Annual
Report
2003
Annual
Report
2005
Growing Partnerships Worldwide
Registered office: Hesslewood Country Office Park,
Hessle, East Yorkshire HU13 0PW, Telephone 01482 626511 Fax: 01482 626512
Registered Number: 329377   www.fenner.com
Fenner PLC  Annual Report 2005
Fenner is a world leader in reinforced polymer
technology.
Our strategy is to increase market share and
target new value added product areas. We will
continue to concentrate on growing those
businesses where we already demonstrate
leadership through our skills in applications,
design, materials technology and dedication to
customer service as well as by carefully planned
acquisitions.
Advanced Sealing Technologies
Advanced Sealing Technologies
CHARLOTTE
Tel: (1) 704 334 5353
Fax: (1) 704 334 1733
www.scandura.net
Tel: (44) 1482 781234
Fax: (44) 1482 785438
www.fennerdunlop.com/europe
Tel: (31) 512 585 555
Fax: (31) 512 585 511
www.fennerdunlop.com/europe
Tel: (86) 21 599 369 89
Fax: (86) 21 599 367 34
www.fennerdunlop.com/shanghai
Tel: (61) 3 9680 4500
Fax: (61) 3 9689 9191
www.apexfenner.com.au
Tel: (44) 1522 781800
Fax: (44) 1522 510029
www.james-dawson.com
Tel: (44) 113 249 3486
Fax: (44) 113 248 9656
www.fennerdrives.com
Tel: (44) 20 8941 2244
Fax: (44) 20 8783 1669
www.hallite.com
Tel: (49) 40 73 47 480
Fax: (49) 40 73 47 48 49
www.hallite.de
Tel: (27) 11 974 1902
Fax: (27) 11 974 1900
www.fenner.co.za
Tel: (27) 11 828 8950
Fax: (27) 11 822 2013
www. ksbpumps.co.za
ATLANTA
Tel: (1) 404 294 5272
Fax: (1) 404 296 5165
www.gaduck.com
Tel: (1) 717 665 2421
Fax: (1) 717 665 2649
www.fennerdrives.com
DETROIT
Tel: 248 362 0170
Fax: 248 362 4246
www.hallite.com
HOUSTON
Tel: 281 446 6662
Fax: 281 446 7034
www.cdipolytek.com
Advanced Sealing Technologies
James
D wson a
PANTONE 280
60% TINT 280
Tel: (86) 21 599 369 89
Fax: (86) 21 599 367 34
www.james-dawson.com
James
D wson a
PANTONE 280
60% TINT 280
C ONVEYOR BELTING EUROPE
CONVEYOR BELTING EUROPE
Tel: (91) 452 2464201
Fax: (91) 452 2464204
CONVEYOR BELTING AMERICAS
CONVEYOR BELTING AUSTRALIA
CONVEYOR BELTING 
CONVEYOR BELTING 
Tel: (1) 705 645 4431
Fax: (1) 705 645 3112
www.scandura.net
CONVEYOR BELTING AMERICAS
             Annual
Report
2003
Annual
Report
2005
Growing Partnerships Worldwide
Registered office: Hesslewood Country Office Park,
Hessle, East Yorkshire HU13 0PW, Telephone 01482 626511 Fax: 01482 626512
Registered Number: 329377   www.fenner.com
Fenner PLC  Annual Report 2005
Fenner is a world leader in reinforced polymer
technology.
Our strategy is to increase market share and
target new value added product areas. We will
continue to concentrate on growing those
businesses where we already demonstrate
leadership through our skills in applications,
design, materials technology and dedication to
customer service as well as by carefully planned
acquisitions.
Advanced Sealing Technologies
Advanced Sealing Technologies
CHARLOTTE
Tel: (1) 704 334 5353
Fax: (1) 704 334 1733
www.scandura.net
Tel: (44) 1482 781234
Fax: (44) 1482 785438
www.fennerdunlop.com/europe
Tel: (31) 512 585 555
Fax: (31) 512 585 511
www.fennerdunlop.com/europe
Tel: (86) 21 599 369 89
Fax: (86) 21 599 367 34
www.fennerdunlop.com/shanghai
Tel: (61) 3 9680 4500
Fax: (61) 3 9689 9191
www.apexfenner.com.au
Tel: (44) 1522 781800
Fax: (44) 1522 510029
www.james-dawson.com
Tel: (44) 113 249 3486
Fax: (44) 113 248 9656
www.fennerdrives.com
Tel: (44) 20 8941 2244
Fax: (44) 20 8783 1669
www.hallite.com
Tel: (49) 40 73 47 480
Fax: (49) 40 73 47 48 49
www.hallite.de
Tel: (27) 11 974 1902
Fax: (27) 11 974 1900
www.fenner.co.za
Tel: (27) 11 828 8950
Fax: (27) 11 822 2013
www. ksbpumps.co.za
ATLANTA
Tel: (1) 404 294 5272
Fax: (1) 404 296 5165
www.gaduck.com
Tel: (1) 717 665 2421
Fax: (1) 717 665 2649
www.fennerdrives.com
DETROIT
Tel: 248 362 0170
Fax: 248 362 4246
www.hallite.com
HOUSTON
Tel: 281 446 6662
Fax: 281 446 7034
www.cdipolytek.com
Advanced Sealing Technologies
James
D wson a
PANTONE 280
60% TINT 280
Tel: (86) 21 599 369 89
Fax: (86) 21 599 367 34
www.james-dawson.com
James
D wson a
PANTONE 280
60% TINT 280
C ONVEYOR BELTING EUROPE
CONVEYOR BELTING EUROPE
Tel: (91) 452 2464201
Fax: (91) 452 2464204
CONVEYOR BELTING AMERICAS
CONVEYOR BELTING AUSTRALIA
CONVEYOR BELTING 
CONVEYOR BELTING 
Tel: (1) 705 645 4431
Fax: (1) 705 645 3112
www.scandura.net
CONVEYOR BELTING AMERICAS
             Australia
CONVEYOR BELTING
 Melbourne, Australia
Over 20 stockholding 
branches
Principal products: 
Rubber ply belts
Technical rubber products 
Conveyor services
 Sydney, Australia
Principal products: 
Solid-woven PVC belts 
Conveyor services
China
CONVEYOR BELTING
 Shanghai, China
Principal products: 
Solid-woven PVC belts   
Nitrile covered PVC belts
PRECISION POLYMERS
 Shanghai, China
Principal products: 
Silicone hoses
India
CONVEYOR BELTING
 Madurai, India
Principal product: 
Solid-woven PVC belts
Southern Africa
CONVEYOR BELTING
 Johannesburg, South Africa
Principal products: 
Solid-woven PVC belts   
Nitrile covered PVC belts
Rubber compound
KSB PUMPS
James
D wson a
PANTONE 280
60% TINT 280
 Johannesburg, South Africa
Eight branches
Principal product: 
Centrifugal pumps
CONVEYOR BELTING AUSTRALIA
CONVEYOR BELTING 
CONVEYOR BELTING 
Key:-
Conveyor Belting
Manufacturing facilities
Sales/service branches
Precision Polymers
Manufacturing facilities
Sales/service branches
Advanced Sealing
Technologies
Manufacturing facility
Sales/service branches
Pumps
Manufacturing facility
Sales/service branches
North America
 Atlanta, Georgia
Principal products: 
Rubber ply belts
Lightweight rubber belts
 Bracebridge, Ontario
Principal products: 
Steel cord belts                 
Rubber ply belts
 Charlotte, North Carolina
Principal product: 
Lightweight PVC belts
 Port Clinton, Ohio
Principal product: 
Rubber ply belts                   
 Toledo, Ohio
Principal products: 
Rubber ply belts              
Special profile belts
 Tlalnepantla, Mexico
Principal product: 
Rubber ply belts 
ADVANCED SEALS
 Detroit, Michigan
Principal product: 
Hallite Dynamic Seals
 Houston, Texas
Principal product: 
CDI Polytek Seals
Europe
PRECISION POLYMERS
 Lincoln, UK
Principal products: 
Precision belts
Silicone hoses
Industrial ducting
Industrial rubber
products
 Poynton, UK
Principal products: 
Silicone hoses
 Leeds, UK
Principal products: 
Detachable link belts
Extruded belting
North America
PRECISION POLYMERS
 Manheim, Pennsylvania
Principal products: 
Precision belts
Detachable link belts
Keyless bushings
Urethane belting
High-tech fabrics
 Wilmington,
North Carolina
Principal products: 
Composite pulleys, 
sprockets & couplings
Belt & chain guides
Guide rail systems
Europe
 Hull, UK
Principal products: 
Solid-woven PVC belts
Nitrile covered PVC belts
 Drachten, Netherlands
Sales/service offices in 
France, Spain & UK
Principal products: 
Rubber ply belts
Passenger conveyor
belting
Rubber profiles & sheeting
ADVANCED SEALS
 Hampton, UK
Principal products: 
Hallite &
CDI Polytek Seals 
 Hamburg, Germany
Principal product: 
Hallite Seals
CONVEYOR BELTING EUROPE
James
D wson a
PANTONE 280
60% TINT 280
CONVEYOR BELTING AMERICAS
CONVEYOR BELTING
CONVEYOR BELTING
Advanced Sealing Technologies
Advanced Sealing Technologies Fenner PLC  1
Financial Highlights 2005 2004
£000 £000
Turnover 313,012 260,595
Operating profit before goodwill amortisation
and exceptional items 21,255 16,101
Operating profit 15,849 8,738
Profit before tax 12,025 6,395
Adjusted earnings per share before goodwill amortisation,
exceptional items and profit on sale of operations 9.34p 7.67p
Basic earnings per share 5.28p 2.19p
Dividends per share 5.825p 5.825p
Contents
1 Financial Highlights
2 Chairman’s Statement
4 Chief Executive Officer’s Review
10 Group Finance Director’s Review
12 The Board
13 Corporate Governance
17 Board Remuneration Report
23 Directors’ Report
25 Independent Auditors’ Report
26 Financial Accounts
59 Five Year Summary
60 Annual General Meeting
Advisors
Financial Calendar
  Chairman’s Statement
2 Fenner PLC
Following a solid first half performance, Group profit before tax for the
year increased 88% to £12.0m. We have benefited from an
unprecedented worldwide demand for energy particularly in China.
Our capital expenditure and rationalisation programmes have created
opportunities for productivity improvements throughout our operations.  
The acquisition of Wellington Holdings plc (“Wellington”) in May
has provided a valuable addition to our niche precision polymer
businesses. Our strengthened balance sheet leaves us well placed to
exploit these opportunities.
We are encouraged by our
strong start to the year and 
by current positive
indications for the future.
Colin Cooke
Chairman
TURNOVER AND
PROFITS
Group turnover increased
20% to £313.0m (2004
£260.6m) which includes £10.8m from the former Wellington businesses acquired on 20 May
2005. Turnover growth in our underlying businesses amounted to 16% reflecting the strong
recovery in the heavyweight belting market driven by global energy demands.  
Group operating profit for the year before goodwill amortisation and exceptional items
amounted to £21.3m (2004 £16.1m) including £1.9m from the former Wellington businesses.
After goodwill amortisation and exceptional items, Group operating profit amounted to
£15.8m (2004 £8.7m).
Turnover for the second half year reached £171.7m (2004 £139.8m) generating an
operating profit before goodwill amortisation and exceptional items of £14.7m (2004 £10.6m)
reflecting a strong second half performance characteristic of the markets in which the Group
operates.
Following an improved first half performance, our heavyweight belting businesses made
further progress building on the significant volume recovery particularly in North America.
Despite intense raw material price pressures, profit margins have continued to improve. 
The Precision Polymers businesses in both the UK and North America have performed
well, benefiting from a recovery in levels of industrial activity. 
The former Wellington businesses outperformed our expectations during the final
quarter of our financial year.
Exceptional items of £3.5m (2004 £6.2m) principally arose from impairment costs,
giving a Group profit before tax of £12.0m (2004 £6.4m). As a result of the much improved
operating performance, Group earnings per share before goodwill amortisation and
exceptional items increased to 9.34p per share (2004 7.67p) and after goodwill amortisation
and exceptional items to 5.28p (2004 2.19p).
Improvements
throughout
our operations Fenner PLC  3
DIVIDENDS
The Board recommends a final dividend maintained at 3.85p, which, together with the
interim dividend of 1.975p, represents a total for the year of 5.825p (2004 5.825p). The
underlying dividend cover is 1.6 after adjusting for goodwill amortisation, exceptional items
and the element relating to shares that were only in issue for three months of the year.
CASH RESOURCES AND INVESTMENT
We have raised a net £56.3m from shareholders during the year. £45.7m was invested in the
Wellington acquisition. The balance was applied to reducing our
existing debt levels whilst we examine the opportunities available
for further investment. Net borrowings at the year end amounted
to £33.9m (2004 £39.4m).
PEOPLE
The progress in improving our margin returns is a demonstration of the commitment by all
our employees, whom I thank for their efforts in this regard.
Our AGM in January 2006 will mark the retirement from the Board of Tom Glucklich,
who has been a non-executive director of the Company for over 10 years. I would like to
take this opportunity to thank Tom for his support and intellectual contribution during that
period and to wish him every success for the future.
I am pleased to announce the appointment on 1 November 2005 of David Campbell as
a non-executive director of the Company.  David was formerly Chief Executive of British Vita
PLC and following the retirement of Tom Glucklich in January 2006, will chair the Company’s
Remuneration Committee.
OUTLOOK
We have made a strong start to the new year with many of our markets showing continuing,
robust strength. A buoyant energy sector has been a significant factor
in our recent growth and the confidence of our customers in this area is
an encouraging sign. Asian demand has provided the opportunity for
further new developments as the region becomes a more significant
part of the Group. Overall we look forward to another year of healthy
progress as we consolidate the benefits of our acquisition strategy.
Colin Cooke Chairman
“...opportunities...
for further
investment.”
“...strong start
to the new
year...” A transformational
year
Chief Executive Officer’s Review
4  Fenner PLC
Fenner Advanced Sealing Technologies service a wide range of
industries worldwide including mobile hydraulics, industrial
processing, materials handling, well servicing, forestry, aircraft fuel
systems, oil and gas, earthmoving and mining. 2005 saw a transformation in the Group with the acquisition of
Wellington Holdings plc in May. As a result we have now increased
the high-margin Precision Polymer’s turnover to a third of the Group’s.
We believe this also improves our profit and cash generating ability
and provides a further platform for growth.
Since the acquisition, the Wellington business, now renamed
Fenner Advanced Sealing Technologies, has performed above our
initial expectations and has already started to deliver the synergies
envisaged.
During the year we saw many of our markets strengthen as the combination of Chinese
demand and surging energy prices benefited many of our operations, both directly and 
indirectly. These developments have been particularly favourable to our Asia Pacific 
businesses, encouraging us to expand further our operations in China with three additional
new major projects in progress, which are detailed below.
ASIA PACIFIC
Our Chinese conveyor belting operation continued to gain momentum with strong sales
growth. As China’s burgeoning economy surged ahead on the strength of its exports and
insatiable demand for energy, coal producers
endeavoured to match the requirements. The
ensuing drive for coal productivity
improvements has proved beneficial for our
heavy duty products, as existing and new
customers realise the value of utilising higher
performance belting. This upward trend has
supported our capital investment to date with
further plant expansion planned to service our broadening customer base in this
increasingly important territory for the Group.
