.
The Group limits its exposure to movements in interest rates through
entering into interest rate swap agreements on a selective basis to
increase and extend the amount of borrowings subject to fixed rates of
interest. Interest expense reflects the underlying cost of borrowing. Net
payments and receipts made under interest rate swap contracts are
accrued over the period to which they relate and applied against or
added to interest expense. The principal amount of an interest rate
swap is not recognised, since it is purely a notional figure and does
Notes to the accounts
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 26 Sygen annual report and accounts 2002 27
not represent an asset, a liability or a contingency. No gain or loss is
recognised on derivative contracts held to maturity. Upon termination
of a derivative prior to maturity, any resulting gain or loss will be taken
to the profit and loss account.
To qualify as a hedge, a financial instrument must be related to actual
assets or liabilities or to a firm commitment or anticipated transaction.
Gains and losses on hedges of existing assets and liabilities are taken
to the profit and loss account as part of those carrying amounts. Gains
and losses on qualifying hedges of firm commitments or anticipated
transactions are deferred and are recognised in the profit and loss
account or as adjustments to carrying values when the hedged
transaction occurs. 
Financial instruments that do not qualify as hedges during the period,
are marked to market and any gains or losses arising are recognised as
other income or expense.
k) Research and development expenditure
Research and development expenditure is charged as incurred.
l) Pensions
Contributions to the defined benefit pension schemes in respect
of current and past services, ex-gratia pensions, and cost of living
adjustments to existing pensions are based on the advice of actuaries.
Contributions are charged to the profit and loss account on a basis that
spreads the expected cost of providing pensions over the employees’
working lives with the Group. Contributions to defined contribution
schemes are charged to the profit and loss account as incurred.
m) Leases
Operating lease rentals are charged as incurred.
2 Group operating profit
Group operating profit is calculated as follows:
2002 2001 
Continuing Continuing
operations operations
Restated
£m £m
Turnover 164.7 175.4 
Charges
Change in stocks of work in progress (1.9) (1.8)
Raw materials and consumables 78.2 91.4 
Other external charges 35.5 37.7 
Staff costs (note 8b) 33.0 30.9 
Depreciation 6.1 6.3
Amortisation 0.2 0.1
Hire of plant and machinery – 0.3 
Other operating lease rentals 3.4 3.4 
Total charges 154.5 168.3 
Income
Net profit on disposal of fixed assets 0.4 0.6 
Other operating income 0.5 0.9 
Total income 0.9 1.5 
Group operating profit 11.1 8.6
The Group has reclassified certain amounts as turnover that were
previously recorded as other operating income in 2001 to more
appropriately reflect their nature.
a) Acquisitions
For the year ended 30 June 2001, the acquisition effect of Agricola
Genetico Porcina Ltda on continuing operations include £0.8m for
turnover and £0.4m in total charges for an operating profit of £0.4m.
b) Group audit and non-audit fees
Fees paid to the parent company auditors amounted to:
2002 2001
£m £m
Audit fees
Group 0.5 0.6 
Company (included above) 0.3 0.3 
Non-audit fees
Group
UK 0.4 1.5 
Non-UK 0.4 0.2 
0.8 1.7 
Company (included above) 0.3 0.2 
Non-audit fees relate to work in respect of accounting, tax and other
financial advice for current operations and for the Group’s fundamental
restructuring which took place in 1998.
c) Research and development expenditure
This amounted to £6.9m (£5.5m) and related to enabling and
development research.
3 Fundamental restructuring
2002 2001
Loss/(profit) Loss/(profit) 
£m £m
Fundamental restructuring 
– sale and closure of businesses (note a) 0.8 (0.4) 
– other consequential expense (note b) 0.2 1.5
Exceptional loss before tax 1.0 1.1
a) Sale and closure of businesses
Sale and closure of businesses expense of £2.9m relate to the
crystallisation of contingent liabilities arising on the sale of businesses
in prior years (see note 24). Surplus property provisions of £1.6m have
been released mainly due to upward adjustments in rents receivable from
sub-lessees. Accrual releases of £0.5m relate to lower than anticipated
liquidation costs of a former Dalgety PLC (“Dalgety”) business. 
Sale and closure of businesses income in 2001 of £0.4m relate
mainly to purchase price adjustments on the sale of Dalgety Agriculture
Limited and a business in Oklahoma. 
b) Other consequential expenses
Other consequential charges of £0.2m (£1.5m) relate mainly to
professional fees and provisions for lease guarantees associated with
the disposal of all of Dalgety’s businesses (except the breeding stock
business) in 1998. 
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 27 28 Sygen annual report and accounts 2002
4 Interest
Continuing Exceptional
operations items 2002 2001
£m £m £m £m
Interest payable and 
similar charges:
– On bank loans and 
overdrafts (0.4) – (0.4) (1.6)
– Other (0.3) – (0.3) 1.5
– Unwind of discount on 
surplus property provisions – (0.3) (0.3) (0.4)
Interest receivable and 
similar income:
– On banks 0.8 – 0.8 2.3
– Other 0.7 1.0 1.7 –
Net interest receivable 0.8 0.7 1.5 1.8
Exceptional interest payable of £0.3m relates to the unwind of discount
on surplus property provisions. For the year ended 30 June 2002
exceptional interest receivable of £1.0m relates to interest received on
tax refunds from prior year tax returns in connection with the disposal
of certain businesses in 1998. 
Net interest receivable for the year ended 30 June 2001 includes
exceptional interest receivable of £1.7m. This amount includes releasing
accrued interest payable of £2.0m related to an agreement with the
Inland Revenue, and receiving interest of £0.1m on the delayed
settlement of purchase price adjustments connected with the disposal
of certain businesses in 1998. Exceptional interest payable of £0.4m
relates to the unwind of discount on surplus property provisions.
5 Tax
a) Analysis of charge in the period:
Continuing Exceptional 2002 2001
operations items Restated
£m £m £m £m
Current taxation:
UK corporation tax 
at 30% (30%):
– Current tax on income 
for the period (0.6) – (0.6) (0.2)
– Adjustments in respect 
of prior periods – (1.8) (1.8) (21.4)
(0.6) (1.8) (2.4) (21.6)
US corporation tax 
at 40% (42%) 1.8 – 1.8 3.5
Other overseas tax 2.0 – 2.0 0.4 
3.2 (1.8) 1.4 (17.7)
Deferred tax – overseas:
– Current year 1.3 (1.0) 0.3 1.4
– Prior years 0.2 – 0.2 3.1 
1.5 (1.0) 0.5 4.5 
4.7 (2.8) (1.9) (13.2) 
The continuing operations effective tax rate for the year ended 30 June
2002 is 36%. For the year ended 30 June 2001 the effective tax rate was
88%. The tax charge for the year before exceptional items was £4.7m
(£8.2m). This represents tax on profits earned in the Americas region with
no benefit taken in respect of losses in other regions. Future results will
benefit from these tax losses once the other regions become profitable. 