The hose operation in Shanghai received additional investment during the year to
accommodate output levels which are increasing as new business is gained. Slow but
steady progress is being made towards tighter truck emissions
legislation that requires changes to be made to original equipment
manufacturers’ designs, which in turn increases demand for our
products. These positive developments underpin our capital expenditure
programme for the commissioning of a dedicated world-class
manufacturing hose facility capable of meeting market demand.
The acquisition of Wellington Holdings plc brought numerous new
and exciting opportunities to the Group. These included the identification of gaps in their
geographical coverage in locations where we have existing knowledge and expertise. To
exploit these distinctive competencies, plans are underway for further penetration of seals’
markets in China with the construction of a new plant.
Fenner PLC  5
Mark Abrahams
Chief Executive Officer
“...dedicated
world-class
manufacturing
hose facility...”
Above: Manufactured at the Fenner Shanghai facility, this Fenaplast conveyor belt is in operation underground
at the Shenhua Yujialiang mine in Inner Mongolia. Currently, over 100km of Fenner Chinese-manufactured
belting is running underground and constantly setting new records of service life and coal output. Production of computer peripherals has progressively migrated to South East Asia in recent
years, and the overwhelming majority of our mini-pitched timing belts are shipped into the
region. Accordingly, our presence has been strengthened in South East Asia to support
existing office equipment accounts and to identify and develop new business opportunities.
Australia recorded a solid return from both the heavyweight conveyor belting and 
service operations. Strong coal market
conditions, enhanced by lower Chinese
coal exports in order to serve their
domestic demand, facilitated a year-on-
year improvement in this sector. The
performance was particularly
encouraging in our network of national
service operations where the focus is
on the provision of solutions tailored to
meet our customers’ existing and future
requirements. This network was further
strengthened during the year through the acquisition of L&K Conveyor Services which has
enhanced our presence in Western Australia and provides a strong foundation for further
penetration of this territory.
Our Indian conveyor belting operation enjoyed a successful first full year as a wholly
owned subsidiary, following the prior year’s restructuring of the Group’s interest.
NORTH AMERICA
Our conveyor belting operations experienced a continuation of the market and productivity
improvements from the latter part of the previous year although rising oil prices caused
upward pressure on input costs. Sales to the mining sector were particularly strong as
reinvestment programmes commenced, underpinned by the buoyant global demand for
energy which has held coal prices at near record levels. Sales to industrial markets
improved through a combination of the recovery in the economic conditions and the
increasing value of our organisational support structure. A dedication to solving all
conveying challenges, with the use of the latest technology,
has uniquely positioned the business to develop key
partnerships with our customers.
Precision polymer operations encountered more
volatile demand patterns as US markets faced rising oil prices and consequent raw material
price inflation. Despite these effects, the industrial products group successfully continued to
deploy their strategy of product line expansion and channel exploitation. The development
programme included the launch of two new products in the year. The T-Max range of belt
and chain tensioners was expanded through the launch of the innovative, light-duty RT-3000
rotary tensioner. A new, patented variant of PowerTwist link belt has been developed
specifically to meet the market demand for roller conveyor systems to carry higher loads,
faster and more quietly.
“...key partnerships 
with our customers...”
6  Fenner PLC
Chief Executive Officer’s Review
Above: BHP Billiton iron ore blending and ship loading facility at Port Hedland, Western Australia, where
Apex Fenner Conveyor Services are contracted for condition monitoring and cleaning solutions for their
entire conveyor system. The contract was won in 2005, following the L & K Conveyor Services acquisition,
at a value A$6.8m The markets have responded favourably to both
of these carefully targeted product launches.
These, together with our marketing alliances, have
contributed to incremental sales growth. Market
demand in the office equipment segment was
slow in the first few months of the year, but
recovered considerably in the second half. Our
continuous improvement programme increased
production yields, but nevertheless, capacity was
flexed to meet customer demand for mini-pitch
timing belts. Planning is now well advanced for a
building extension to accommodate an increase in capacity with completion scheduled for
2006.
The newly-acquired seals operations benefited from buoyant energy markets. To
enhance growth further new applications, including the semi conductor processing industry,
were developed. The design of new sealing solutions, such as the patented SigmaSeal is
encouraging. This seal, which is generating interest in new markets, has unique
self-energising and low friction properties suitable to the control valve industry.
EUROPE
The environment for our UK based heavyweight conveyor belting operation became 
increasingly difficult during the year with declining demand from both the UK and German
coal industries. Against this, the demand from our worldwide potash customers remained
robust and further penetration of Eastern European, Ukrainian and Russian coal markets was
achieved. Whilst raw material prices increased significantly during the year, sales pricing
action coupled with improved purchasing enabled margins to be maintained. 
Weak economic conditions prevailed in most of our major European industrial markets,
which together with the threat from the competition
over an otherwise flat market, led to a difficult year for
our Dutch operation. As a consequence, action to
address the cost base was implemented in the
second half through a reduction in the workforce
whilst overall productivity improvements were
achieved through additional investment in new plant
and systems.
James Dawson at Lincoln built upon the solid
foundations established in recent years to record a
good performance overall. Demand from the speciality vehicle and business machine
markets was generally strong allowing the benefits from recent capital investment
programmes to be realised. Further recognition of the accomplishments of this operation
was gained in the year with the Queen’s Award for Enterprise in International Trade.
Fenner PLC  7
Top: Fenner Drives recently launched a new range of taper edge bands specially developed to meet the
requirements of the wallboard industry. These taper edge bands last up to 12 times longer than
conventional PVC bands, reduce downtime and are capable of operation at temperatures up to 64°C.
Bottom: James Dawson are supplying charge air hoses on Volvo Truck vehicles. This business emphasises
the Global position James Dawson has within the silicone hose supplier base. 8  Fenner PLC
Chief Executive Officer’s Review
1 Artist’s impression of the
Precision Polymers facility to be
built in the new Industrial Park in
Jiading, Shanghai. The new
facility will be shared equally by
Fenner Advanced Sealing
Technologies and James Dawson.
2 One of the new sealing
developments is the SigmaSeal
which has unique self-energising
and low friction properties suitable
for the control valve industry.
3 At the solid-woven conveyor
belting Centre of Technical
Excellence based in Hull, this
air-bearing PVC rheometer
provides an understanding of the
complex viscosity, flow and fusion
changes that take place during heat processing of a belt.
4 The conveyor belting facility in Atlanta has installed two new looms capable of weaving up to 2.2m widths. The looms operate at over
twice the speed of the previous looms and a further 10 are scheduled for commissioning by the end of the current year.
5 James Dawson Managing Director Rodney Barbour receiving the Queen’s Award for Enterprise from Mrs Bridget Carcroft-Eley, Her
Majesty’s Lord-Lieutenant of Lincolnshire at the ceremony held at the Lincoln facility.
6 A consignment of solid-woven Fenaplast conveyor belting destined for underground use being loaded at the new Indian facility.
1 2
3
4
5
6 The Poynton (Cheshire) hose facility, which was acquired in February 2004, continued to
perform well. The projected market synergy between Poynton’s EPDM hose and Lincoln’s 
silicone hose products is now beginning to be realised and is expected to lead to continued
steady growth of sales of Poynton products.
Fenner Drives Europe, formerly BTL in Leeds, experienced a continuing reduction in
demand from traditional markets, reflecting the general decline in UK manufacturing.
However, this decline was more than offset as programmes of innovative marketing, product
line expansion and increased activity in Europe took effect.
At the end of the year, the UK operations of both James Dawson and Fenner Drives
were restructured. James Dawson now operates exclusively in the world markets for
commercial and speciality vehicles, focusing upon capitalising on recent investments in the
specialist hose business. The industrial rubber and business machine products of James
Dawson have been brought under the responsibility of Fenner Drives Europe.
Sales from our European seals operations exceeded expectations in the period since 
acquisition with strong demand from longwall mining
equipment and the oil and gas industry. As we enter the new
year, the planned relocation of the UK operation to a new 
facility is progressing satisfactorily. The factory and offices
which are currently under construction at Hampton will
replace the existing network of 1920’s buildings. The benefits of the move will follow the
completion which is scheduled for the second half of 2006.
AFRICA
An increase in demand for energy in South Africa caused a heightened activity in the
region’s coal mining industry and the
commissioning of previously mothballed power
generation plants. This environment enabled the
achievement of a further successful year by our
conveyor belting operation, despite the keen
competition within the local market.
The Group’s other South African operation,
KSB, improved as the year progressed 
following softer volumes into agricultural markets
in the early months and higher contract volumes
in the second half-year.
Significant progress has been made during the last year with an increasingly encouraging
trend in performance. As we enter the new financial year we do so with confidence that most
of our businesses are seeing healthy market conditions with opportunities for growth.
Mark Abrahams Chief Executive Officer
Fenner PLC  9
“...seals operations
exceeded
expectations...”
Above: Fenner South Africa’s in-house splicing crew out in the field
splicing a solid-woven, high abrasion resistant conveyor belt on a
key installation feeding coal to Lethabo, one of South Africa’s
national power stations. Group Finance Director’s Review
10  Fenner PLC
The Group advanced significantly during the year with the acquisition
of Wellington Holdings plc. Our integration of the business has
progressed satisfactorily and an excellent performance has been
achieved in the initial period of ownership. With the improved
performance of our existing businesses, the overall result is most
encouraging. 
OPERATING CASH FLOW 
A robust operating profit before goodwill amortisation and exceptional
items of £21.3m (2004 £16.1m) facilitated a healthy operating cash
inflow. Working capital levels did increase with higher stock and debtors which reflected the
increase in trading activity, coupled with tighter credit terms arising from capacity constraints
in our supplier base.
Exceptional items of £3.5m (2004 £6.2m) largely related to property and plant
impairments. Of this amount, £1.0m resulted in a cash outflow in the period.
Overall the Group generated a cash inflow from operations of £21.3m (2004 £14.2m).
ACQUISITIONS AND GOODWILL
During 2005 the Group acquired the entire issued share capital of Wellington Holdings plc
for a consideration of £45.7m (including acquisition expenses) and made two smaller
acquisitions for £0.3m.
Goodwill arising on these transactions amounted to £41.6m.
FUNDING AND RESOURCES
During the year the Company raised £56.3m from shareholders in a placing and open offer
of new ordinary shares. The proceeds were principally used to fund the purchase of
Wellington Holdings plc.
The acquisition necessitated our having to formally anticipate the repayment of the
US$50m Private Placement Note in March 2006. This, together with the continuing capital
expenditure programme and potential for further bolt-on acquisitions, required us to secure a
new £60m five year committed Revolving Credit facility with three leading UK banks. This
has also replaced several uncommitted bank lines and gives us more flexibility for the
Company’s future debt financing options.
The Group’s gross borrowings at 31 August 2005 were £86.0m offset by cash and
deposits of £52.1m, giving net borrowings of £33.9m. Approximately 48% of the gross
borrowings is currently at a fixed interest rate.
PENSIONS
The Group has continued to account for pensions in accordance with SSAP 24. Following the
acquisition of Wellington Holdings plc, the Group has inherited further pension obligations.
The major scheme relates to the UK; a defined benefit arrangement which on 31 March 2000
was closed to new members. Existing members’ pensions continue to be accrued on a final
salary basis for the qualifying service up to 31 March 2000, with eligibility to participate in a
defined contribution scheme thereafter.
In accordance with the principles of FRS 7 “Fair Values in Acquisition Accounting” the deficit
Richard Perry
Group Finance Director Fenner PLC  11
of £2.1m in this scheme has been included within the provisional fair value of net assets
acquired.
The manner in which pension arrangements are reflected in the Group’s accounts will
change when the substantive requirements of FRS 17 “Retirement Benefits” are adopted
under International Financial Reporting Standards. Note 27b of the accounts gives the
funding position and pension cost in accordance with FRS 17 principles.
TAXATION 
The Group’s taxation charge for the year was £4.5m (2004 £3.1m) after offsetting a tax credit
of £0.4m in respect of exceptional items. Before exceptionals and goodwill amortisation, the
tax rate was 28% (2004 29%).
TREASURY POLICY
The Group has a central treasury function which operates in accordance with Board
approved policies. Its principal objective is to minimise financial risk. Where appropriate,
derivative transactions are undertaken to reduce interest rate and currency rate risks arising
from the Group’s operations and sources of finance. No speculative trading is undertaken.
The interest cost arising on borrowings is managed on a net basis through the use,
where appropriate, of swaps to reduce the interest rate risk.
Deposits of funds are made with banks and financial institutions approved by the Board
and within set credit limits. Bank and loan facilities are monitored on a regular basis and
maintained at a level which provides adequate funding for seasonal variations in borrowings
whilst allowing for acquisitions and organic expansion.
The Group’s principal foreign currency exposures arise on the translation of overseas
profits and net assets into sterling, the translation of intra-group lending (principally from the
UK to overseas subsidiaries) and from trading transactions in foreign currencies. The Group
normally only hedges the accounting exposure on the translation of overseas profits to the
extent that such profits are offset by interest charges on foreign currency borrowings.
Where cost effective, overseas net assets are hedged by foreign currency borrowings and
intra-group lending is matched by external borrowings in the same currency. Currency
exposures arising from trading transactions are continually monitored and material
exposures are hedged once cash flows can be identified with sufficient certainty.
During the year the derivatives used by the Group have been forward foreign exchange
contracts, options and interest rate swaps.
INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)
For accounting periods commencing on or after 1 January 2005 all European listed
companies are required to use IFRS to prepare their consolidated financial statements. For
Fenner this means that the 2006 Interim Report, the 2006 Annual Report and all subsequent
reports including all comparative information will be prepared using IFRS. The Group has
continued its preparatory work to ensure full compliance with these requirements.
Richard Perry Group Finance Director 12  Fenner PLC
COLIN
COOKE (65)* 
a r n
Chairman
Joined the Company
in May 1993 as non-
executive Chairman.
He is also a non-
executive director of
Advanced Fluid
Connections plc
(formerly known as
Oystertec plc).
The Board
MARK
ABRAHAMS (50)
n
Chief Executive
Officer
Appointed to the
Board as Group
Finance Director in
1990, and became
Chief Executive
Officer in May 1994.
He is also non-
executive Chairman
of Inditherm plc.
RICHARD
PERRY (55)
Group Finance
Director
Appointed to the
Board in September
1994. He is also a
non-executive
director of Scapa
Group plc.
DAVID BUTTFIELD
(59)* 
a r n
Appointed to the
Board in January
2003, he is a former
executive director
of D S Smith Plc.
THOMAS
GLUCKLICH (69)* 
a r n
Appointed to the
Board in August 1995,
he was formerly a
director of Lazard
Bros & Co Limited.
DEBRA
BRADBURY (39)
Company Secretary
Joined the Company in
2001 and was
appointed Company
Secretary in July 2002.
DAVID CAMPBELL
(55)* 
a r n
Appointed to the
Board in November
2005, he was
formerly Chief
Executive of British
Vita plc.
* Non executive 
a
Audit Committee
r
Remuneration Committee
n
Nomination Committee Fenner PLC   13
The Group is committed to comply with the Principles of Corporate Governance as set out in the 2003 Financial
Reporting Council’s Combined Code as incorporated into the FSA Listing Rules (“Combined Code”) and continues to
recognise the importance of high standards of corporate governance. This statement explains how the Principles of
Corporate Governance are applied within the Group and areas of non compliance are explained.
Directors & Directors’ Independence
The Board usually comprises the non-executive Chairman, two executive directors and two non-executive directors and
is responsible to shareholders for the proper management of the Group. Speciﬁc matters are reserved for the Board’s
consideration under a formal schedule including Group strategy, reviewing trading performance, considering senior
management appointments, formulating policy on key issues including the approval of signiﬁcant capital expenditure,
acquisitions and disposals and reporting to shareholders.
The Board is headed by a non-executive Chairman who was independent upon appointment and whose role is distinct
and separate from that of the Chief Executive Ofﬁcer. The other non-executive directors are also independent. Thomas
Glucklich, a non-executive director is the senior independent director of the company and is considered by the Board
to be independent in both character, judgement and contribution despite having served for 10 years. Thomas Glucklich
will be retiring from the Board at the forthcoming AGM. David Campbell was appointed to the Board on 1st November
2005 and was independent upon appointment. The Chairman and the non-executive directors are independent of
management and do not have any business relationships which could interfere with the exercise of their judgement.
Biographical details of the directors are set out on page 12.
Non-executive directors receive appropriate brieﬁngs on the Group and its operations when they are appointed to the
Board. They are encouraged to visit the Group’s ofﬁces and factories whenever the opportunity presents itself, where
they are briefed on local business operations. All directors have access to the Company Secretary, who is responsible
for ensuring that Board procedures are followed and that the Group complies with all applicable rules, regulations and
obligations governing its operations. A procedure exists for directors to take independent professional advice, at the
Group’s expense, if necessary, in the furtherance of their duties. The Board is provided with timely and appropriate
information prior to each Board, Committee or General Meeting covering the items on the agenda for such meetings.
The Board is in the process of identifying a suitable and meaningful board evaluation process. The Nomination
Committee appraised the requirements of the Board during the year as part of the recruitment process for a new non
executive director.
All directors are subject to election by shareholders at the ﬁrst Annual General Meeting following their appointment and
to re-election thereafter at intervals of no more than three years. 
The Board has a number of committees consisting of directors and senior executives. Details of their composition and
purpose are outlined below. In addition the Chairman and the non-executive directors meet from time to time without
the executive directors being present.
Group Executive
The Executive Committee is chaired by Mark Abrahams. It consists of the two executive directors, the Company
Secretary and ﬁve members of the Group’s senior management. The Executive Committee meets at least 6 times a year
and deals with the daily management of the Group through powers delegated to it by the Board.
Audit Committee
The Audit Committee comprises the Chairman and the non-executive directors and is chaired by David Buttﬁeld who
has recent and relevant ﬁnancial experience. Due to the size of the Company and the number of non-executive
directors, the Board has decided that the Chairman of the Company should remain a member of the Committee.
The terms of reference of the Audit Committee cover all the main points recommended by the Combined Code. Its
principal duties are to monitor the integrity of the ﬁnancial statements, to review the internal controls and risk
management systems, to review the work of internal audit and to consider all aspects of the relationship with the
external auditor. The Committee has the authority to obtain external legal or other professional advice on any matter
within its terms of reference. 
Corporate Governance
  There is a policy on the provision of non-audit services by the external auditor. Certain services such as due diligence
in relation to acquisitions and disposals, taxation and actuarial advice are permitted but others, for example, internal
audit, information technology and HR consultancy are generally considered inappropriate. Non-audit fees are reported
to the Committee.
The Committee has received and reviewed written conﬁrmation from the external auditor on all relationships that in their
judgement may bear on its independence. The external auditor has also conﬁrmed that it considers itself independent
within the meaning of UK regulatory and professional requirements.
Nomination Committee
The Nomination Committee, which consists of the Chairman, the non-executive directors and the Group Chief
Executive Ofﬁcer, is chaired by Colin Cooke. The duty of the Committee is to make recommendations to the Board
regarding the appointment of new Board members. Given the size of the Board and the Company, it is felt both
appropriate and prudent to have Mark Abrahams on the Committee to work with the Chairman and non-executive
directors on senior recruitment issues. Written terms of reference were adopted during the year clearly setting out the
role and scope of the Committee. There were three meetings during the year to identify and recruit a new non-executive
director to replace Thomas Glucklich when he retires at the forthcoming AGM. The Committee was assisted by
Spencer Stuart Consultants in identifying a short list of candidates who met the proﬁle being sought by the Board.
David Campbell was subsequently selected and joined the Board on 1 November 2005.
Remuneration Committee
The Remuneration Committee consists of the Chairman and non-executive directors and is chaired by Thomas
Glucklich. David Campbell will become the Chairman of the Committee when Thomas Glucklich retires. The Group
Chief Executive Ofﬁcer also attends the meetings by invitation.
The Committee is responsible to the Board for determining the remuneration packages of the executive directors and
other senior executives and advises on executive remuneration policy issues. It also approves the granting of share
options to employees within the Group and administers the Group’s Long Term Share Incentive Plan (LTIP).
The Remuneration Committee during the year received advice from MM&K Ltd who assisted the Committee in
consideration of matters relating to directors’ incentives and Mercer Human Resource Consulting, who conducted a
review of executive directors’ remuneration.
Directors’ remuneration
The Board Remuneration Report is set out on pages 17 to 22.
Relations with shareholders
The Company encourages regular dialogue with its institutional shareholders and also with private investors at the
Annual General Meeting. Update meetings are held with institutional shareholders following the announcement of
interim and ﬁnal results and as requested throughout the year. Similar meetings are held with private client brokers so
that the same information can be disseminated to private investors. Recent analyst presentations are also made
available on the www.fenner.com website. The Group website was revised during the year and now provides
comprehensive investor relations information for shareholders to view. The website includes the current share price,
regulatory announcements, ﬁnancial performance information, shareholder information and an investor relations
contact address.
Corporate Governance
continued
14 Fenner PLC
Number of meetings during the year
Chairman C I Cooke
Executive directors
M S Abrahams
R J Perry
Non-executive directors
T C Glucklich
D F Buttﬁeld
* By invitation
Group Board
10
9
10
9
9
10
Meetings of the Board
Audit
Committee
3
2
3*
3*
3
3
Remuneration
Committee
5
5
3*
-
5
5
Nomination
Committee
3
3
3
-
3
3 Fenner PLC   15
Annual General Meeting
In relation to the Company’s Annual General Meeting:
- the proxy count in respect of each resolution is announced after it has been dealt with on a show of hands;
- a separate resolution is proposed for each substantially separate issue, including the receipt of the annual 
report and accounts;
- all executive and non-executive Board members normally attend the Meeting; and
- the Notice of the Meeting, the annual report and accounts and any other related papers are normally sent to 
shareholders more than one month before the Meeting.
Accountability and audit
Directors’ responsibilities in respect of the ﬁnancial statements
Company law requires the directors to prepare ﬁnancial statements for each ﬁnancial year which give a true and fair
view of the state of affairs of the Company and the Group and of the proﬁt or loss of the Group for that period. In
preparing those ﬁnancial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgments and estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures 
disclosed and explained in the ﬁnancial statements; and
- prepare the ﬁnancial statements on the going concern basis unless it is inappropriate to presume that the 
Company and the Group will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any
time the ﬁnancial position of the Company and the Group and enable them to ensure that the ﬁnancial statements
comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and the
Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The maintenance and integrity of the Fenner PLC website is the responsibility of the directors; the work carried out by
the auditors does not involve consideration of these matters and accordingly, the auditors accept no responsibility for
any changes that may have occurred to the ﬁnancial statements since they were initially presented on the website.
Legislation in the UK governing the preparation and dissemination of ﬁnancial statements may differ from legislation in
other jurisdictions.
Going concern
After making enquiries, the directors have formed a judgment at the time of approving the ﬁnancial statements that
there is a reasonable expectation that the Company and Group have adequate resources to continue in operational
existence for the foreseeable future. For this reason, the directors continue to adopt the going concern basis in
preparing the ﬁnancial statements.
Internal control
The Board continues to review the effectiveness of the Group’s system of internal control and evaluates the Internal
Control report at least twice a year. This review covers all controls, including operational, ﬁnancial, compliance and risk
management.
As required by the UK Listing Authority, the Group has complied with the Combined Code provisions on internal control
having established the procedures necessary to implement the guidance contained in “Guidance for Directors on the
Combined Code” issued by the Institute of Chartered Accountants in England and Wales and by reporting in
accordance with that guidance.
The directors are responsible for the Group’s system of internal control which, like any system of internal control, can
only provide reasonable and not absolute assurance against material misstatement or loss. 
The directors have reviewed the effectiveness of the system of internal control in operation during the year and up to
the date of approval of the annual report. Corporate Governance
continued
16   Fenner PLC
The key procedures within the control structure are:
- the identiﬁcation of major business and insurance risks faced by the Group’s operations, by both the Board and 
senior management, and the determination of the most appropriate course of action to deal with these risks;
- central review and approval procedures in respect of major areas of risk, such as acquisitions and disposals, 
litigation, treasury management, taxation and environmental issues;
- a clear management structure with well deﬁned lines of responsibility and the appropriate levels of delegation;
- regular review of the Group’s business units by operational and executive management;
- a structured process for appraising and authorising capital projects. This process includes clearly deﬁned 
authorisation levels. Projects are subject to post investment appraisals;
- well established consolidation and reporting systems for both the statutory and monthly management accounts, 
with all Board members receiving a monthly statement of the ﬁnancial results;
- comprehensive budgeting systems with an annual budget approved by the Board. Monthly results are reported 
against budget and revised forecasts for the year are prepared regularly; and
- an internal programme of monitoring visits by the Internal Audit team was agreed with the Audit Committee, 
which review the compliance of each business unit with standard internal ﬁnancial control procedures adopted 
by the Group.
Compliance with the Combined Code
The Group has complied with the main provisions of the Combined Code in force during the year ended 31 August
2005 that are appropriate for a Group of this size. The Group has sought to explain non-compliance with the Board
evaluation process, the inclusion of the Chief Executive on the nomination committee and the inclusion of the Chairman
on the audit committee and will continue to work towards full compliance with the spirit of the Combined Code. Board Remuneration Report
The Board presents its report on directors’ remuneration which has been prepared following the provisions of
Schedule B of the Combined Code issued in July 2003 and the provisions of the Directors’ Remuneration Report
Regulations 2002. Details of the Remuneration Committee’s responsibilities are given on page 14.
The parts of this report covering directors’ detailed emoluments, share schemes and pensions are audited.
Members of the remuneration committee
The members of the remuneration committee during the year were: Thomas Glucklich (Chairman), Colin Cooke and
David Buttﬁeld 
During the year the Remuneration Committee took advice from an independent external source, as noted on page 14.
Remuneration policy
Executive directors
The Company’s policy on remuneration is to attract, retain and incentivise executives with the experience and
necessary skills to operate and develop the Company’s businesses to their maximum potential, thereby delivering the
highest level of return for shareholders.
Consistent with this policy, beneﬁt packages awarded to executives are intended to be competitive and comprise a
mix of performance-related and non-performance related remuneration designed to incentivise them, but not to detract
from the goals of Corporate Governance.
During the year, Mercer Human Resource Consulting was commissioned to produce a report on comparative pay for
executive directors of companies similar to Fenner. The report conﬁrmed that the pay levels of the executive directors
were not above those of their peers.
The Committee also takes account of the pay levels of senior management of the Fenner Group when establishing the
executive directors’ remuneration. 
It is the Committee’s current intention to continue to reward the executive directors with an annual performance related
bonus plan, linked to operating proﬁt, earnings per share and cash targets, and a long-term share incentive plan
(LTIP). The shares allocated under the LTIP will be awarded to an executive after a period of three years and will be
dependent on the comparative performance of the Company’s  total shareholder return (TSR) against the TSR of
companies comprising the FTSE All Share Engineering and Machinery sector (The Peer Group) over the period from
the provisional allocation date to the ﬁnal award date. The Committee considers that TSR, which comprises of inter alia
dividend yield and share price movement in comparison with The Peer Group, is the best measure of long term
performance as it aligns the interests of executives with shareholders and recognises market conditions in the Group’s
industrial sector.
The targeted composition of each director’s remuneration is as follows:
Non-performance related Performance related
Mark Abrahams  60%  40%
Richard Perry 60%  40%
Chairman and Non-executive directors
The Chairman and non-executive directors are usually appointed for a ﬁxed three year term.
The remuneration of the non-executive directors is determined by the Board as a whole, having regard to the
packages awarded by other UK listed companies of similar size and complexity.
The non-executive directors do not participate in any of the Group’s bonus, share option or incentive schemes, nor do
they accrue any pension entitlement.
Fenner PLC   17 Board Remuneration Report
continued
18 Fenner PLC
Directors’ service contracts
The executive directors have rolling 12 month contracts, in addition the Company has agreed to the payment of a
prescribed sum equivalent to 12 months salary and contractual beneﬁts if there is a change of control or termination of
their contracts by the company other than for cause. 
The service contracts do not contain any provision for compensation on early termination other than the notice period,
and the provision noted above, however the Committee will seek to mitigate cost to the Company whilst dealing fairly
with each individual case.
The details of the service contracts in relation to the executive directors and letters of appointment in relation to the
Chairman and non-executive directors, who served as directors during the year are:
Unexpired
term at Notice
31 August 2005 period
Mark Abrahams  - 1 year
Richard Perry  - 1 year
Colin Cooke* 28 months Fixed Term
Thomas Glucklich 4 months Fixed Term
David Buttﬁeld 4 months Fixed Term
* Colin Cooke’s services are provided by way of an agreement between the Company, Steels Management Limited and
Colin Cooke.
External appointments
Fenner recognises that its executive directors are likely to be invited to become non-executive directors of other
companies and that such appointments can broaden experience and knowledge, which may beneﬁt Fenner. Therefore
executive directors may, subject to approval by the Board and providing there is no conﬂict of interest, be allowed to
accept appointments as a non-executive director of another company and are normally allowed to retain the fees paid
from such appointments. In normal circumstances, they may not accept more than one appointment. Currently the
Chief Executive Ofﬁcer, Mark Abrahams, is non-executive Chairman of Inditherm plc and retained fees of £35,000 in
relation to Inditherm plc’s year ending 31 December 2004. The Group Finance Director, Richard Perry, was appointed
as a non-executive director of Scapa Group plc on 1 June 2005 and will retain the fees.
Remuneration components for executive directors
The major components of the executive directors’ remuneration are:
Basic annual salary and beneﬁts
The basic annual salary is subject to an annual review which takes into account the performance of the Group and the
individual and salary trends in comparable companies. In addition, a car allowance, healthcare insurance and other
beneﬁts are available in line with normal corporate practice.
Annual performance related bonus
Performance related cash bonuses are reviewed annually. Demanding performance targets are set, which must be
achieved before the maximum bonus is payable. The conﬁrmed criteria include targets linked to the Group’s
performance in terms of operating proﬁt and earnings per share. The target bonus for achievement of the annual
budget for these measures is 35% of basic annual salary and the maximum potential payment for the annual bonus is
60% of basic annual salary, excluding beneﬁts in kind and pension contributions. 