The current exceptional credit of £1.8m (£21.4m) reflects the release
of tax provisions where actual settlements were better than anticipated
at last year end mainly due to the disposal of all of Dalgety’s businesses
except PIC in 1998. The deferred exceptional credit of £1.0m (£nil)
reflects a provision for expenses related to one of the Group’s insurance
companies declaring insolvency (note 24).
b) Factors affecting tax charge for the period:
Continuing Exceptional 2002 2001
operations items Restated
£m £m £m £m
Profit on ordinary 
activities before tax 13.0 (0.3) 12.7 9.9
Taxation at the standard 
UK corporation tax rate 
of 30% (30%) 3.8 – 3.8 3.0
Effects of
– Permanent differences 0.1 – 0.1 0.5
– Temporary differences 2.6 – 2.6 2.3
– Capital allowances for
period in excess of 
depreciation (1.0) – (1.0) (0.9)
– Other short term timing 
differences (2.1) – (2.1) (1.3)
– Utilisation of tax losses (0.6) – (0.6) (0.2)
– Higher tax rates on 
overseas earnings 0.4 – 0.4 0.3
– Adjustments in respect 
of prior periods – (1.8) (1.8) (21.4)
Total current taxation 3.2 (1.8) 1.4 (17.7)
c) Deferred tax asset (provision):
2002 2001
Restated 
£’000 £’000 
Accelerated tax depreciation (1.0) (0.9) 
Short term timing differences 3.2 2.1 
Pensions 2.7 2.8 
Repatriation (2.6) (2.7) 
2.3 1.3
The Group has recorded a deferred tax provision of £1.0m (£0.9m)
for accelerated tax depreciation and £2.6m (£2.7m) for anticipated
repatriation of non-UK earnings. The Group has provided a deferred tax
asset of £3.2m (£2.1m) for expenses related to provisions which are not
currently deductible for tax purposes and £2.7m (£2.8m) related to
pensions (as restated for FRS 19) for the year ended 30 June 2002. The
Group has not recognised a deferred tax asset of £11.6m (£11.8m) for
losses carried forward, until such time as those operating units return to
profitability and the income tax benefit may be realised. Current taxation
of £1.5m (£nil) was transferred from deferred tax overseas.
Notes to the accounts continued
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 28 Sygen annual report and accounts 2002 29
d) Cumulative effect of change in accounting policy – in December
2000, the Accounting Standards Board issued FRS 19. Under FRS 19,
the Group is required to recognise deferred tax as a liability or asset
if transactions or events giving rise to an obligation to pay more tax
in the future, or a right to pay less tax in the future, have occurred by
the balance sheet date. Previously, the Group provided for deferred tax
using the liability method to the extent that it was probable that liabilities
would crystallise in the foreseeable future. 
As a result of this change in accounting policy, the restatement for
the profit and loss account at 30 June 2001 comprises a prior period
adjustment amount of £2.8m. The prior period adjustment relates to
£(1.6m) for the year ended 30 June 2001 and £4.4m for the years
ending 30 June 2000 and prior. The group profit and loss account for
the year ended 30 June 2001 and group balance sheet at 30 June 2001
have been restated as follows:
Group balance sheet
30 June
2001
Debtors – Deferred tax asset £m
Previously reported 22.4 
Application of FRS 19 1.3
Restated now reported 23.7
30 June
2001
Provisions for liabilities and charges – Deferred tax liability £m
Previously reported (17.9) 
Application of FRS 19 1.5
Restated now reported (16.4)
30 June
2001
Profit and loss account £m
Previously reported 289.2
Application of FRS 19 2.8
Restated now reported 292.0
Group profit and loss account
Year to
30 June
2001
Tax on profit on ordinary activities £m
Previously reported 14.8 
Application of FRS 19 (1.6)
Restated now reported 13.2
Year to
30 June
Basic earnings per 10p ordinary share 2001
Previously reported 8.5p
Application of FRS 19 (0.6)p
Restated now reported 7.9p
6 Dividends
2002 2001
£m £m
Equity – ordinary shares
Final proposed: 0.5p per 10p share 1.5 –
The Employee Benefit Trust has waived its right to receive dividends.
7 Earnings per share
Earnings per share has been calculated in accordance with FRS 14
‘Earnings Per Share’. Adjusted earnings per share is calculated for
the purpose of providing a measure of underlying performance of the
Group’s operations and are based on earnings before exceptional items.
The data used in the calculations is as follows:
2002 2001 
Restated
£m £m 
Earnings – basic and diluted 10.8 23.1
Earnings – adjusted to eliminate 
exceptional items 8.3 1.1
2002 2001 
million million 
Weighted average number of shares in issue 293.3 293.1 
Adjustment – weighted average number of 
shares owned by the Employee Benefit Trust (1.7) (1.7)
Weighted average number of shares 
in issue – basic 291.6 291.4
Dilutive options 0.3 –
Weighted average number of shares 
in issue – diluted 291.9 291.4 
8 Directors and employees
2002 2001 
Directors’ emoluments £’000 £’000 
Salaries 824 747 
Fees 171 139 
Benefits in kind 51 54 
Bonuses 374 347 
1,420 1,287 
Pension contributions 41 35
Pension paid to former director 53 53 
1,514 1,375 
Further details of directors’ emoluments are given in the Remuneration
Report on pages 16 to 19 which forms part of these financial statements.
Employees
a) Average weekly number of persons employed during the year:
2002 2001
Number Number
Europe 464 525 
Americas 523 513 
Asia 161 188
1,148 1,226 
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 29 30 Sygen annual report and accounts 2002
b) Staff costs – all employees:
2002 2001
£m £m
Wages and salaries 30.1 26.1
Social security costs 2.1 4.1
Other pension costs 0.8 0.7
33.0 30.9
9 Intangible fixed assets
Goodwill
Group £m
Cost at 30 June 2002 and 2001 2.3
Amortisation at 30 June 2001 0.1
Charge for the year 0.2
At 30 June 2002 0.3
Net book amount at 30 June 2002 2.0
At 30 June 2001 2.2
Goodwill relates to the acquisition of Agricola Genetico Porcina Ltda.
which took place in February 2001. Goodwill arising from this acquisition
is being amortised over the directors’ estimate of the useful life of
10 years.
10 Tangible fixed assets
Land and Plant and Breeding
buildings equipment stock Total
Group £m £m £m £m
Cost or valuation at 
30 June 2001 34.2 27.8 3.4 65.4
Additions 0.6 1.0 3.4 5.0
Disposals (1.1) (3.9) (3.3) (8.3)
Exchange rate variation (1.5) (0.7) – (2.2)
At 30 June 2002 32.2 24.2 3.5 59.9
Depreciation at 30 June 2001 8.9 20.0 1.6 30.5
Charge for the year 1.5 2.6 2.0 6.1
Disposals (0.8) (3.7) (2.1) (6.6)
Exchange rate variation (0.3) (0.5) – (0.8)
At 30 June 2002 9.3 18.4 1.5 29.2
Net book value at
30 June 2002 22.9 5.8 2.0 30.7
At 30 June 2001 25.3 7.8 1.8 34.9
a) Analysis of cost or valuation:
Land and Plant and Breeding 2002 2001
buildings equipment stock Total Total
£m £m £m £m £m
1996 valuation 6.5 – – 6.5 7.3
Cost 25.7 24.2 3.5 53.4 58.1 
At 30 June 2002 32.2 24.2 3.5 59.9 65.4 
The land and buildings were valued in 1996, at existing use value with
certain special purpose buildings valued on the basis of depreciated cost.
In June 2000 the Group followed the transitional provisions in FRS 15,
Tangible Fixed Assets, and retained the book value of land and buildings,
certain of which were revalued in 1996, without updating the valuations.
b) Historical cost of assets shown in (a)
Land and
buildings
£m
Cost 31.5 
Depreciation (8.9)
Historical cost net book value at 30 June 2002 22.6
30 June 2001 24.8 
c) Depreciation provided in the year on the revaluation surplus element 
of the book value of the fixed assets was £nil (£nil).
d) Analysis of land and buildings:
Long Short
Freehold lease lease Total
£m £m £m £m
Gross book value 31.4 0.3 0.5 32.2 
Depreciation (9.1) (0.2) – (9.3)
Net book value at 
30 June 2002 22.3 0.1 0.5 22.9 
30 June 2001 24.4 0.3 0.6 25.3
11 Fixed asset investments
Own Joint
shares ventures Other
(note a) (note b) investments Total
Group £m £m £m £m
Cost
At 30 June 2001 2.5 1.9 3.3 7.7
Share of profits retained – 1.1 – 1.1 
Dividends received – (1.1) – (1.1)
Exchange – (0.3) (0.2) (0.5)
Disposals – – (0.3) (0.3) 
At 30 June 2002 2.5 1.6 2.8 6.9 
Provision
At 30 June 2001 (2.0) – (1.0) (3.0)
Share of profits retained – – – – 
At 30 June 2002 (2.0) – (1.0) (3.0)
Net book value at 
30 June 2002 0.5 1.6 1.8 3.9 
30 June 2001 0.5 1.9 2.3 4.7
a) Investment in own shares
The Dalgety Employee Benefit Trust (“EBT”) was established in April
1998, to facilitate the holding of shares in the Company by, or for the
benefit of, current and former employees.
Notes to the accounts continued
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 30 Sygen annual report and accounts 2002 31
The EBT is funded by an interest free loan from PIC Fyfield Limited
(formerly Dalgety PLC). At 30 June 2002, the outstanding loan was
£2.5m (£2.6m). The number of the ordinary shares of the Company held
by the EBT at 30 June 2002 amounted to 1,668,000 (1,668,000), and
the market value was £0.8m (£0.5m) of which £nil (£nil) has vested in
employees of the Company. 
b) Joint ventures
Investments in joint ventures represent the Group’s share of the net
assets of the following businesses:
Proportion of 
Name Country voting rights held
Agroceres – PIC Suinos Brazil 49%
Hybridschweine Cooperations GmbH Germany 50%
The joint ventures operate in the same business segment as the Group.
c) Parent company
Shares in group
companies
£m
Cost
At 30 June 2002 and 2001 1,201.2
Provision
At 30 June 2002 and 2001 (321.4)
Net book value at 30 June 2002 879.8
30 June 2001 879.8
Shares in group companies represent the Company’s investment in
Sygen Limited, a newly formed first tier holding company which holds
100% of the shares of PIC Fyfield Limited (formerly Dalgety PLC).
The investment in PIC Fyfield Limited is valued at the fair value of
consideration given under the Scheme of Arrangement undertaken in
1998 less provision for impairment.
Principal direct and indirect subsidiaries of the Company are listed 
in note 25.
12 Stocks
2002 2001
Group £m £m
Raw materials and consumables 1.0 0.6 
Work in progress (livestock) 6.5 8.8 
7.5 9.4 
The current replacement cost of stocks does not materially exceed the
historical cost stated above. 
13 Debtors
2002 2001
Group £m £m
Trade debtors 14.0 15.2 
Amounts owed by joint ventures 0.1 0.1 
Other debtors 1.0 1.6 
Tax recoverable – 3.7 
ACT recoverable – 0.9 
Deferred tax recoverable (note 5) 2.3 1.3 
Prepayments and accrued income 0.8 0.9 
18.2 23.7 
a) Other debtors and deferred tax recoverable include amounts falling
due after more than one year of £0.1m (£0.4m) and £1.7m (£1.9m),
respectively. 
b) Parent Company debtors comprise amounts due from Group
companies of £45.1m (£52.5m) and other debtors of £nil (£nil).
14 Borrowings and financial instruments
The disclosures set out below exclude short term debtors and creditors
as permitted by FRS 13 Derivatives and Other Financial Instruments,
other than the currency risk disclosures:
Interest rate risk profile
The interest rate risk profile of the Group’s financial assets and liabilities
after taking into account of the interest rate and currency swaps used 
to manage the interest and currency profile is as follows:
US 2002
Sterling Dollars Euro Other Total
Financial assets £m £m £m £m £m
Cash at bank and 
in hand 5.5 24.9 3.2 3.1 36.7
Debtors – other 
over one year – 0.1 – – 0.1
Fixed asset 
investments 0.3 – – – 0.3
Total 5.8 25.0 3.2 3.1 37.1
At floating rates 
of interest 5.8 24.9 3.2 3.1 37.0
At fixed rates 
of interest – 0.1 – – 0.1
5.8 25.0 3.2 3.1 37.1
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 31 32 Sygen annual report and accounts 2002
US Deutsch- 2001
Sterling Dollars marks Other Total
Financial assets £m £m £m £m £m
Cash at bank and 
in hand 4.2 31.5 1.5 5.4 42.6 
Debtors – other over 
one year – 0.4 – – 0.4 
Fixed asset 
investments 0.3 – – – 0.3 
Total 4.5 31.9 1.5 5.4 43.3 
At floating rates 
of interest 4.5 31.7 1.5 5.4 43.1 
At fixed rates 
of interest – 0.2 – – 0.2 
4.5 31.9 1.5 5.4 43.3 
The floating rate financial assets mainly comprise cash, money market
funds, commercial paper, and US state and local government securities
at variable market rates that mature within 90 days which are included
within liquid resources.
The Group also has £0.4m (£0.7m) of non bank financial assets in
the form of loans and preference shares. The US dollar debtor loans of
£nil (£0.2m) attract variable interest rates at the US prime rate and loans
of £0.1m (£0.2m) attract fixed interest rates at 7.5%, 8.0% or 8.5%. The
fixed asset investments of £0.3m (£0.3m) represent preference shares
that attract interest from June 2001 at a margin above UK base rate.