Long Term Share Incentive Plan
The Long Term Share Incentive Plan (LTIP) is designed to encourage its participants to deliver sustained long term
performance. Rewards under the LTIP are linked to the Company’s performance over three year periods (Plan Cycles). As near as
practicable to the start of a Plan Cycle, the Remuneration Committee notiﬁes each participant of the provisional
allocation of ordinary shares which could be distributed to him after the end of the Plan Cycle if the performance target
is met. The performance target is intended to be demanding. The provisional allocation of ordinary shares is based on
a percentage (maximum 100%) of the participant’s basic annual salary and the value of the Company’s ordinary shares
at the start of the Plan Cycle.
The performance measurement for each of the Plan Cycles is the Company’s TSR which is compared with the TSR of
The Peer Group. In the opinion of the Remuneration Committee, the FTSE All Share Engineering and Machinery Index is
the most appropriate index against which the TSR of the Company should be measured because it is an index of
businesses similar in nature to Fenner and which represent alternative investment options for our shareholders.
100% of the provisional allocation of ordinary shares may be distributed only if the Company’s performance places it
within the top 16 per cent of the companies in The Peer Group. Participants will not receive any ordinary shares if the
Company’s ranking is below the median (i.e. the point which divides The Peer Group into two equal halves such that
50% of the companies are above this point and 50% are below it). Between these two points there is a piecewise linear
relationship between the number of shares vesting and the percentile ranking of Fenner amongst the Peer Group.
There have been no departures from the Company’s policy on awarding beneﬁts under long-term incentive schemes
during the year. In the event that a director resigns, the awards will lapse.
The performance chart below illustrates the Company’s total shareholder return over the past ﬁve years compared to
the performance of The Peer Group. In addition to the statutory requirement to plot data over ﬁve ﬁnancial year ends,
the graph and table below reﬂect data for each of the Plan Cycle dates for the LTIP. The Plan Cycle dates are aligned
with the Group’s Preliminary Announcement, which the Remuneration Committee believes are the most appropriate
points for benchmarking the LTIP. This is because at these dates there is full disclosure of relevant price sensitive
information to the market as a whole.
Share options
Since the creation of the LTIP no options have been granted to the executive directors and they are no longer eligible to
participate in the Share Option Scheme for new options.
Pensions
The executive directors participate in the deﬁned beneﬁts section of the Fenner Pension Scheme, an Inland Revenue
approved mixed beneﬁts scheme, on the same terms as other senior executives. The Scheme provides for a maximum
pension of two-thirds of remuneration at or near retirement age of 62. For both of the executive directors, pensionable
salary and beneﬁts from the Fenner Pension Scheme are restricted by the Inland Revenue earnings cap, consequently
payments are made to funded unapproved retirement beneﬁt schemes (FURBS) to provide top-up pension beneﬁts in
excess of the Inland Revenue limits. 
FTSE All Share
Engineering
& Machinery Index
112
100
103
89
86
76
103
109
111
124
146
Fenner
86
100
111
117
115
107
107
110
150
170
214
Date
31 August 2000 
9 November 2000
31 August 2001
8 November 2001
31 August 2002
7 November 2002
31 August 2003
6 November 2003
31 August 2004
10 November 2004
31 August 2005
Total Shareholder Return
31/08/00 31/08/01 31/08/02 31/08/03 31/08/04 31/08/05
120
100
80
60
140
160
180
200
220
Fenner FTSE All Share Engineering & Machinery Index
Fenner PLC   19 Board Remuneration Report
continued
20 Fenner PLC
Directors’ detailed emoluments
Annual salary, Annual  
fees or performance  Total Total
consultancy  Beneﬁts in related  emoluments emoluments
services  kind* bonus** 2005 2004
£ £ £ £ £
Executive
Mark Abrahams 258,742 29,125 129,372 417,239 346,789
Richard Perry 162,750 26,820 81,375 270,945 223,073
Non-executive
Colin Cooke*** 90,100 - - 90,100 90,100
Thomas Glucklich 34,000 - - 34,000 27,392
David Buttﬁeld 31,000 - - 31,000 24,974
576,592 55,945 210,747 843,284 712,328
*Beneﬁts in kind include the provision of a car allowance and healthcare insurance for both executive directors.
**The bonuses will be paid by way of additional Company contributions into the respective funded unapproved
retirement beneﬁt schemes. 
***By an agreement between the Company, Steels Management Limited and Colin Cooke dated 24 June 1993, as
amended by subsequent supplemental agreements between the same parties the last one being dated 21 December
2004, Steels Management Limited agreed to provide the services of Colin Cooke as a non-executive director and 
Chairman of the Company until the AGM 2008. Steels Management Limited may at any time terminate the agreement by
giving 12 months notice in writing to the Company. In the year ended 31 August 2005 £90,100 (2004 £90,100), including
a £5,100 car allowance, was payable under this agreement. No remuneration was paid directly to Colin Cooke, nor were
any pension contributions paid on his account. The non-executive directors do not participate in any Company pension
scheme, nor do they receive beneﬁts in kind.
No director waived emoluments in respect of the year ended 31 August 2005.
Share schemes
Interests in share options
Details of options held by directors are set out below:
Earliest  
exercise Expiry  Exercise August 2004 Exercised Lapsed August 2005
date date price Number in year in year Number
Mark Abrahams 27 July 1998 26 July 2005 144.00p 73,380 - 73,380 -
Richard Perry 15 November 1997 14 November 2004 132.05p 157,895 - 157,895 -
27 July 1998 26 July 2005 144.00p 26,315 - 26,315 -
No options have been granted or exercised during the year. No other directors have been granted share options in the
shares in the Company. None of the terms and conditions of the share options was varied during the year. All options
were granted in respect of qualifying services and all have now lapsed.
The market price of the Company’s shares at the end of the ﬁnancial year was 145.25p and the range of market prices
during the year was between 103.9p and 163.0p. Interests in shares
The interests of the directors in the 25p ordinary shares of the Company were:
31 August 2005 1 September 2004 
Number Number
Mark Abrahams 394,840 360,255
Richard Perry 327,032 290,173
Colin Cooke 210,408 198,596
Thomas Glucklich 1,000 1,000
David Buttﬁeld - -
All directors’ interests are beneﬁcially held. There have been no changes in the interests set out above between
31 August 2005 and 9 November 2005.
Long-term incentive schemes
Shares awarded to executive directors under the long-term incentive plan are as follows:
End of Plan Cycle 
1 September  Provisional Shares Shares 31 August Value & Award
Allocation 2004 allocation    awarded lapsed 2005awarded Determination
date Number Number Number Number Number £ date
Mark Abrahams
7 November 2001 161,296 161,296 38,598 122,698 - 46,318 16 November 2004
6 November 2002 196,569 200,559 200,559 6 November 2005
5 November 2003 212,623 216,939 216,939 5 November 2006
10 November 2004 155,046 155,046 10 November 2007
Richard Perry
7 November 2001 104,667 104,667 25,047 79,620 - 30,056 16 November 2004
6 November 2002 127,390 129,976 129,976 6 November 2005
5 November 2003 136,925 139,704 139,704 5 November 2006
10 November 2004 97,524 97,524 10 November 2007
Total of awards in year 63,645 76,374
The number of shares provisionally allocated was adjusted under the rules of the long term incentive plan following the
Share Placing and Open Offer.
The performance criteria attached to the shares that were awarded on 16 November 2004 and those provisionally
allocated on 10 November 2004 relate to the Company’s TSR, which is compared with the TSR of The Peer Group.
There have been no variations in the terms and conditions of scheme interests during the year. All awards under long-term
incentive plans were in respect of qualifying services.
The Plan Cycle ending on 16 November 2004 was independently evaluated and an award of shares made representing
24% of the original award of shares was made on 14 December 2004. The market value (as deﬁned in the Rules of the
Plan) of an Ordinary Share of the Company at the beginning of the Plan Cycle was 103.9p, at the end of the Plan Cycle
was 120.00p and the market value used on 16 November 2004 for the new Plan Cycle was 127.7p (125.16p after
adjustment for the Share Placing and Open Offer).
The Performance Graph on page 18 showing TSR gives an indication of whether each LTIP Plan Cycle will achieve the
performance criteria, based upon the share price at 31 August 2005.
Given the nature of the performance calculation, it could be misleading to indicate a likely outcome for future share
awards.
Fenner PLC   21 Signed on behalf of the Board of Directors
T C Glucklich Chairman of the Remuneration Committee
9 November 2005
Additional information as required by the Listing Rules
Transfer value of additional accrued beneﬁts
Additional accrued beneﬁts earned in year earned in year less directors’ contributions
£ £
Mark Abrahams  2,700  26,400
Richard Perry    3,500  36,200
The accrued pension entitlement is the amount that the director would be paid annually on retirement based on service
to 31 August 2005. The Listing Rules require the increase in this amount to be disclosed excluding inﬂation. The
beneﬁts do not allow for any retained beneﬁts which the directors may have relating to previous employment. The
pension beneﬁts exclude any additional pension purchased by additional voluntary contributions.
The increase in the accrued entitlement is the difference between the accrued entitlement at the year end (31 August
2005) and the accrued entitlement at the previous year end (31 August 2004).
The pension beneﬁts are based on the directors’ pensionable salaries which are limited to the Inland Revenue earnings
cap (currently £105,600 per annum).
All transfer values have been calculated on the basis of actuarial advice in accordance with Actuarial Guidance Note
GN11. The transfer values of the accrued entitlement represent the value of assets that the pension scheme would
need to transfer to another pension provider on transferring the scheme’s liability in respect of the directors’ pension
beneﬁts. They do not represent sums payable to individual directors and, therefore, cannot be added meaningfully to
annual remuneration.
The transfer value of the increase in accrued beneﬁts, required by the Listing Rules, discloses the current value of the
increase in accrued beneﬁts that the director has earned in the period, whereas the change in his transfer value,
required by the Companies Act discloses the absolute increase or decrease in his transfer value and includes the
change in value of the accrued beneﬁts that results from market volatility affecting the transfer value at the beginning of
the period, as well as the additional value earned in the year.
The Company also makes contributions to funded unapproved retirement beneﬁt schemes (FURBS) in respect of the
executive directors. The contributions made by the Company, excluding the annual performance related bonus, were:
2005 2004
£ £
Mark Abrahams  174,652 170,430
Richard Perry    108,229 127,779
Pensions
Directors’ pension entitlement
Set out below are details of the pension beneﬁts to which each of the executive directors is entitled.
Accrued Increase in Accrued Transfer  Transfer Increase in
entitlement accrued entitlement value at   value at transfer value
31 August entitlement  31 August 31 August  31 August less directors’
2004 over the year  2005 2004 2005 contributions
£ £ £ £ £ £
Mark Abrahams 35,900 4,000 39,900 304,200 397,900 93,700
Richard Perry 34,000 4,700 38,700 378,200 495,500 109,140
22 Fenner PLC
Board Remuneration Report
continued The directors submit their report and the audited Group accounts for the ﬁnancial year ended 31 August 2005.
Principal activities and review of business
Fenner is a global manufacturer and distributor of conveyor belting and reinforced precision polymer products. 
The trading year under review, future prospects and the Group’s research and development activities are covered in
the reports on pages 1 to 11.
Results and dividends £000
Group proﬁt for the year 6,531
Dividends
Interim 1.975p per share – payable 2,148
Final 3.85p per share – proposed 6,028
8,176
Charitable donations
During the year the Group contributed £4,000 (2004 £6,000) to United Kingdom charitable organisations.
Substantial shareholdings
The register maintained by the Company under Section 211 of the Companies Act 1985 records that on 9 November
2005 interested parties with substantial individual interests were as follows:
% of
Number of issued
Interested party shares capital
Brown, Shipley & Co. Ltd 11,781,965 7.53%
Hermes Administration Services Limited 10,223,365 6.53%
UBS Global Asset Management Life Limited 8,737,676 5.58%
Legal & General Investment Management 5,289,079 3.38%
Directors and their interests
The names of the directors of the Company who served during any part of the year are shown in the Board
Remuneration Report.
Details of the directors’ beneﬁcial interests in the ordinary shares of the Company, in share options over the ordinary share
capital of the Company and in the Fenner Long Term Share Incentive Plan are given in the Board Remuneration Report.
Save as disclosed in the Board Remuneration Report:
a) no director has any interest (beneﬁcial or non-beneﬁcial) in any share or loan capital of the Company or any of its 
subsidiaries;
b) no change in the interests of directors has occurred between the end of the ﬁnancial year and 9 November 2005; 
and
c) there were no contracts of signiﬁcance subsisting during or at the end of the ﬁnancial year in which a director of 
the Company was materially interested.
There are no directors retiring by rotation at the forthcoming Annual General Meeting but Thomas Glucklich will retire at
that Meeting after 10 years service. David Buttﬁeld will be recommended for re-election for a new three year term and
David Campbell will be recommended for election following his appointment to the Board on 1 November 2005.
Directors’ Report
Fenner PLC   23 Supplier payment policy
Given the international nature of the Group’s operations, the Group does not operate a standard code in respect of
payments to suppliers. Individual operating businesses are responsible for agreeing the terms and conditions under
which transactions with their suppliers are conducted, including the terms of payment. It is the Group’s policy that
payments to suppliers are made in accordance with these terms. The average creditor days for the Group during the year
ended 31 August 2005 was 52 days (2004 54 days). The Company does not have any trade creditors.
Employment policy
The Group operates worldwide and its employment policies are designed to meet local conditions and requirements but
are established on the basis of the best practices in each country. Wherever the Group operates, it encourages the
provision of equal employment opportunities regardless of sex, race, religion or age. 
The Group’s policy is to secure good relations between management and all employees, to promote a better
understanding of all the issues, both internal and external, that inﬂuence the Group’s business performance and to
improve performance and productivity. Formal and informal meetings are used to consult employees and to keep them
informed about the performance of the Group. The practices of consultation and involvement vary from country to
country according to local customs, legal considerations and the size of the operation. The regular worldwide issue of a
Group newspaper assists the process of communication, as do brieﬁng meetings, information bulletins and meetings
with employee representatives.
The Group continues to recognise its social and statutory duty to employ disabled persons and does all that is
practicable to meet this responsibility. Full and fair consideration is given to the recruitment, training, career
development and promotion of disabled persons bearing in mind the aptitude and ability of the individual concerned.
If an employee becomes disabled while employed by the Group, wherever possible, he or she will continue to be
employed in the same job. If this action is not practicable or possible then every effort will be made to ﬁnd suitable
alternative employment. In these circumstances retraining would be made available using Group resources as well as
by contact with the local disabilities employment adviser.
Environmental policy
Fenner PLC recognises and accepts that concern for the environment is an integral and fundamental part of the
Company's corporate business strategy.
The Company actively seeks to reduce its impact on the environment to the lowest practical level by ensuring that all
operations and activities within the Group exemplify best contemporary practice in respect of the environment. Any
threat of pollution from the Group’s activities is identiﬁed and either eliminated or controlled effectively.
Independent auditors
A resolution to re-appoint PricewaterhouseCoopers LLP as independent auditors to the Company will be proposed at the
Annual General Meeting.
Annual General Meeting
As special business at the forthcoming Annual General Meeting resolutions will be proposed to renew the directors’
authority to allot relevant securities, to disapply the statutory pre-emption rights to a limited extent and to make market
purchases of Ordinary Shares in the Company subject to deﬁned limits. The proposed resolutions and further details
regarding these proposals are set out in the Chairman’s explanatory letter accompanying the Notice of the Annual
General Meeting.
Signed on behalf of the Board of Directors
C I Cooke Chairman
9 November 2005
Directors’ Report
continued
24 Fenner PLC Independent Auditors' Report to the members of Fenner PLC
We have audited the ﬁnancial statements which comprise the Group proﬁt and loss account, the balance sheets,
Group cash ﬂow statement, the statement of total recognised gains and losses, and the note of historical cost proﬁts
and losses, the reconciliation of movements in shareholders’ funds and the related notes. We have also audited the
disclosures required by part 3 of Schedule 7A to the Companies Act 1985 contained in the Board Remuneration Report
(“the auditable part”).
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report and the ﬁnancial statements in accordance with
applicable United Kingdom law and accounting standards are set out in the statement of directors' responsibilities. The
directors are also responsible for preparing the Board Remuneration Report. 
Our responsibility is to audit the ﬁnancial statements and the auditable part of the Board Remuneration Report in
accordance with relevant legal and regulatory requirements and United Kingdom Auditing Standards issued by the
Auditing Practices Board. This report, including the opinion, has been prepared for and only for the Company’s
members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not,
in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report
is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the ﬁnancial statements give a true and fair view and whether the ﬁnancial
statements and the auditable part of the Board Remuneration Report have been properly prepared in accordance with
the Companies Act 1985. We also report to you if, in our opinion, the Directors' Report is not consistent with the
ﬁnancial statements, if the Company has not kept proper accounting records, if we have not received all the information
and explanations we require for our audit, or if information speciﬁed by law 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 the Directors' Report, the ﬁnancial highlights, the Chairman's Statement, the Chief Executive Ofﬁcer's
Review, the Group Finance Director's Review, the Corporate Governance statement and the unaudited part of the
Board Remuneration Report
We review whether the Corporate Governance statement reﬂects the Company's compliance with the nine provisions of
the 2003 FRC Combined Code speciﬁed for our review by the Listing Rules of the Financial Services Authority, and we
report if it does not. We are not required to consider whether the Board's statements on internal control cover all risks
and controls, or to form an opinion on the effectiveness of the Company’s or Group's corporate governance procedures
or its risk and control procedures. 
Basis of audit opinion
We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board. An audit
includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the ﬁnancial statements
and the auditable part of the Board Remuneration Report. It also includes an assessment of the signiﬁcant estimates
and judgements made by the directors in the preparation of the ﬁnancial statements, and of whether the accounting
policies are appropriate to the Company and Group’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered
necessary in order to provide us with sufﬁcient evidence to give reasonable assurance that the ﬁnancial statements
and the auditable part of the Board Remuneration Report are free from material misstatement, whether caused by fraud
or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of
information in the ﬁnancial statements.
Opinion
In our opinion:
 the ﬁnancial statements give a true and fair view of the state of affairs of the Company and the Group at 31 August 
2005 and of the proﬁt and cash ﬂows of the Group for the year then ended; 
 the ﬁnancial statements have been properly prepared in accordance with the Companies Act 1985; and
 those parts of the Board Remuneration Report required by Part 3 of the Schedule 7A to the Companies Act 1985 
have been properly prepared in accordance with the Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Queen Victoria House, Guildhall Road, Hull, HU1 1HH
9 November 2005
Fenner PLC   25 313,012
302,193
10,819
21,255
(1,904)
(3,502)
15,849
14,775
1,074
(20)
-
15,829
(3,761)
(43)
12,025
(4,514)
7,511
(980)
6,531
(8,174)
(1,643)
Turnover
Continuing operations
Acquisitions
Operating proﬁt before goodwill amortisation and exceptional items
Goodwill amortisation
Exceptional items
Operating proﬁt
Continuing operations
Acquisitions
Share of operating loss in associated undertaking
Proﬁt on sale of associated undertaking
Proﬁt on ordinary activities before interest
Net interest payable
Share of net interest payable in associated undertaking
Proﬁt on ordinary activities before taxation
Taxation on proﬁt on ordinary activities
Proﬁt on ordinary activities after taxation
Minority equity interests
Proﬁt for the year
Dividends
Retained loss for the year
Earnings per share*
Adjusted - before goodwill amortisation, exceptional items and proﬁt on sale of operations
Basic - after goodwill amortisation, exceptional items and proﬁt on sale of operations
Diluted - after goodwill amortisation, exceptional items and proﬁt on sale of operations
*Comparative ﬁgures have been restated following a placing and open offer on 20 May 2005 (note 22).
All of the Group’s activities are continuing operations.
The notes on pages 30 to 58 form part of these accounts.
260,595
260,595
-
16,101
(1,149)
(6,214)
8,738
8,738
-
489
695
9,922
(3,458)
(69)
6,395
(3,052)
3,343
(976)
2,367
(6,324)
(3,957)
7.67p
2.19p
2.17p
9.34p
5.28p
5.25p
2
10
5
2,3
6
7
8
21
9
9
9
Note
Group Proﬁt and Loss Account
for the ﬁnancial year ended 31 August 2005
26 Fenner PLC
2005
£000
2004
£000 Fixed assets
Intangible assets - Goodwill
- Other
Tangible assets
Investments - Group undertakings
- Associated undertaking
- Other
Current assets
Stocks
Debtors 
Cash at bank and in hand
Creditors - Amounts falling due within one year
Net current assets
Total assets less current liabilities
Creditors - Amounts falling due after more than one year
Provisions for liabilities and charges
Net assets
Capital and reserves
Called up share capital
Share premium account
Revaluation reserve
Other reserve
Proﬁt and loss account
Shareholders’ funds - Equity interest
Minority equity interests
Total funds employed
The accounts were approved by the Board of Directors on 9 November 2005 and signed on its behalf by
CI Cooke Chairman
RJ Perry Group Finance Director
The notes on pages 30 to 58 form part of these accounts.
10
10
11
12
12
12
13
14
15
16
18
20
21
21
21
21
22
Note
2004
£000
2004
£000
2005
£000
20,676
5
57,513
-
344
262
78,800
43,391
55,456
32,229
131,076
(82,718)
48,358
127,158
(55,037)
(7,670)
64,451
27,150
4,238
3,991
16,758
8,602
60,739
3,712
64,451
60,422
26
62,851
-
233
262
123,794
54,922
70,255
52,091
177,268
(116,214)
61,054
184,848
(49,741)
(11,948)
123,159
39,141
49,088
3,985
1,122
25,489
118,825
4,334
123,159
-
-
4,046
114,697
-
-
118,743
-
39,671
19,622
59,293
(38,046)
21,247
139,990
-
(381)
139,609
39,141
49,088
1,413
11,449
38,518
139,609
-
139,609
2005
£000
-
-
4,113
69,641
-
-
73,754
-
60,551
344
60,895
(43,615)
17,280
91,034
(25)
(401)
90,608
27,150
4,238
1,432
30,201
27,587
90,608
-
90,608
Group                       Company
Balance Sheets
at 31 August 2005
Fenner PLC   27 Net cash inﬂow from operating activities
Dividends received from associated undertaking
Returns on investments and servicing of ﬁnance
Interest received
Interest paid
Interest element of ﬁnance lease rental payments
Dividends paid to minority shareholders
Net cash outﬂow from returns on investments and servicing of ﬁnance
Taxation
Capital expenditure and ﬁnancial investment
Purchase of tangible ﬁxed assets
Purchase of investments and secured loans
Sale of tangible ﬁxed assets
Net cash outﬂow on capital expenditure and ﬁnancial investment
Acquisitions and disposals
Purchase of subsidiary undertakings
Sale of subsidiary undertakings
Net proceeds on disposal of associated undertaking and purchase of related subsidiary
Net cash outﬂow on acquisitions and disposals
Equity dividends paid
Net cash outﬂow before ﬁnancing
Financing
Issue of ordinary share capital
Loan repayment from associated undertaking
Capital element of ﬁnance lease repayments
Repayment of bank and other borrowings
New bank and other borrowings
Net cash inﬂow from ﬁnancing
Increase in cash
The notes on pages 30 to 58 form part of these accounts.
14,191
77
(4,245)
(2,591)
(8,700)
(1,506)
(6,015)
(8,789)
1,689
(7,100)
1,142  
(4,874)
(2)
(511)
(7,999)
(744)
43 
(2,796)
11
1,279
4,684
68
(11)
(3,968)
916
21,315
-
(3,910)
(5,590)
(7,901)
(44,218)
(6,324)
(46,628)
75,200
28,572
1,142  
(4,565)
(10)
(477)
(8,031)
-
130 
(44,199)
(19)
-
56,340
70
(106)
(7,436)
26,332
Group Cash Flow Statement
for the ﬁnancial year ended 31 August 2005
28 Fenner PLC
23
26(b)
24
Note £000 £000 £000 £000
2005 2004 (7,100)
3,063
(4,037)
9,117
-
-
5,080
(44,496)
(39,416)
28,572
(18,790)
9,782
234
(4,452)
(55)
5,509
(39,416)
(33,907)
64.9% 28.5%
6,395
85
6,480
(3,875)
12,025
23
12,048
(1,623)
2,367
1,378
3,745
6,531
1,715
8,246
Increase in cash
Cash inﬂow from increase in loans and ﬁnance leases
Decrease in net debt resulting from cash ﬂows
Effect of foreign exchange rate changes
Loans and ﬁnance leases acquired with subsidiaries
New ﬁnance leases
Decrease in net debt
Opening net debt
Closing net debt
Gearing (closing net debt / shareholders’ funds)
The notes on pages 30 to 58 form part of these accounts.
Statement of Total Recognised Gains and Losses
for the ﬁnancial year ended 31 August 2005
Reconciliation of Net Cash Flow to Movement in Net Debt
for the ﬁnancial year ended 31 August 2005
Note of Historical Cost Proﬁts and Losses
for the ﬁnancial year ended 31 August 2005
Fenner PLC   29
Proﬁt for the year
Currency translation differences on foreign currency net investments
Total recognised gains and losses since last annual report
2005
£000
2004
£000
Group
Reported proﬁt on ordinary activities before taxation
Difference between a historical cost depreciation charge and the actual
depreciation charge of the year calculated on the revalued amount
Historical cost proﬁt on ordinary activities before taxation
Historical cost retained loss for the year after taxation, minority equity interests and dividends
2005
£000
2004
£000
Group
2005
£000
Note
2004
£000
Group
24 Notes
1 Accounting policies
Basis of preparation
The accounts have been prepared in accordance with applicable accounting standards in the United Kingdom, the Companies Act 1985 and
under the historical cost convention, as modiﬁed  by the revaluation of certain ﬁxed assets, and have been applied consistently.
The disclosures required to comply with the transitional arrangements of Financial Reporting Standard (FRS) 17 Retirement Beneﬁts are made in
note 27.
As allowed by Section 230 of the Companies Act 1985, a separate proﬁt and loss account dealing with the results of the parent company has
not been presented.
Basis of consolidation
a) The Group accounts consolidate the accounts of Fenner PLC and its subsidiary undertakings.
b) In the Group balance sheet, investments in associated undertakings are stated at cost plus an appropriate share of post acquisition reserves
attributable to the Group, including the revaluation of land and buildings. An associated undertaking is an undertaking in which the Group has
a participating interest and exercises a signiﬁcant inﬂuence over operating and ﬁnancial policy and which is neither a subsidiary undertaking
of the parent company nor a joint venture accounted for by the gross equity method.
c) The results of businesses acquired during the year are incorporated from the date on which control passes.
d) The results of businesses sold during the year are incorporated up to the date on which control passes.
Goodwill
Prior to 1 September 1998, goodwill arising on consolidation, representing the excess of the fair value of the consideration over the fair value of
the net assets acquired, was written off directly to reserves. Subsequent to that date, in accordance with FRS10, Goodwill and Intangible
Assets, goodwill is capitalised and amortised through the proﬁt and loss account over its estimated useful economic life.
Where a subsequent disposal occurs any goodwill which has not been amortised through the proﬁt and loss account or which was previously
written off directly to reserves is taken into account in determining the proﬁt or loss on disposal.
Tangible ﬁxed assets
Fixed assets are stated at their cost (purchase price or production cost and any cost directly attributable to bringing the ﬁxed asset into
working condition for its intended use) or at subsequent valuation less any provision for depreciation or diminution in value where required.
In prior years certain of the Group’s and the Company’s freehold and leasehold properties have been revalued by independent qualiﬁed
professional valuers on the basis of open market value for their existing use. As permitted by FRS15 Tangible Fixed Assets these valuations
have been frozen.
Freehold land is not depreciated. Depreciation is provided by reference to cost or valuation at rates estimated to write off the relevant assets by
equal instalments over their estimated useful economic lives. The lives most widely applied are:
Freehold buildings 40 years
Leasehold land and buildings Unexpired term of lease
Plant, machinery and equipment 3-10 years
Patents Unexpired life of patent
Properties
Where the Group disposes of properties, the difference between the carrying value and the net proceeds is dealt with through the proﬁt and
loss account and any realised revaluation surplus is transferred from the revaluation reserve to the proﬁt and loss account reserve.
Government grants
Grants in respect of capital expenditure are treated as deferred credits in the balance sheet. An annual transfer is made to the proﬁt and loss 
account reﬂecting the beneﬁt over the useful lives of the assets concerned. Grants in respect of revenue expenditure are credited to the proﬁt and 
loss account in the period in which the related expenditure is incurred.
Research and development expenditure
All expenditure on research and development is charged against proﬁts in the year incurred except expenditure of a capital nature which is
included in the balance sheet and depreciated as noted above.
Other investments
Other investments are stated at cost or valuation less provision for any diminution in value.
30 Fenner PLC Stocks
Stocks and work in progress are valued at the lower of cost, including an addition for overheads where appropriate, and net realisable value.
Turnover
Turnover is recognised when goods are dispatched and represents amounts receivable for goods and services provided in the normal course
of business, net of trade discounts, VAT and other sales related taxes.
Foreign currencies
Transactions denominated in foreign currencies are translated at the rate of exchange on the day the transaction occurs or at the contracted
rate if the transaction is covered by a forward exchange contract. Assets and liabilities denominated in foreign currencies are translated at the
exchange rate ruling at the balance sheet date or if appropriate at the forward contract rate. Exchange differences arising in the accounts of
individual companies are included in the proﬁt and loss account except that, where ﬁnancial instruments have been used to ﬁnance equity
investments in foreign currencies, exchange differences arising on the instruments are dealt with through reserves to the extent that they are
covered by exchange differences arising on the net assets represented by the equity investments.
The accounts of overseas subsidiaries and associated undertakings are translated into sterling on the following bases:
- Assets and liabilities at the rate of exchange at the end of the ﬁnancial year.
- Proﬁt and loss account items at the average rate of exchange during the ﬁnancial year.