US 2002
Sterling Dollars Total
Financial liabilities £m £m £m
Borrowings – 6.6 6.6 
Creditors – other over one year – 0.6 0.6 
Provisions for pension 
administration and 
management costs 2.5 – 2.5 
Provisions for surplus properties 5.7 – 5.7 
Total 8.2 7.2 15.4 
At floating rates of interest 8.2 5.0 13.2 
At fixed rates of interest – 1.6 1.6 
On which no interest is paid – 0.6 0.6 
8.2 7.2 15.4 
The maturity of the Group’s 
financial liabilities is as follows:
Less than one year 1.2 5.3 6.5
One to two years 1.2 0.9 2.1
Two to five years 2.9 1.0 3.9
Over five years 2.9 – 2.9
8.2 7.2 15.4
US Deutsch- 2001
Sterling Dollars marks Total
Financial liabilities £m £m £m £m
Borrowings – 9.4 6.2 15.6 
Creditors – other less than 
one year – 1.3 – 1.3 
Creditors – other over one year – 0.7 – 0.7 
Creditors – forward contract 
less than one year – 0.2 – 0.2 
Provisions for pension 
administration and 
management costs 2.8 – – 2.8 
Provisions for surplus properties 7.1 – – 7.1 
Total 9.9 11.6 6.2 27.7 
At floating rates of interest 9.9 7.4 6.2 23.5 
At fixed rates of interest – 2.2 – 2.2
On which no interest is paid – 2.0 – 2.0 
9.9 11.6 6.2 27.7 
The maturity of the Group’s 
financial liabilities is as follows:
Less than one year 1.0 9.2 6.2 16.4 
One to two years 1.5 1.0 – 2.5 
Two to five years 4.4 1.4 – 5.8 
Over five years 3.0 – – 3.0 
9.9 11.6 6.2 27.7 
The floating rate financial liabilities comprise bank borrowings and certain
provisions due after more than one year.
The US Dollar borrowings of £5.0m (£7.4m) bear interest based on
either a margin above LIBOR or a margin above US prime rate maturing
in March 2003 and borrowings of £1.6m (£2.0m) at a fixed rate of 8.5%
maturing in February 2005. The US creditor amount contains a loan
amounting to £0.6m (£2.0m) that is non-interest bearing and matures
in July 2003. 
The effect of the US forward contract is to classify £nil (£0.2m) in
the above table as a fixed rate contract. The forward contract was due
to a commitment to purchase 20.0 million Deutschmarks with US Dollars
at a forward exchange rate of 2.23 Deutschmarks for each US Dollar
that was in a loss position at 30 June 2001. The open forward contract
at 30 June 2001 was closed out during the year with £nil outstanding
at 30 June 2002. The Group had no open hedge contracts at
30 June 2002.
The Group's provision for surplus properties £5.7m (£7.1m) and
pension administration and management costs £2.5m (£2.8m) meet
the definition of financial liabilities and are considered to be floating rate
financial liabilities. This is because in establishing the provisions, the
cash flows have been discounted and the discount rate is re-appraised
at each half yearly reporting date to ensure that it reflects current
market assessments of the time value of money and the risks specific
to the liability.
Notes to the accounts continued
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 32 Sygen annual report and accounts 2002 33
Exchange rate management
The table below shows the Group's currency exposures, being
exposures on currency transactions that give rise to the net currency
gains and losses recognised in the profit and loss account. Such
exposures comprise the monetary assets and liabilities that are not
denominated in the functional currency of the operating company
involved.
2002 Foreign currency monetary assets/(liabilities) in £m
Functional US Canadian
currency Sterling Dollars Dollars Euro Other Total
Sterling – 0.3 – (1.0) (0.1) (0.8)
US Dollars (1.0) – (1.1) – – (2.1)
Euro (3.0) (0.2) – – (0.1) (3.3)
Mexican Pesos – 6.2 – – – 6.2
Chilean Pesos – 0.8––– 0.8
Danish Krone (1.3) – – – – (1.3)
Polish Zloty (0.9) – – – – (0.9)
Other (0.7) (0.2) – – – (0.9)
Total (6.9) 6.9 (1.1) (1.0) (0.2) (2.3)
2001 Foreign currency monetary assets/(liabilities) in £m
Functional US Canadian
currency Sterling Dollars Dollars Euro Other Total
Sterling – (2.3) – (0.2) 0.1 (2.4)
US Dollars (1.0) – (0.8) – – (1.8)
Canadian Dollars – (0.7) – – – (0.7)
Mexican Pesos (0.1) 5.8 – – – 5.7 
Euro (3.4) (0.6) – – (0.1) (4.1)
Other (1.9) 0.4 – – – (1.5)
Total (6.4) 2.6 (0.8) (0.2) – (4.8)
Included within a Sterling operating company is a Euro short term borrowing
monetary liability of £nil (£6.1m) and within a Mexican Peso operating
company is US Dollar liquid resources of £6.2m (£5.8m). The remaining
monetary assets and liabilities are primarily due to intercompany
receivables and payables.
Borrowings
2002 2001
Group £m £m
Bank loans and overdrafts 5.0 13.6 
Loan notes 0.3 0.3
Short term borrowings 5.3 13.9 
One to two years:
– By instalments 0.3 0.3 
Two to five years:
– By instalments 1.0 1.4
Borrowings due after one year 1.3 1.7 
Total borrowings 6.6 15.6 
a) Borrowings of £5.0m (£13.6m) attract interest at variable rates and
borrowings at fixed rates of £1.6m (£2.0m) attracted interest at a fixed
rate of 8.5%.
b) Bank loans and overdrafts and loan notes are unsecured borrowings.
c) The Group has a total of £3.3m (£3.5m) in undrawn committed
facilities at floating rates which will expire in March 2003. Of the total
£0.3m (£nil) is in the form of standby letter of credit.
d) The book value of financial assets and liabilities is not materially
different from their fair value. Fair value is the amount at which a financial
instrument could be exchanged in an arm’s length transaction between
informed and willing parties, other than a forced or liquidation sale and
excludes accrued interest. Where available, market values have been
used to determine fair values. Where market values are not available, 
fair values have been calculated by discounting expected cash flows 
at prevailing interest and exchange rates.
15 Other creditors
2002 2001
a) Group £m £m
Due within one year:
Trade creditors 6.9 7.7 
Amounts owed to joint ventures – trade 0.3 – 
Taxation 13.1 21.0 
Other creditors 0.8 5.8 
Accruals and deferred income 12.9 14.0 
Dividends payable 1.5 – 
35.5 48.5 
Due after one year:
Other creditors 0.7 0.7 
0.7 0.7 
b) Parent company creditors comprise amounts due to Group companies
of £724.8m (£844.9m) and other creditors of £2.1 (£nil).
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 33 34 Sygen annual report and accounts 2002
16 Provisions for liabilities and charges
Western
Surplus Fundamental Sale of Europe Deferred
properties Pensions restructuring businesses restructuring taxes Total
Group £m £m £m £m £m £m £m
At 30 June 2001 7.1 6.7 1.5 0.7 0.4 1.5 17.9
Prior year adjustment – note 5 ––––– (1.5) (1.5)
At 30 June 2001 – restated now reported 7.1 6.7 1.5 0.7 0.4 – 16.4
Cash paid (0.1) (0.6) (1.0) (1.5) (0.2) – (3.4)
Provided/(released) in year – exceptional (1.6) – (0.1) 2.9 – – 1.2
Provided in year – operating – 0.3 – – – – 0.3
Unwind of discount 0.3 ––––– 0.3
Exchange rate variation – – – (0.1) – – (0.1)
At 30 June 2002 5.7 6.4 0.4 2.0 0.2 – 14.7 
The surplus property provision represents the discounted future costs
of properties not occupied by the Group. These costs are computed
net of risk weighted rental income and, where necessary, dilapidation
and letting expenses and will be paid out over the next 12 years.   