- Exchange differences arising on the retranslation of opening net assets into sterling are recorded as movements on reserves in the Group
balance sheet.
Financial instruments
The Group uses derivative ﬁnancial instruments to manage its exposures to ﬂuctuations in interest and foreign currency exchange rates.
Receipts and payments on interest rate instruments are recognised on an accruals basis in the proﬁt and loss account over the life of the
instrument. Changes in the fair value of derivative ﬁnancial instruments used to manage foreign exchange exposures are dealt with in the proﬁt
and loss account if they relate to trading exposures or deferred until the underlying transaction occurs. Any gain or loss on instruments used to
hedge an exposure on the net investment in overseas territories is dealt with through reserves.
Leased assets
For assets acquired under ﬁnance leases the amount representing the outright purchase price of such assets is included in tangible ﬁxed
assets. Depreciation is provided at rates designed to write off the cost in equal annual amounts over the shorter of the estimated useful lives of
the assets (which are the same as those for assets purchased outright) and the period of the leases. Assets acquired under a hire purchase
contract which has the characteristics of a ﬁnance lease are depreciated over their estimated useful economic lives.
The capital element of future rentals is treated as a liability and the interest element is charged to the proﬁt and loss account over the period of
the leases in proportion to the balances outstanding.
Operating lease rentals are charged to the proﬁt and loss account when incurred.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date and is
determined using the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse.
Timing differences are differences between the Group's taxable proﬁts and its results as stated in the ﬁnancial statements that arise from the
inclusion of gains and losses in tax assessments in the periods different from those in which they are recognised in the ﬁnancial statements.
Deferred tax assets are recognised only when it can be regarded as more likely than not that there will be suitable taxable proﬁts from which
the future reversal of the underlying timing differences can be deducted. 
Deferred tax is not recognised when ﬁxed assets are revalued unless by the balance sheet date there is a binding agreement to sell the
revalued assets. Deferred tax is measured on a non-discounted basis.
Pensions and other post-retirement beneﬁts
Employees are provided with retirement and death beneﬁts under pension schemes adapted to suit social conditions in the countries where the
Group operates. The schemes are subject to an actuarial review where appropriate.
Throughout the Group, for both deﬁned beneﬁt schemes and deﬁned contribution schemes, contributions are charged to the proﬁt and loss
account so as to spread the cost of pensions over the employees’ working lives with the particular operating company.
The cost of providing other post-retirement beneﬁts, principally private healthcare, is charged to the proﬁt and loss account so as to spread the
cost over the service lives of relevant employees in accordance with the advice of qualiﬁed actuaries.
Fenner PLC   31 2 Segmental reporting
2005
Turnover by geographical origin
Total sales
Inter-segment sales
Sales to third parties
Operating proﬁt
Operating proﬁt before goodwill amortisation & exceptional items
Goodwill amortisation (note 10)
Exceptional items (note 5)
Operating proﬁt after goodwill amortisation & exceptional items
Net assets
Segment net assets
Associated undertaking
Taxation and dividends payable 
Net debt
Total net assets
2004
Turnover by geographical origin
Total sales
Inter-segment sales
Sales to third parties
Operating proﬁt
Operating proﬁt before goodwill amortisation & exceptional items
Goodwill amortisation 
Exceptional items (note 5)
Operating proﬁt after goodwill amortisation & exceptional items
Net assets
Segment net assets
Associated undertaking
Taxation and dividends payable
Net debt
Total net assets
265,542
(4,947)
260,595
16,101
(1,149)
(6,214)
8,738
110,896
344
(7,373)
(39,416)
64,451
39,237
(307)
38,930
4,083
(135)
(80)
3,868
19,845
26,594
(182)
26,412
4,402
-
-
4,402
7,173
119,413
(1,020)
118,393
5,471
(729)
3,037
7,779
54,624
80,298
(3,438)
76,860
2,145
(285)
(9,171)
(7,311)
29,254
317,138
(4,126)
313,012
21,255
(1,904)
(3,502)
15,849
165,921
233
(9,088)
(33,907)
123,159
50,709
(779)
49,930
6,010
(314)
-
5,696
28,018
30,791
(132)
30,659
4,494
-
-
4,494
8,683
144,053
(1,126)
142,927
10,584
(946)
(444)
9,194
76,013
91,585
(2,089)
89,496
167
(644)
(3,058)
(3,535)
53,207
Group
£000
Rest of
World
£000
Africa
£000
North
America
£000
Europe
£000
Notes continued
32 Fenner PLC
It is not possible to analyse net interest payable by geographical segment as funding for the Group is managed centrally. c) Operating proﬁt is analysed as follows
Turnover
Cost of sales
Gross proﬁt
Distribution costs
Administrative expenses
Operating proﬁt
In the year ended 31 August 2005 exceptional items of £3,502,000 included £444,000 and £3,058,000 within cost of sales and
administrative expenses respectively (see note 5 for further detail). Within acquisitions are exceptional items of £328,000 which are included as
administrative expenses.
In the year ended 31 August 2004 exceptional items of £6,214,000, included £(1,479,000), £41,000 and £7,652,000 within cost of sales,
distribution costs and administrative expenses respectively. 
10,819
(5,544)
5,275
(1,288)
(2,913)
1,074
260,595
(190,747)
69,848
(27,349)
(33,761)
8,738
Total
313,012
(229,726)
83,286
(30,457)
(36,980)
15,849
Total
260,595
(190,747)
69,848
(27,349)
(33,761)
8,738
-
-
-
-
-
-
302,193
(224,182)
78,011
(29,169)
(34,067)
14,775
2004
£000
6,843
18
1,151
382
1,014
768
216
2,281
1,015
915
215
331
114
112
2005
£000
8,213
35
1,908
58
1,214
880
149
2,087
1,231
-
187
463
464
68
2005
£000
2004
£000
3 Operating proﬁt
a) Operating proﬁt is after charging
Depreciation and impairments - owned assets
- leased assets
Amortisation - intangible assets
Foreign exchange losses
Operating lease rentals - plant and machinery
- other
Loss on disposal of ﬁxed assets
Research and development expenditure
Severance costs
and crediting
Impairment reversal 
Government grants
b) Auditors’ remuneration
Group audit fees
Non-audit fees - UK
Non-audit fees - overseas
Group audit fees includes £65,000 (2004 £41,000) in respect of the Company.
Non-audit fees in the UK payable to PricewaterhouseCoopers LLP principally comprise acquisition support costs of £382,000,
pension costs of £61,000 and tax advisory services of £8,000. Acquisition support costs of £344,000 were capitalised as
acquisition costs. Overseas non-audit fees principally comprise tax advisory services.
In addition £56,000 was borne by the Fenner Pension Scheme.
Fenner PLC   33
2 Segmental reporting continued
Turnover by geographical destination - sales to third parties
Group
£000
313,012
260,595
Rest of
World
£000
64,589
52,255
Africa
£000
33,732
28,199
North
America
£000
143,945
116,451
Europe
£000
70,746
63,690
2005
2004
Turnover does not, in the opinion of the directors, represent signiﬁcantly different business segments and as such no analysis by class of business
is presented.
Acquisitions
Continuing
operations Acquisitions
Continuing
operations 5 Exceptional items
The exceptional charge of £3,502,000 (2004 £6,214,000) comprises: 
- property and plant impairments of £2,574,000 (2004 £502,000);
- acquisition integration costs of £328,000 (2004 £2,175,000)
- other amounts of £600,000 (2004 £6,079,000) which principally comprise an asset impairment relating to the Group’s investment in United 
Polymers Limited and professional costs relating to proceedings against the Welsh Development Agency (WDA) for damages in relation to the 
provision by the WDA of defective manufacturing facilities.
During 2004 the re-commissioning of the Canadian facility, which was mothballed in the prior year, gave rise to a provision release of £2,542,000
The related tax credit amounts to £378,000 (2004 £735,000).
6 Net interest payable
Interest payable
Bank loans and overdrafts
Other loans
Finance leases
Interest receivable - on bank and other deposits
34 Fenner PLC
Notes continued
1,940
372
350
2,662
£000
65,134
4,741
5,407
75,282
2,190
363
396
2,949
£000
71,301
5,032
5,801
82,134
2005
Number
2004
Number
2005
£000
2004
£000
4 Employee information
The average number of employees and their total employment costs during the year were
Production
Selling and distribution
Administration
Average number of employees
Wages and salaries
Social security costs
Other pension costs (note 27)
Total employment costs
825
3,823
2
4,650
(1,192)
3,458
1,192
3,743
10
4,945
(1,184)
3,761 Fenner PLC   35
7 Taxation on proﬁt on ordinary activities
a) Analysis of charge for the year
United Kingdom current taxation
Corporation tax at a rate of 30% (2004 30%)
Double taxation relief
Adjustments in respect of earlier years
Total UK current taxation
Overseas taxation
Overseas taxation adjustments in respect of earlier years
Group share of taxation on proﬁts of associated undertaking
Total current taxation
Deferred taxation
Taxation on proﬁt on ordinary activities
b) Factors affecting the tax charge for the year
The tax charge for the year is higher than the standard rate of corporation tax in the UK applied to the proﬁt before taxation
as explained below
Proﬁt on ordinary activities before taxation
Proﬁt on ordinary activities before taxation multiplied by the standard
rate of corporation tax in the UK of 30%
Effects of
Expenses not deductible for tax purposes
Timing differences
Effect of overseas tax rates and overseas tax suffered
Adjustments in respect of earlier years
Current taxation charge for the year
c) Factors that may affect future tax charges   
The taxation charge in future years may be affected by the utilisation of losses and other potential deferred tax assets, which in the current year 
amount to an unrecognised deferred tax asset of £6.4m (2004 £4.6m). On the basis of current available evidence it is considered unlikely that 
suitable taxable proﬁts will be generated in the near future.
In addition, there are unprovided net capital losses of £0.7m (2004 £0.7m) which would arise if revalued properties we dispose of at their 
revalued amounts, together with unprovided UK capital losses carried forward of £0.6m (2004 £0.8m). Such losses would only affect the tax 
charge if suitable capital gains were available, and it is not envisaged such proﬁts will be available in the foreseeable future.
508
(452)
(22)
34
3,403
150
161
3,748
(696)
3,052
6,395
1,919
1,841
(890)
750
128
3,748
1,121
(727)
(114)
280
5,312
(208)
-
5,384
(870)
4,514
12,025
3,607
664
810
625
(322)
5,384
2005
£000
2004
£000 8 Dividends
Ordinary shares
Dividend payable – interim 1.975p (2004 1.975p)
Dividend proposed – ﬁnal 3.85p (2004 3.85p)
Adjustment to prior year ﬁnal dividend
Amount due to the Employee Share Ownership Plan Trust
If approved, the ﬁnal dividend of 3.85p per share (2004 3.85p) will be paid on 16 January 2006 to shareholders on the register on 16 December
2005. UK income tax at the lower rate of 10% is deemed to have been paid in respect of these dividends but will not in most cases be recoverable
by shareholders.
2004
£000
2,145
4,181
6
6,332
(8)
6,324
2005
£000
2,148
6,028
6
8,182
(8)
8,174
Notes continued
36 Fenner PLC
Earnings
Proﬁt for the year
Goodwill amortisation, exceptional items and proﬁt on sale of operations
Tax attributable to exceptional items and proﬁt on sale of operations
Earnings for the year before goodwill amortisation, exceptional items and proﬁt on sale of operations
Weighted average number of ordinary shares in issue during the year*
Weighted average number of shares in issue
Weighted average number of shares held by the Employee Share Ownership Plan Trust
Weighted average number of shares in issue - basic
Weighted average effect of share options and contingent long term incentive plan shares
Weighted average number of shares in issue - diluted
Earnings per share*
Basic - after goodwill amortisation, exceptional items and proﬁt on sale of operations
Goodwill amortisation, exceptional items and proﬁt on sale of operations
Tax attributable to exceptional items and proﬁt on sale of operations
Adjusted - before goodwill amortisation, exceptional items and proﬁt on sale of operations
Diluted earnings per share after goodwill amortisation, exceptional items and proﬁt on sale of operations amount to 5.25p (2004 2.17p).
Diluted earnings per share before goodwill amortisation, exceptional items and proﬁt on sale of operations amount to 9.28p (2004 7.60p).
*Comparative ﬁgures have been restated following a placing and open offer on 20 May 2005 (note 22).
2,367
6,668
(735)
8,300
Number
108,348,584
(134,684)
108,213,900
945,675
109,159,575
Pence
2.19
6.16
(0.68)
7.67
6,531
5,406
(378)
11,559
Number
123,908,805
(133,769)
123,775,036
735,681
124,510,717
Pence
5.28
4.37
(0.31)
9.34
2004
£000
2005
£000
9 Earnings per share
In view of the signiﬁcance of the exceptional items, goodwill amortisation and proﬁt on sale of operations, in the current and prior years, the 
directors consider it appropriate to disclose earnings per share calculated both before and after these items. 10 Intangible ﬁxed assets 
GROUP
Cost
1 September 2004
Exchange adjustments
Additions
Subsidiaries acquired
31 August 2005
Accumulated amortisation 
1 September 2004
Exchange adjustments
Charge for year
31 August 2005
Net book value 
31 August 2005
31 August 2004
Goodwill is amortised over its useful economic life of up to 20 years. 
COMPANY
The Company has no intangible assets.
Total
£000
23,529
5
41,652
22
65,208
2,848
4
1,908
4,760
60,448
20,681
Other
£000
194
-
3
22
219
189
-
4
193
26
5
Goodwill
£000
23,335
5
41,649
-
64,989
2,659
4
1,904
4,567
60,422
20,676
Fenner PLC   37 11 Tangible ﬁxed assets
GROUP
Cost or valuation
1 September 2004
Exchange adjustments
Additions
Subsidiaries acquired
Disposals
Reclassiﬁcations
31 August 2005
Accumulated depreciation
1 September 2004
Exchange adjustments
Charge for year
Reclassiﬁcations
Disposals
31 August 2005
Net book value
31 August 2005
31 August 2004
Cost or valuation comprises
Cost
Valuation - 1997
- 1998
- 1999
Freehold land and buildings includes land at cost or valuation of £6,534,000 (2004 £6,444,000), which is not subject to depreciation.
The net book value of tangible ﬁxed assets includes an amount of £618,000 (2004 £15,000) in respect of plant, machinery and equipment held
under ﬁnance leases.
Total
£000
130,571
1,885
8,235
4,703
(849)
-
144,545
73,058
957
8,248
-
(569)
81,694
62,851
57,513
134,593
2,160
2,697
5,095
144,545
Plant
machinery &
equipment
£000
100,452
1,500
7,652
3,608
(829)
(590)
111,793
66,873
884
6,768
(17)
(565)
73,943
37,850
33,579
111,793
-
-
-
111,793
Leasehold 
land &
buildings
£000
621
16
463
249
-
-
1,349
93
4
15
-
-
112
1,237
528
1,349
-
-
-
1,349
Freehold
land &
buildings
£000
29,498
369
120
846
(20)
590
31,403
6,092
69
1,465
17
(4)
7,639
23,764
23,406
21,451
2,160
2,697
5,095
31,403
Notes continued
38 Fenner PLC 11 Tangible ﬁxed assets continued
COMPANY
Cost or valuation
1 September 2004 and 31 August 2005
Accumulated depreciation
1 September 2004
Charge for year
31 August 2005
Net book value
31 August 2005
31 August 2004
Cost or valuation comprises
Cost
Valuation - 1997
- 1998
- 1999
Freehold land and buildings includes land at cost or valuation of £1,733,000 (2004 £1,733,000) which is not subject to depreciation.