Provisions for pensions amounting to £3.9m (£3.9m) relates to
unfunded pension obligations to current and former senior executives
of the Group calculated on the transfer value method. Payments will
be made upon the retirement of the relevant executives. The balance
relates to the Group’s contractual obligation to pay administrative and
management expenses of the Dalgety Pension Fund over the next
three years. 
Fundamental restructuring provisions principally relate to the
contract guarantees from the sale of businesses and redundancies
of the last remaining former Dalgety PLC head office staff. These
provisions are expected to be utilised over the next several years.
The sale of business provision relates to contractual guarantees
for environmental due diligence relating to the sale of the Oklahoma
businesses. This provision is expected to be paid out over the next year.
The provision for Western European restructuring relates to the
closure of a regional office and farms announced during 2000 which
is expected to be completed within the next year.
17 Share capital
Authorised Issued
2002 2001 2002 2001
£ £ £ £
Ordinary shares of 10p each 38,750,000 38,750,000 29,376,217 29,313,404
a) Issued share capital
During the year ended 30 June 2002, 628,125 ordinary shares were issued.
Of this 628,125 ordinary shares, 500,000 were issued following the exercise
of share warrants and 128,125 were issued as an allotment of shares to
non-executive directors as part payment of their fees. During the year ended
30 June 2001, no shares were issued.
b) Share options and appreciation rights outstanding at 30 June 2002 are as follows:
Shares
Savings-related share option plan (exercisable at a price of 121.60p until 2003) 47,089
Global employee share option and share appreciation rights plan (exercisable at a price of 69.00p between 2002 and 2009) 1,808,000
Senior executive share option and share appreciation rights plan (exercisable at prices ranging from 37.00p to 191.14p 
between 2002 and 2012) 10,577,311
12,432,400
Notes to the accounts continued
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 34 Sygen annual report and accounts 2002 35
18 Movement on reserves
Share Profit
premium Revaluation and loss
account reserve Other account
Group £m £m £m £m
At 30 June 2001 1.8 1.0 (287.8) 289.2 
Prior year adjustment (note 5) – – – 2.8 
At 30 June 2001 – 
Restated now reported 1.8 1.0 (287.8) 292.0 
Issue of shares 0.1––– 
Fixed asset disposal – (0.3) – 0.3
Retained profit – – – 9.3 
Exchange rate variation – – – (4.3) 
At 30 June 2002 1.9 0.7 (287.8) 297.3 
Share Profit
premium Merger and loss
account reserve account
Parent company £m £m £m
At 30 June 2001 1.8 170.6 (111.3)
Issue of shares 0.1 – –
Retained profit (note c) – – 114.6
Exchange rate variation – – (1.8)
At 30 June 2002 1.9 170.6 1.5
a) Other reserves include goodwill written off on acquisitions of
£28.8m (£28.8m).
b) Group translation loss on the net investment in foreign subsidiaries
was £4.3m (£2.4m). The net investments include equity investments and
loans made to foreign subsidiaries intended to be long term in nature. 
c) The parent company has elected under Section 230 of the Companies
Act 1985 not to present a separate profit and loss account. In 2002, the
amount dealt with in the Group profit and loss account relates to
dividends and release on interest bearing loans with PIC Fyfield Limited
for £114.6m. In 2001, the amount dealt with in the Group profit and loss
account was a loss after tax of £37.4m principally relating to interest
bearing loans with PIC Fyfield Limited. 
19 Reconciliation of operating profit to net cash 
inflow from operating activities
2002 2001
£m £m
Group operating profit 11.1 8.6
Depreciation and amortisation 6.3 6.4 
Net profit on disposal of fixed assets (0.4) (0.6)
Provisions paid (3.4) (5.1)
Provisions charged not paid 0.3 0.1 
Provisions released – (0.1)
Decrease in stocks 1.5 1.8
Decrease in debtors 1.7 3.1 
Decrease in creditors (5.1) –
Net cash inflow from operating activities 12.0 14.2
20 Acquisitions and disposals
In February 2001, the Group acquired Agricola Genetico Porcina Ltda.
The net assets of the company acquired were £nil, goodwill recognised
was £2.3m, cash paid was £0.3m and accrued borrowings to the seller
were £2.0m. 
During the year ended 30 June 2001, disposal proceeds 
of £0.7m are purchase price adjustments relating to the sale of Dalgety
Agriculture Limited. 
2002 2001
£m £m
Exceptional profit on sale of business – 0.7
Disposal proceeds – cash – 0.7 
Share warrants, share options and appreciation rights outstanding at 30 June 2001 are as follows:
Shares
Warrants (exercisable at 34.00p until 2005) 500,000
Savings-related share option plan (exercisable at prices ranging from 121.60p to 148.09p between 2001 and 2003) 111,603
Global employee share option and share appreciation rights plan (exercisable at a price of 69.00p between 2002 and 2009) 2,552,000
Senior executive share option plan and share appreciation rights plan (exercisable at prices ranging from 37.00p to 191.14p 
between 2001 and 2011) 11,896,563
15,060,166
Share appreciation rights will be settled in cash (see remuneration report).
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 35 36 Sygen annual report and accounts 2002
21 Analysis of net cash
1 July Cash Non-cash 30 June
2001 flow changes Exchange 2002
£m £m £m £m £m
Cash 8.0 2.4 – – 10.4
Liquid resources 34.6 (6.1) – (2.2) 26.3
42.6 (3.7) – (2.2) 36.7
Borrowings due
– within one year (13.9) 8.3 (0.1) 0.4 (5.3)
– after one year (1.7) 0.3 0.1 – (1.3)
27.0 4.9 – (1.8) 30.1
a) Liquid resources include commercial paper and term deposits which
mature within one year of acquisition. 
b) Non-cash changes relate to maturity changes of borrowings.
22 Reconciliation of net cash flow to movement in net cash
2002 2001
£m £m
Increase/(decrease) in cash in the year 2.4 (4.3) 
Borrowings acquired – (2.0)
Cash flow from change in borrowings 8.6 3.7 
Cash flow from change in liquid resources (6.1) 9.7
Change in net cash resulting from cash flows 4.9 7.1
Translation differences (1.8) 1.5
Movement in cash in the year 3.1 8.6
Net cash at beginning of year 27.0 18.4 
Net cash at end of the year 30.1 27.0 
23 Pensions
The Group operates a number of pension schemes throughout its
businesses, of both the defined contribution and defined benefit types.
a) The pension cost for defined contribution schemes, which represents
contributions payable by the Group, amounted to £0.5m (£0.7m).
Included in creditors is £0.1m (£0.1m) in respect of contributions to
the schemes.
b) The pension cost for unfunded defined benefit schemes amounted
to £0.1m (£0.1m). Included in provisions is £3.9m (£3.9m) in respect
of liabilities under the schemes.
c) The pension cost for funded defined benefit schemes amounted
to £0.2m (£0.2m), and is assessed in accordance with the advice of
qualified independent actuaries on triennial bases. Included in creditors
is £0.2m (£0.2m) in respect of contributions to the schemes.
The most significant scheme is the Dalgety Pension Fund, a defined
benefit type scheme for employees in the UK, the assets of which are
held separately from the assets of the Group and are administered by
trustees and managed professionally.
The latest valuation of the Dalgety Pension Fund was made as at
31 March 2000 by actuaries Watson Wyatt LLP , using the projected unit
method. The principle assumptions adopted in the valuation were that
the investment returns on existing assets would be 6.0% per annum
before retirement and 5.0% per annum after retirement, that pay
increases would average 4.0% per annum, and that the annual increase
in inflation and pensions in payment would be 2.5% per annum. For the
purposes of costing the future pension accrual the same assumptions
were used except that a higher rate of investment return of 7.0% per
annum was assumed before retirement. The market value of the assets
of the Fund at 31 March 2000 amounted to £666m. This includes the
estimated value of an annuity policy secured by the Trustees with an
insurance company in July 1999, which matches almost all the Fund’s
current and deferred pension liabilities. 
Following the disposal of several businesses the directors and
Trustees have reached agreement on the future operation of the Fund.
This agreement apportioned the Fund surplus for use by the Trustees
for augmenting members’ benefits. At 31 March 2000 there were some
outstanding pension transfer payments due to some of the receiving
schemes in respect of these disposals, which have now been
completed.
After offsetting the value of the annuity policy, the outstanding
transfer payments (including payments due from the element of surplus
under the direction of Sygen), and excluding the element of surplus
under the control of the Trustees, the market value of the remaining
assets at 31 March 2000 was £10.6m. The value of those assets
represents approximately 145% of the value of the residual uninsured
liabilities which were £7.3m at 31 March 2000, after allowing for
expected future increases in earnings.
For the purpose of determining the parent company’s pension cost
in respect of the Dalgety Pension Fund the results of the 31 March 2000
valuation have been updated in respect of known material changes since
that date, in particular the high level of administration expenses incurred,
but not for other items of experience such as changes in the market
value of scheme assets, increases in pensionable earnings and pension
member status changes. After allowing for the amortisation of the
surplus recoverable to Sygen over the average remaining service lives
of the current employees the parent company’s pension cost is £0.2m
(£0.2m).
The valuation used for FRS 17 disclosures has been based on
the most recent actuarial valuation at 31 March 2000 and updated
by Watson Wyatt LLP to take account of the requirements of FRS 17
in order to assess the liabilities of the scheme at 30 June 2002. The
Dalgety Pension Fund actuaries have calculated that after offsetting the
value of the annuity policy and excluding the element of surplus under
the control of the Trustees, the market value of the remaining assets as
at 30 June 2002 was £9.6m.
Notes to the accounts continued
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 36 Sygen annual report and accounts 2002 37
The financial assumptions used to calculate the scheme liabilities
under FRS 17 are:
Financial rate assumptions 2002 2001
Discount 5.7% 6.2%
Inflation 2.5% 2.8%
Pension increases 2.5% 2.8%
Salary increases 4.0% 4.3%
2002 2001
Expected Expected
rate of rate of
£m return £m return
Bonds 34.8 5.2% 31.9 5.8%
Equity 11.7 8.1% 20.3 7.8% 
Cash 0.5 4.0% 2.5 5.3% 
Total assets 47.0 54.7 
2002 2001
Balance sheet reconciliation £m £m
Total assets 47.0 54.7
Actuarial liabilities (8.0) (7.0)
Surplus 39.0 47.7
Irrecoverable surplus under Trustee control (37.4) (44.7)
Deferred tax liability (0.5) (0.9)
Net pension asset 1.1 2.1
2002
Analysis of amounts credited to financing of provisions £m
Expected return on assets in the pension scheme 0.2
Interest on pension scheme liabilities (0.4)
Net loss (0.2)
Analysis of actuarial charge to the statement 2002
of total recognised gains and losses (STRGL) £m
Experience gain on liabilities 0.9
Loss on change of financial and demographic assumptions (1.1)
Loss on scheme assets (1.6)
Net loss (1.8)
2002
Analysis of movements in surplus during the year £m
Surplus at the beginning of year 47.7
Contributions 0.2
Distribution of surplus by the Trustees (6.5)
Actuarial charge to the STRGL (1.8)
Service cost (0.4)
Financing of provisions charge (0.2)
Surplus at the end of year 39.0
History of experience gains and losses 2002
Experience gain on liabilities:
Amount £m 0.9
Percentage of scheme assets at end of year 11.1%
Loss on scheme assets:
Amount £m (1.6)
Percentage of scheme liabilities at end of year 3.3%
Total actuarial loss recognised in the STRGL
Amount £m (1.8)
Percentage of scheme liabilities at end of year 21.9%
24 Financial commitments and contingent liabilities
Financial commitments
a) Capital expenditure commitments contracted for but not provided
were £0.2m (£0.5m).
b) At 30 June the Group had annual commitments under non-
cancellable operating leases expiring:
2002 2001
Land & Land &
buildings Other buildings Other
£m £m £m £m
Within one year 1.6 0.9 0.2 0.7 
Two to five years 1.3 1.0 2.5 0.7 
After five years 1.4 – 1.7 –
c) In the ordinary course of business, Group companies are committed
to forward purchases and sales of materials, payments of rent for
property and other routine transactions. No loss is expected to arise 
as a result of these commitments except for the net anticipated loss 
on property leases which are surplus to requirements which has been
provided for within the provision for surplus properties.
Contingent liabilities
In October 2001, one of the Group’s insurance companies declared
insolvency. This company was insuring a number of contingent liabilities
relating to the sale of businesses in prior years. A provision of £2.9m
has been made in respect of these claims and associated costs. Having
obtained legal advice and on the basis of the information available, the
directors believe that the provision made represents their best estimate
of the outcome of the claims and associated costs, although due to the
nature of the claims, actual settlements may differ from this estimate.
The Group in the ordinary course of business is also subject to other
various claims and assessments. The Group believes that these claims
are either within insured limits or have no foundation.
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 37 38 Sygen annual report and accounts 2002
Notes to the accounts continued
Corporate
PIC Fyfield Limited (formerly Dalgety PLC)
Sygen International, Inc. (USA)
All subsidiaries are indirect subsidiaries of the Company, are wholly
owned and, unless otherwise indicated, each company is incorporated
and operates in the UK. Although the financial activity did not
materially affect the consolidated results of the Group, operations for
the shrimp breeding business commenced during the year ended 30
June 2002.
A complete list of subsidiary companies of the Group will be filed 
with the Annual Return.
26 Related party transactions
a) Transactions with joint ventures were as follows:
2002 2001
£m £m
Sales to joint ventures 1.7 1.7 
Purchases from joint ventures – – 
25 Principal subsidiaries
The undermentioned subsidiaries were those whose activities
principally affected the consolidated net assets or results of the Group:
Operations – Pig breeding business
Pig Improvement Group Limited
Pig Improvement Company UK Limited
PIC USA, Inc. (USA)
PIC-Canada Limited (Canada)
Pig Improvement Company Mexico S.A. de C.V. (Mexico)
Pig Improvement Company Deutschland GmbH (Germany)
Pig Improvement Company Denmark AS (Denmark)
PIC France SA (France)
PIC Espana SA (Spain)
PIC (Zhangjiagang) Limited (China)
Operations – Shrimp breeding business
SyAqua Research LLC (USA)
SyAqua USA, Inc. (USA)
SyAqua Mexico S. de R.L. de C.V. (Mexico)
27 Dalgety residual assets and liabilities
The Group has residual assets and liabilities related to the Dalgety restructuring in June 1998 or matters that arose prior to the restructuring.