Revaluation of ﬁxed assets
The historical cost and related accumulated depreciation of all ﬁxed assets at 31 August 2005 is shown below.
Historical cost of ﬁxed assets
Related accumulated depreciation
2004
£000
129,885
75,871
Freehold
land &
buildings
£000
5,060
947
67
1,014
4,046
4,113
938
410
1,197
2,515
5,060
Group Company
2005
£000
4,413
1,780
2004
£000
4,413
1,732
2005
£000
142,536
83,560
Fenner PLC   39 12 Fixed asset investments
GROUP
Cost or valuation
1 September   
Exchange adjustments
Share of retained loss
31 August 2005
Goodwill
1 September 2004
Amortisation
31 August 2005
Loans 
1 September 2004
Movements
31 August 2005
Net book value
31 August 2005
31 August 2004
Notes continued
Other
£000
262
-
-
262
-
-
-
-
-
-
262
262
Associate
£000
46
21
(49)
18
119
(14)
105
179
(69)
110
233
344
Total
£000
308
21
(49)
280
119
(14)
105
179
(69)
110
495
606
Details of interests in other investments are set out in note 31.
Company investments in Group undertakings of £114,697,000 (2004 £69,641,000) represent the value of shares in subsidiary undertakings (see
note 31). 
40 Fenner PLC 14 Debtors
Amounts falling due within one year
Trade debtors
Amounts owed by Group undertakings
Amounts owed by associated undertaking
Other debtors
Prepayments and accrued income
Tax recoverable
Deferred taxation (note 19)
Amounts falling due after more than one year
Trade debtors
Other debtors
15 Creditors - Amounts falling due within one year
Bank overdrafts
Bank loans
Other loans
Obligations under ﬁnance leases
Borrowings (note 17)
Trade creditors
Amounts owed to Group undertakings
Amounts owed to associated undertaking
Tax on proﬁts
Other taxes and social security
Other creditors
Accruals and deferred income
Dividends
Borrowings include an amount of £152,000 (2004 £136,000) which is secured on speciﬁc ﬁxed assets. 
2004
£000
-
60,546
-
5
-
-
-
60,551
-
-
-
60,551
8,154
-
-
-
8,154
-
28,258
-
169
373
25
318
6,318
43,615
2005
£000
-
39,547
-
124
-
-
-
39,671
-
-
-
39,671
-
-
-
-
-
-
29,326
-
86
141
126
205
8,162
38,046
2004
£000
47,314
-
75
1,714
1,777
492
4,077
55,449
6
1
7
55,456
8,756
3,949
3,924
4
16,633
34,930
-
2
3,964
1,016
5,548
14,307
6,318
82,718
2005
£000
59,217
-
-
1,291
3,079
693
5,926
70,206
31
18
49
70,255
206
4,701
31,296
198
36,401
41,602
-
-
5,195
1,742
7,171
15,935
8,168
116,214
Group Company
13 Stocks
GROUP
Raw materials
Work in progress
Finished goods
COMPANY
The Company has no stocks.
2004
£000
17,218
7,005
19,168
43,391
2005
£000
22,696
9,251
22,975
54,922
Fenner PLC   41 Notes continued
16 Creditors - Amounts falling due after more than one year
Other loans
Long and medium term bank loans
Obligations under ﬁnance leases
Borrowings (note 17)
Other creditors
Other loans include amounts due after more than ﬁve years repayable wholly or partly
by instalments
Other loans principally comprise US dollar private placements, the terms of which are disclosed in note 17.
Other loans amounting to £828,000 (2004 £719,000) are secured on speciﬁc ﬁxed assets.
17 Financial assets and liabilities  
The Treasury Policy section in the Group Finance Director’s Review on page 11 gives details of the Group’s policies in respect of foreign exchange 
and interest rate risk management and the related use of ﬁnancial instruments. The numerical disclosures in this note deal with ﬁnancial assets and
liabilities as deﬁned in FRS13, Derivatives and Other Financial Instruments: Disclosures. As permitted by FRS13, short term debtors and creditors 
have been excluded from the disclosures, other than the currency risk disclosures. 
Analysis of net ﬁnancial assets and liabilities 
Borrowings falling due within one year (note 15)            
Borrowings falling due after more than one year (note 16)        
Total borrowings                             
Cash at bank and in hand                          
Net debt
Other ﬁnancial assets
Other ﬁnancial liabilities
Net ﬁnancial liabilities                          
Maturity of ﬁnancial liabilities 
Within one year                             
Between one and two years 
Between two and ﬁve years
In more than ﬁve years
Total borrowings and other ﬁnancial liabilities
The Group had undrawn committed borrowing facilities at 31 August 2005 of £37.0m (2004 nil). 
2005
£000
36,401
49,597
85,998
(52,091)
33,907
(311)
144
33,740
36,401
4,360
37,654
7,727
86,142
2004
£000
16,633
55,012
71,645
(32,229)
39,416
(270)
25
39,171
16,633
31,726
11,772
11,539
71,670
2005
£000
-
-
-
-
-
-
-
2005
£000
23,310
26,034
253
49,597
144
49,741
7,727
2004
£000
-
-
-
-
25
25
-
2004
£000
55,012
-
-
55,012
25
55,037
11,539
Group Company
42 Fenner PLC 17 Financial assets and liabilities continued
Currency and interest rate analysis of ﬁnancial assets and liabilities
31 August 2005
Financial liabilities
Sterling 
US dollar
Other currencies
Total borrowings and other ﬁnancial liabilities
Financial assets
Sterling
US dollar
Euro
Australian dollars
Other currencies
Total ﬁnancial assets
Net ﬁnancial liabilities
46
32,700
11,787
44,533
23,788
14,900
1,828
6,531
5,044
52,091
(7,558)
46
73,104
12,992
86,142
24,099
14,900
1,828
6,531
5,044
52,402
33,740
31 August 2004
Financial liabilities
Sterling
US dollar
Other currencies
Total borrowings and other ﬁnancial liabilities
Financial assets
Sterling 
US dollar
Euro
Other currencies
Total ﬁnancial assets 
Net ﬁnancial liabilities
Weighted
average time
for which 
rate is ﬁxed
Years
Weighted
average
ﬁxed
interest
rate 
%
Fixed
rate
£000
Floating
rate
£000
Non
Interest
Bearing
£000
Total
£000
3.39 7.1%
2.63 7.2%
-
44,192
-
44,192
-
-
-
-
-
44,192
-
23,042
4,411
27,453
12,824
8,690
2,046
8,669
32,229
(4,776)
25
-
-
25
262
-
-
8
270
(245)
-
-
144
144
311
-
-
-
-
311
(167)
-
40,404
1,061
41,465
-
-
-
-
-
-
41,465
25
67,234
4,411
71,670
13,086
8,690
2,046
8,677
32,499
39,171
Fenner PLC  43 Notes continued
44 Fenner PLC
Fair values of ﬁnancial assets and liabilities
Primary ﬁnancial instruments held or issued to ﬁnance the Group’s operations 
Cash at bank and in hand
Other ﬁnancial assets - equity investments
Other ﬁnancial assets - trade and other debtors
Other ﬁnancial liabilities                              
Borrowings due within one year 
Borrowings due after more than one year
Derivative ﬁnancial instruments held to manage interest rate or currency proﬁles
Foreign currency forward contracts and options                    
Interest rate swap
Fair value method and assumptions
Cash at bank and in hand, trade and other debtors,
and other ﬁnancial liabilities Approximates to book value in view of the short maturity of these assets or liabilities.
Equity investments Approximates to book value.
Floating rate borrowings                                                      Approximates to book value where rates are reset to market rates at intervals of less    
than one year.
Fixed rate borrowings Represents the value of replacing the existing ﬁxed rate liabilities at the balance sheet 
date with borrowings with similar terms to the remaining life of the loans.
Forward foreign currency contracts Based on the contracts being terminated at the balance sheet date at spot exchange 
rates.
Interest rate swap and currency options Market value of comparable instruments at the balance sheet date.
17 Financial assets and liabilities continued
The table above takes into account any derivatives used to hedge ﬁnancial assets and liabilities.
Financial assets of £262,000 (2004 £262,000) represent equity investments and £49,000 (2004 £8,000) trade and other debtors and as
such are not interest bearing. Sterling ﬁnancial liabilities of £144,000 (2004 £25,000) represent other creditors falling due after more than
one year and are non interest bearing. The ﬁxed rate debt relates to two US dollar private placements. The ﬁrst is $50,000,000 of Senior
Notes which bear interest at 6.6% per annum and is repayable on 1 March 2006. The second relates to $47,727,272 (2004 $54,545,454)
of Senior Notes which bear interest at 7.29% per annum. $6,818,182 is repayable on June 1 each year until 2012. Interest on $25,000,000 of
this debt was swapped to a ﬂoating rate liability.
The interest rate on ﬂoating rate assets and liabilities is principally linked to either the local currency base rate or LIBOR.
Gains and losses on hedges
The Group enters into forward foreign exchange currency contracts to reduce the currency exposures that arise on sales and purchases
denominated in foreign currencies. It also enters into interest rate swaps to manage exposures to changes in interest rates. Changes in the
fair value of instruments used as hedges are not recognised in the ﬁnancial statements until the hedged position matures. An analysis of
these unrecognised gains and losses is as follows        
Unrecognised gains and losses on hedges at 1 September 2004
Gains and losses arising in previous years which were recognised in 2005
Gains and losses arising before 1 September 2004 which were not recognised in 2005
Gains and losses arising in 2005 which were not recognised in 2005
Unrecognised gains and losses on hedges at 31 August 2005
Of which: Gains and losses expected to be recognised in the year to 31 August 2006
Gains and losses expected to be recognised in the year to 31 August 2007 or later  
Net
£000
646
(413)
233
(216)
17
34
(17)
Losses
£000
(67)
67
-
(146)
(146)
(129)
(17)
Gains
£000
713
(480)
233
(70)
163
163
-
Fair
value
£000 
32,229
262
8
(25)
(16,717)
(59,032)
(52)
698
Fair
value
£000 
52,091
262
49
(144)
(36,610)
(51,388)
(131)
148
Book
value
£000
32,229
262
8
(25)
(16,633)
(55,012)
-
-
Book
value
£000
52,091
262
49
(144)
(36,401)
(49,597)
-
-
31 August 2005 31 August 2004 18 Provisions for liabilities and charges
GROUP
1 September 2004 
Exchange adjustments
Proﬁt and loss account - created
Proﬁt and loss account - released
Utilised
New subsidiaries - Acquisitions
Other balance sheet movements
31 August 2005
Provisions for liabilities and charges represent the best estimate of obligations at the balance sheet date. The majority, with the exception of
the amount relating to Pensions and similar obligations, are expected to be utilised within 10 years.
COMPANY
1 September 2004 
Proﬁt and loss account - released
31 August 2005
Total
£000
7,670
70
2,950
(175)
(1,407)
2,887
(47)
11,948
Property and
environmental
costs
£000
2,785
3
1,331
(26)
-
-
-
4,093
Total
£000
401
(20)
381
Restructuring
costs
£000
574
30
1,474
(84)
(1,190)
-
-
804
Pensions
and similar
obligations
£000
2,651
23
145
-
(217)
2,105
-
4,707
Deferred
taxation
£000
1,660
14
-
(65)
-
782
(47)
2,344
Deferred
taxation
£000
401
(20)
381
17 Financial assets and liabilities continued
Currency exposures
The information below represents the Group’s currency exposures at 31 August 2005 and comprises the net monetary assets or liabilities that
are not denominated in the functional currency of the operating unit involved, other than borrowings treated as hedges of net investments in
overseas operations. These exposures give rise to net currency gains and losses recognised in the proﬁt and loss account. The amounts
below take into account the effect of any hedging instruments used to manage the exposures. Non-monetary assets and liabilities are
excluded.                      
Functional currency of operating unit
31 August 2005
Sterling                              
US dollar                      
Other
31 August 2004
Sterling
US dollar
Other
Total
£000
683
175
(2,992)
(2,134)
Other
£000
291
155
(9)
437
Euro
£000
522
2
(73)
451
US Dollar
£000
(130)
-
(3,277)
(3,407)
Sterling
£000     
-
18
367
385
1,372
(348)
(1,540)
(516)
580
(353)
(27)
200
(73)
5
-
(68)
865
-
(1,918)
(1,053)
-
-
405
405
Net foreign currency monetary assets/(liabilities)
Fenner PLC   45 (593)
1,589
3,467
873
(1,754)
3,582
2,417
24
271
870
3,582
5,926
(2,344)
3,582
19 Deferred taxation
The major components of the net deferred taxation asset/(provision) are as follows
Accelerated tax depreciation
Taxation losses
Other short term timing differences
Pension liabilities
Goodwill
Net deferred tax asset/(provision)
1 September 2004 
Exchange adjustments
New subsidiaries acquired
Proﬁt and loss account 
31 August 2005
Deferred tax asset (note 14)
Deferred tax provision (note 18)
Net deferred tax asset/(provision)
2004
£000
(1,087)
1,701
2,361
338
(896)
2,417
4,077
(1,660)
2,417
(381)
-
-
-
-
(381)
(401)
-
20
(381)
-
(381)
(381)
20 Called up share capital
The authorised, allotted, called up and fully paid share capital of Fenner PLC is as follows
Ordinary shares of 25p each
1 September 2004
Issued in year
31 August 2005
During the year 158,612 ordinary shares of 25p were issued to the Trustees of the Fenner PLC 1992 Employee Share Ownership Plan Trust in
accordance with the Fenner Long Term Share Incentive Plan for a total consideration of £203,000.
On 20 May £56,340,000 was raised from shareholders in a placing and open offer of 46,611,102 ordinary shares (note 22).
1,192,933 ordinary shares were issued to Wellington Holdings plc shareholders as part of the Wellington acquisition.
Number
108,600,627
47,962,647
156,563,274
Authorised
£000
34,000
21,000
55,000
Notes continued
46 Fenner PLC
£000
27,150
11,991
39,141
Number
136,000,000
84,000,000
220,000,000
2004
£000
(401)
-
-
-
-
(401)
-
(401)
(401)
2005
£000
2005
£000
Group Company
Issued 20 Called up share capital continued
Options over ordinary shares of 25p each
The following share options were outstanding at 31 August 2005
The Fenner PLC 1996 Executive Share Option Scheme
i) Exercisable between 1999 and 2006
ii) Exercisable between 2001 and 2008
iii) Exercisable between 2001 and 2008
iv)  Exercisable between 2002 and 2009
v) Exercisable between 2004 and 2011
vi) Exercisable between 2005 and 2012
vii) Exercisable between 2006 and 2013
viii)Exercisable between 2007 and 2014
In addition the following provisional allocations of ordinary shares have been made through the Fenner Long Term Share Incentive Plan
Date provisionally allocated
6 November 2002
5 November 2003
10 November 2004
Three years after the provisional allocation, at the discretion of the Trustees of the Fenner PLC 1992 Employee Share Ownership Plan Trust,
some or all of these shares may be awarded to the employees concerned if performance targets are met by the Company.