The table below separates the residual assets and liabilities from the non-residual assets and liabilities at 30 June 2002 and 2001:
2002 2001
Dalgety Sygen Dalgety Sygen
asset/ asset/ asset/ asset/
(liability) (liability) Total (liability) (liability) Total
£m £m £m £m £m £m
Fixed asset – investments (note 11) 1.9 2.0 3.9 2.2 2.5 4.7 
Debtors (note 13) – 18.2 18.2 4.2 19.5 23.7 
Creditors due within one year (note 15) (4.4) (31.1) (35.5) (20.4) (28.1) (48.5)
Provisions for liabilities and charges (note 16) (12.2) (2.5) (14.7) (15.3) (1.1) (16.4)
a) Dalgety fixed asset – investments include the Dalgety Employee Benefit Trust £0.5m (£0.5m) and other investments mainly in marketable securities.
b) Dalgety debtors principally relate to tax recoverable amounts relating to certain businesses disposed of prior to 1998.
c) Dalgety creditors due within one year principally relate to amounts accrued for taxation related to the disposal of former Dalgety business units.
d) Dalgety provisions for liabilities and charges are comprised of amounts for pensions £6.1m (£6.7m), surplus properties £5.7m (£7.1m) and
fundamental restructuring costs £0.4m (£1.5m) connected with the disposal of businesses.
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 38 2002 2001 2000 1999 1998
£m £m £m £m £m
Turnover
Continuing businesses 165 175 140 151 218
Discontinued businesses – –– – 3,040
165 175 140 151 3,258
Operating profit/(loss)
Continuing businesses before exceptional items
Pig Improvement 25 21 6 4 31
Corporate costs (13) (12) (10) (8) (12)
Discontinued businesses before exceptional items – ––– 55
Fundamental restructuring including sale and closure of businesses (1) (1) 2 (6) 156
Reorganisation – – (4) (3) –
Tax liability provision release – –1 – –
Captive insurance company provision release – –1 1 –
Litigation – –1 (5) –
Goodwill charged to profit and loss account – –– (6) –
Net interest receivable/(payable) 2 21 4 (4)
Profit/(loss) before taxation 13 10 (2) (19) 226
Tax (2) 13 (1) 3 (109)
Profit/(loss) after taxation 11 23 (3) (16) 117
Balance sheet
Fixed assets
Intangible assets 2 2–––
Tangible assets 31 35 36 50 46 
Investments 4 55 6 8
37 42 41 56 54
Net current assets 21 13 1 12 47
Total assets less current liabilities 58 55 42 68 101
Creditors due after one year (2) (2) (15) (8) (10)
Provisions for liabilities and charges (15) (17) (21) (51) (73)
41 36 6 9 18
Called up share capital 29 29 29 29 29
Reserves 12 7 (23) (20) (11)
Equity shareholders’ funds 41 36 6 9 18
Total net cash included above 30 27 18 34 127
Dividends per ordinary share:
– basic 0.5p –– – 6.0p
Earnings/(loss) per ordinary share:
– basic 3.7p 7.9p (1.0)p (5.4)p 40.1p
– adjusted (note a) 2.8p 0.3p (2.3)p (1.4)p 16.2p
Notes
a)  Adjusted earnings/(loss) per share are calculated excluding all exceptional items (together with the related tax effects) for the purpose of providing
a measure of the underlying performance of the Group’s operations.
b)  2001 figures have been restated to reflect a reclassification of certain amounts as turnover that were previously recorded as other operating income
to more appropriately reflect their nature.
c)  2001 figures have been restated to reflect the application of FRS 19.
d) 1998 figures have been restated to reflect the change in accounting policy to capitalise breeding stock.
Five year summary 1998-2002
Sygen annual report and accounts 2002 39
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 39 40 Sygen annual report and accounts 2002
Shareholder information
Analysis of ordinary shareholdings at 30 June 2002
% of
Number of total
holdings Shares held shares
By category of shareholder 
Individuals 16,593 22,372,580 7.62
Banks, nominees and other 
corporate bodies 1,107 266,205,674 90.62
Insurance companies 23 1,880,685 0.64
Investment companies and 
pension funds 22 3,303,228 1.12
17,745 293,762,167 100.00
By size of holding
1–500 8,114 1,747,463 0.60
501–1,000 3,899 2,928,214 1.00
1,001–5,000 4,654 9,485,863 3.23
5,001–20,000 698 6,744,597 2.30
20,001–50,000 133 4,506,389 1.53
50,001–100,000 77 5,828,798 1.98
100,001–200,000 51 7,493,495 2.55
200,001 and over 119 255,027,348 86.81
17,745 293,762,167 100.00
Financial calendar
This information should only be taken as a guide:
Annual General Meeting 6 November 2002
Record Date to be eligible for 2002 Final Dividend 1 November 2002
Payment of 2002 Final Dividend 2 December 2002
Publication of 2003 Interim Results February 2003
Publication of 2003 Preliminary Results September 2003
2003 Report & Accounts Published October 2003
Electronic communication
Shareholders wishing to receive communications from the Company 
by e-mail should register on-line at www.computershare.com/register/uk
and follow these instructions (you will need to enter your Shareholder
Reference Number (located on your share certificate), surname 
and postcode):
1. Select ‘Sygen International plc’ from list of companies; 
2. At Shareholder Selection, key in your Shareholder Reference Number,
Family Name and Postcode;
3. Agree to the Terms and Conditions;
4. At Communication Details, select the delivery method and key in your
e-mail address.
It is important that you read the Terms and Conditions carefully as
they set out the basis on which electronic communications shall be sent
to you.
Once registered, you will need to ensure that the Registrar is
informed of any change of e-mail address by visiting the same website.
The Company is required to make certain information from its register 
of members available for public inspection. E-mail addresses do not 
form part of that information and shareholders may be confident that 
the information provided will not be made publicly available or used 
by the Company for any purpose other than communicating with you 
as shareholders.
Share dealing services
Two share dealing services have been established to provide
shareholders with simple ways of buying and selling Sygen ordinary
shares. 
Postal – this service has been established with the Company’s
Brokers, Cazenove & Co Limited. Transactions will be dealt with upon
receipt of duly completed instruction forms. The commission is 1%
subject to a minimum charge of £10 (plus stamp duty of 0.5% on
purchases). Further details and forms can be obtained from Cazenove &
Co Limited, Share Schemes Department, 3 Copthall Avenue, London
EC2R 7BH; telephone: 44 (0)20 7606 1768.
Telephone – this service has been established with the Company’s
Registrars, Computershare Investor Services PLC. There are no forms
to complete and the share price at which you deal will generally be
confirmed to you whilst you are on the telephone. The commission is
1% subject to a minimum charge of £15 (plus stamp duty of 0.5% on
purchases). The service is available from 8:00am to 4:30pm, Monday to
Friday excluding bank holidays, on telephone number 44 (0)870 703
0084. Please ensure you have your Shareholder Reference Number
(located on your share certificate) when making the call. Detailed
terms and conditions are available on request – please telephone 
44 (0)870 702 0000. 
This is not a recommendation to buy, sell or hold Sygen shares. 
If you are unsure of what action to take, you should contact a financial
advisor authorised under the Financial Services and Markets Act 2000. 
In so far as this statement constitutes a financial promotion for 
the share dealing services provided by Cazenove & Co Limited and
Computershare Investor Services, it has been approved by Cazenove &
Co Limited and Computershare Investor Services PLC for the purpose 
of Section 21 (2) (b) of the Financial Services and Markets Act 2000 only.
Both companies are regulated by the Financial Services Authority.
Where this has been received in a country where the provision 
of such share dealing services would be contrary to local laws or
regulations, this should be treated as information only.
Registered office
Fyfield Wick, Abingdon, Oxfordshire OX13 5NA
Telephone: 44 (0)1865 822 275; Fax: 44 (0)1865 821 011
Investor Relations: UK – 44 (0)1865 822 318; US – 1 510 981 2138
Registered in England No. 3215874
http://www.sygeninternational.com
Registrars and transfers office
Computershare Investor Services PLC
7th Floor, Jupiter Square, Triton Court, 14 Finsbury Square,
London EC2A 1BR
Shareholder Enquiries:
Computershare Investor Services PLC
Owen House, 8 Bankhead Crossway North, Edinburgh EH11 4BR
Helpline UK: 44 (0)870 702 0010
http://www-uk.computershare.com
Auditors
PricewaterhouseCoopers
31 Great George Street, Bristol BS1 5QD
2057/tp/Sygen R&A 2002/p4  30/9/02  5:33 pm  Page 40 Sygen annual report and accounts 2002 41
Notice of annual general meeting
Notice is hereby given that the fifth Annual General Meeting of 
Sygen International plc will be held at The New Connaught Rooms, 
61-65 Great Queen Street, London WC2B 5DA on Wednesday, 
6 November 2002 at 2:00 p.m. for the following purposes:
As Ordinary Business
1 To receive the accounts and reports of the directors and auditors 
for the year ended 30 June 2002.
2 To declare a final dividend for the year ended 30 June 2002.
3 To elect I G T Ferguson as a director (see Note 5).
4 To re-elect J H Anderson as a director retiring by rotation.
5 To re-elect J A Harvey as a director retiring by rotation (see Note 5).
6 To re-elect J W Meister as a director retiring by rotation (see Note 5).
7 To re-appoint PricewaterhouseCoopers as auditors and to authorise
the directors to determine their remuneration.
As Special Business
To consider and if thought fit, pass the following resolution as an ordinary
resolution:
8 THAT the Board be and it is hereby generally and unconditionally
authorised to exercise all powers of the Company to allot relevant securi-
ties (within the meaning of Section 80 of the Companies Act 1985) up to
an aggregate nominal amount of £9,000,000 provided that this authority
shall expire at the conclusion of the next Annual General Meeting after
the passing of this resolution save that the Company may before such
expiry make an offer or agreement which would or might require relevant
securities to be allotted after such expiry and the Board may allot rele-
vant securities in pursuance of such an offer or agreement as if the
authority conferred hereby had not expired.
To consider and if thought fit, pass the following resolutions as spe-
cial resolutions:
9 THAT subject to the passing of Resolution 8 the Board be and it is
hereby empowered pursuant to Section 94 of the Companies Act 1985
to allot equity securities (within the meaning of Section 95 of the said Act)
as if Section 89(1) of the said Act did not apply thereto, provided that this
authority shall be limited to:
(1) the allotment of equity securities in connection with a rights issue or
a scrip dividend alternative in favour of ordinary shareholders where
the equity securities respectively attributable to the interests of all
ordinary shareholders are proportionate (as nearly as may be) to the
respective numbers of ordinary shares held by them (subject to such
exclusions or other arrangements as the Board may deem necessary
or expedient in relation to fractional entitlements or legal or practical
problems under the laws of, or requirements of any recognised regu-
latory body or stock exchange in, any territory), and
(2) the allotment (otherwise than pursuant to sub-paragraph (1) above)
of equity securities up to an aggregate nominal value of £1,460,000.
This power shall expire at the conclusion of the next Annual General
Meeting of the Company or 15 months from the date hereof, whichever
is the earlier, save that the Company may, before such expiry, make an
offer or agreement which would or might require equity securities to be
allotted after such expiry and the Board may allot equity securities in pur-
suance of such offer or agreement as if the power conferred hereby had
not expired.
10 THAT the Company be generally and unconditionally authorised to
make market purchases (within the meaning of section 163 of the
Companies Act 1985) of its ordinary shares of 10 pence each provided
that:
(1) the minimum price that may be paid for any share is 10 pence and
the maximum price that may be paid for any share is an amount
equal to 105% of the average of the middle market quotations for a
share as derived from the Official List of the London Stock Exchange
for the five business days immediately preceding the day on which
such share is contracted to be purchased;
(2) the maximum number of shares that may be acquired under this
authority is 29,000,000 (representing approximately 10% of the
issued ordinary share capital of the Company);
(3) this authority shall expire at the earlier of the conclusion of the next
Annual General Meeting and 15 months from the date hereof, and
(4) the Company may before such expiry under (3) above enter into a
contract to purchase such ordinary shares which would or might be
executed wholly or partly after such expiry.
By Order of the Board
D Lee
Company Secretary
4 October 2002
Notes:
1 Only ordinary shareholders are entitled to attend and vote at the meeting. To be 
entitled to attend and vote at the meeting (and for the purpose of the determination 
by the Company of the number of votes they may cast), ordinary shareholders must 
be entered on the Company’s Register of Members by the close of business on 
4 November 2002. 
2 Any shareholder may appoint a proxy, who need not be a member, to attend and, 
on a poll, to vote instead of the shareholder. Shareholders submitting a proxy are not
precluded from attending the meeting and voting if they wish to do so. A form of proxy
is enclosed. Shareholders may also register proxy votes electronically by logging on to
the Registrar’s website www.computershare.com/proxy.
3 Shareholders attending the meeting acknowledge that they are expressly requesting
and willing to receive any communications (including communications relating to the
Company’s shares) made at the meeting.
4 The following documents are available for inspection from the date of this notice until
the date of the meeting at the Company’s Registered Office. They will also be available
for inspection on the date of the meeting, at the place of the meeting from 1:30 p.m.
until its conclusion:
(a) copies of Contracts of Service of any director with the Company,
(b) the Register of Directors’ Share Interests.
5 I G T Ferguson and J A Harvey are members of the Remuneration Committee; 
J W Meister is Chairman of the Remuneration Committee.
Design consultants, Tor Pettersen & Partners Ltd. Printed in England by The Colourhouse.
Sygen R&A 2002 4pp cover+spine  1/10/02  9:49 am  Page 2