The number and price of share options outstanding under the Fenner PLC 1996 Executive Share Option Scheme and the provisional
allocation of ordinary shares made through the Fenner Long Term Share Incentive Plan have been adjusted following the Share Placing and
Open Offer.
21 Reserves
GROUP
1 September 2004 
Exchange adjustments (includes tax on exchange in reserves)
Share capital issued
UITF17 share award
UITF17 share award accrual
Retained loss for the year
Transfers
31 August 2005
At 31 August 2005 cumulative goodwill written off directly to reserves prior to 1 September 1998 on the acquisition of subsidiary undertakings
still held by the Group amounted to £40,877,000 (2004 £40,877,000). 
Exchange gains arising on foreign currency borrowings used to hedge equity investments in foreign currencies amounted to £391,000
(2004 £288,000) and have been added to reserves.
Subsequent to the placing and open offer on 20 May 2005, £16,758,000 has been transferred from the Other reserve to the Proﬁt and Loss
reserve on the basis that this amount is now distributable.
Total
£000
33,589
1,715
45,972
(203)
254
(1,643)
-
79,684
Proﬁt and
loss
£000
8,602
1,702
-
(203)        
254         
(1,643)
16,777
25,489
Other
£000
16,758
-
1,122
-
-
-
(16,758)
1,122
Revaluation
£000
3,991
13
-
-
-
-
(19)
3,985
Share
premium
£000
4,238
-
44,850
-
-
-
-
49,088
Option price
143.10p
190.46p
99.80p
89.18p
100.95p
87.23p
83.30p
123.49p
Number of shares
858,850
920,094
626,050
Number of shares
211,708
127,132
306,089
81,623
45,913
204,060
61,218
158,146   
Fenner PLC   47 Notes continued
48 Fenner PLC
22 Reconciliation of movements in shareholders’ funds
1 September 2004 
Proﬁt for the year
Dividends
Share capital issued*
UITF17 share award accrual
Currency translation differences on foreign currency net investments
Net increase in shareholders’ funds
31 August 2005
*Share capital issued represents a placing and open offer of 46,611,102 ordinary shares and an issue of 1,192,933 ordinary shares to
Wellington Holdings plc shareholders as part of the Wellington acquisition.
2005
£000
90,608
(839)
(8,174)
57,760
254
-
49,001
139,609
2004
£000
91,670
372
(6,324)
4,684
206
-
(1,062)
90,608
2005
£000
60,739
6,531
(8,174)
57,760
254
1,715
58,086
118,825
2004
£000
58,428
2,367
(6,324)
4,684
206
1,378
2,311
60,739
Group Company
21 Reserves continued
COMPANY
1 September 2004 
Share capital issued
UITF17 share award
UITF17 share award accrual
Retained loss for the year
Transfers
31 August 2005
Share premium, Revaluation and Other reserves are non-distributable.
Included in the proﬁt and loss account for both Group and Company is £121,000 (2004 £121,000) of ‘own shares’ being the cost of 131,859
(2004 131,859) Fenner PLC ordinary shares of 25p each held by the Fenner PLC 1992 Employees Share Ownership Plan Trust. The market value
of the shares at 31 August 2005 was £192,000 (2004 £144,000). Dividend income has not been waived. The Trustees, who are based in Jersey
and are independent of the Company, have wide powers to invest the Trust Fund and to apply the income and capital of the fund for the beneﬁt
of the beneﬁciaries, being the employees of the Group. Income from the Plan, net of operating costs, is included in the Group proﬁt and loss
account on an accruals basis. At 31 August 2005 the Plan also had cash on deposit of £341,000 (2004 £326,000). As at that date there was no
loan from the Company to the Plan nor had the Company guaranteed any borrowings of the Plan.  
Subsequent to the placing and open offer on 20 May 2005, £19,874,000 has been transferred from the Other reserve to the Proﬁt and Loss
reserve on the basis that this amount is now distributable.
The Company has taken advantage of merger relief in respect of the share premium of £1,122,000 on the shares issued in part consideration
for the shares acquired in Wellington Holdings plc, and has consequently credited the premium to the other reserve.
Total
£000
63,458
45,972
(203)
254
(9,013)
-
100,468
Proﬁt and
loss
£000
27,587
-
(203)
254
(9,013)
19,893
38,518
Other
£000
30,201
1,122
-
-
-
(19,874)
11,449
Revaluation
£000
1,432
-
-
-
-
(19)
1,413
Share
premium
£000
4,238
44,850
-
-
-
-
49,088 24 Analysis of changes in net debt
Cash at bank and in hand
Bank overdrafts
Bank loans
Other loans
Obligations under ﬁnance leases
31 August
2005
£000
52,091
(206)
51,885
(30,735)
(54,606)
(451)
(33,907)
1 September
2004
£000
32,229
(8,756)
23,473
(3,949)
(58,936)
(4)
(39,416)
Acquisitions
£000
-
-
-
(3,965)
-
(487)
(4,452)
Non cash
£000
-
-
-
-
-
(55)
(55)
Exchange
movements
£000
(179)
19
(160)
(108)
513
(11)
234
25 Contingent assets and liabilities
The Group has disposed of certain businesses in prior years, which included obligations under certain property leases and grants. Should the 
purchasers of the businesses default on these commitments, the future obligation could revert to the Group.
In the normal course of business the Group has given guarantees and counter indemnities in respect of commercial transactions and has entered 
into forward contracts for the sale and purchase of foreign currencies by reference to its forecast requirements.
Proceedings have continued against the Welsh Development Agency (“WDA”), claiming substantial damages in relation to the provision by the 
WDA of defective manufacturing facilities. The proceedings are now the subject of litigation.
The Group is involved as defendant in a number of potential and actual litigation cases in connection with its business, primarily in North
America. The directors believe that the likelihood of a material liability arising from these cases is remote. 
In early October 2004, our conveyor belt operations in Charlotte and Atlanta received notiﬁcation from the Anti Trust Division of the US
Department of Justice of their intention to enquire into possible anti trust violations by Fenner. Every co-operation is being given in order to
clarify and expedite the process.
The Company has guaranteed the borrowings of certain subsidiary undertakings which at 31 August 2005 amounted to £89,229,000          
(2004 £71,641,000).
Cash
ﬂows
£000
20,041
8,531
28,572
(22,713)
3,817
106
9,782
23 Reconciliation of operating proﬁt to net cash inﬂow from operating activities
Operating proﬁt 
Non cash items
Depreciation and amortisation
Others including the effect of foreign exchange rate changes
Working capital movements
Stocks
Debtors
Creditors
Provisions
Net cash inﬂow from operating activities
2004
£000
8,738
7,097
1,040
(119)
(1,898)
1,885
(2,552)
14,191
2005
£000
15,849
10,156
278
(6,356)
(3,353)
3,259
1,482
21,315
Fenner PLC   49 50 Fenner PLC
Notes continued
26 Acquisitions
a)  Acquisition of Wellington Holdings plc
Wellington Holdings plc was acquired during the year through the acquisition of its entire share capital for a total cash consideration of 
£44,312,000 together with shares issued valued at £1,420,000. The acquisition was completed on 20 May 2005. The total provisional 
adjustments required to the book values of the assets and liabilities of the operations acquired in order to present the net assets of the 
companies at a fair value in accordance with Group accounting bases were £3,469,000, details of which are set out below together with the 
amount of goodwill arising. This purchase has been accounted for as an acquisition.
The acquisition had the following effect on the Group’s cash ﬂow in the year 
Net cash inﬂow from operating activities
Purchase of tangible ﬁxed assets
Net cash inﬂow
From the date of acquisition to 31 August 2005 the acquired operations contributed £10,819,000 to turnover and £1,074,000 to operating proﬁt. 
The consolidated results of Wellington in the period before acquisition in accordance with UK GAAP were as follows
Turnover
Operating proﬁt
Interest
Proﬁt before taxation
The proﬁt before taxation in the previous ﬁnancial year to 31 December 2004 was £5,051,000 after exceptional costs of £848,000 in respect 
of the Hampton site re-development project and a proﬁt on the sale of the freehold land site of £1,594,000.
1 January
to 20 May
2005
£000
14,356
201
(105)
96
£000
1,279
(723)
556 26 Acquisitions continued
At 20 May 2005 the book values and provisional fair values of the net assets Wellington were as follows
Intangible ﬁxed assets
Tangible ﬁxed assets
Stocks
Debtors
Taxation
-Current
-Deferred tax debtor
Cash at bank and in hand
Creditors
Bank loans
Finance leases
Provisions
-Pensions
-Deferred tax
Dividend
Total net assets acquired
Goodwill arising
Consideration (including acquisition expenses of £2,222,000)                  
Net assets acquired are stated in accordance with UK GAAP.
The book value of the assets and liabilities have been taken from the accounts of Wellington Holdings plc at 20 May 2005 (the date of 
acquisition) at actual exchange rates on that date. 
The fair value adjustments for alignment of accounting policies reﬂect the restatement of assets and liabilities in accordance with the Group’s 
policies including the write off of all tangible ﬁxed assets to their recoverable amount (£1,052,000) and the write down of stock to net realisable 
value (£833,000).
The other adjustments principally include a SSAP 24 Pension Costs adjustment (£2,105,000). 
b) Other acquisition
The Group’s other acquisitions were the business and assets of  L&K Conveyors and service branches of Rob Harvey.  
The book values and fair values of the net assets of these acquisitions were as follows.
Book
value
£000
107
6,070
5,119
7,419
(179)
114
292
(4,726)
(3,965)
(455)
-
(1,092)
(1,097)
7,607
Revaluation
£000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Fenner PLC   51
Provisional
fair
value
£000
22
4,550
4,265
7,407
(189)
1,053
292
(4,858)
(3,965)
(455)
(2,105)
(782)
(1,097)
4,138
41,594
45,732
Other
items
£000
-
(468)
(21)
(78)
65
736
-
(132)
-
-
(2,105)
50
-
(1,953)
Accounting
bases
alignment
£000
(85)
(1,052)
(833)
66
(75)
203
-
-
-
-
-
260
-
(1,516)
Tangible ﬁxed assets
Stocks
Debtors
Cash
Creditors
Finance leases
Total net assets acquired
Goodwill arising
Consideration (including deferred consideration of £35,000)
Provisional
fair
value
£000
153
144
103
2
(134)
(32)
236
55
291
Accounting
policy
alignment
£000
-
-
-
-
-
-
-
Book
value
£000
153
144
103
2
(134)
(32)
236 The combined impact of these acquisitions and the substantial acquisition (Wellington Holdings plc) noted above was as follows
Intangible ﬁxed assets
Tangible ﬁxed assets
Stocks
Debtors
Taxation
Deferred tax debtor
Cash at bank and in hand
Bank loans
Creditors
Finance leases
Provisions
-Pensions
-Deferred tax
Dividend
Total net assets acquired
Goodwill arising
Consideration (including deferred consideration and acquisition expenses)
Deferred consideration
Accrued costs
Shares issued
Cash consideration
Cash at bank and in hand of operations acquired
Deferred consideration in respect of previous acquisitions
Cash outﬂow in respect of the acquisition of subsidiary undertakings
Total
£000
22
4,703
4,409
7,510
(189)
1,053
294
(3,965)
(4,992)
(487)
(2,105)
(782)
(1,097)
4,374
41,649
46,023
(35)
(101)
(1,420)
44,467
(294)
26
44,199
Other
£000
-
153
144
103
-
-
2
-
(134)
(32)
-
-
-
236
55
291
52 Fenner PLC
Substantial
acquisition
£000
22
4,550
4,265
7,407
(189)
1,053
292
(3,965)
(4,858)
(455)
(2,105)
(782)
(1,097)
4,138
41,594
45,732
Provisional fair value
26 Acquisitions continued
Notes continued b) The valuation on which the FRS17 disclosures are set out below, has been prepared by a qualiﬁed actuary and is based on the most 
recent actuarial valuations of the UK schemes. Scheme assets are stated at their market value at 31 August 2005. During the year ended 
31 August 2005, the Group paid contributions to the Fenner Scheme at the rate of 12% of the pensionable salaries together with an additional 
payment of £1.25m and members contributed at the rate of 8.0% of pensionable salaries. In addition, contributions were paid to the Wellington
Scheme of £0.3m.
The main ﬁnancial assumptions used to calculate the UK schemes liabilities under FRS17 were as follows
Price inﬂation
Rate of increase in salaries 
Rate of increase of pensions in payment subject to Limited Price Indexation increases* 
Rate of increase for deferred pensioners subject to statutory revaluation
Discount rate
* Some elements of pension increase at either 0% pa or 3% pa
The assets in the UK scheme and the expected rates of return were
Equities
Bonds
Cash
Total (excluding deﬁned contribution)
Deﬁned contribution section
Total
†
†
There are also some policies relating to insured pensioners which are excluded from this disclosure.
% pa
8.5
4.9
4.5
2003
% pa
2.7
3.7
2.7
2.7
5.5
2004
% pa
3.0
4.0
2.9
3.0
5.6
2005
% pa
2.7
3.7
2.7
2.7
5.0
2003
£000
53,606
15,296
2,684
71,586
1,680
73,266
£000
50,880
14,408
2,006
67,294
1,308
68,602
% pa
8.5
4.7
3.5
2004
£000
66,866
16,895
7,787
91,548
3,423
94,971
% pa
8.0%
4.2%
4.5%
2005
27 Pensions and other post-retirement beneﬁts
The Group has continued to account for pensions in accordance with Statement of Standard Accounting Practice 24 and the disclosures given in 
a) below are those required by that accounting standard. The transitional disclosures required for FRS17, Retirement Beneﬁts, to the extent not 
given in a) are, for the UK pension schemes (the Group’s only signiﬁcant deﬁned beneﬁt arrangements), set out in b) below.
a) The Group operates a number of post-retirement deﬁned beneﬁt arrangements, including pension schemes and post-retirement medical 
plans, around the world. Some of the arrangements are funded and some are unfunded. The assets of these schemes are held in 
separate trustee administered funds. Since the overseas arrangements are all relatively small compared with the UK pension schemes detailed 
below, a more limited disclosure has been included.
The total pension cost for the Group in the year ended 31 August 2005 was £5,801,000 (2004 £5,407,000).
The pension cost relating to the UK amounted to £2,517,000 (2004 £2,460,000). 
Following the acquisition of Wellington Holdings, there are now two UK deﬁned beneﬁt schemes - the Fenner Pension Scheme and the Wellington
Pension Scheme. The cost of these schemes is assessed in accordance with the advice of a qualiﬁed actuary, who is not an employee of the
Group, using the Projected Unit Credit method. The last actuarial valuations of the UK schemes were carried out as at 31 March 2005 and 5 April
2005.
The assumptions that have the most signiﬁcant effect on the results of the valuation are those relating to the rate of return on investments and the
rates of increase in salaries and pensions. It was assumed that the investment return would on average exceed both salary increases by 2.05%
p.a. and future pensions, which are entitled to increases, by 3.8% p.a. 
At the dates of the latest full actuarial valuations, the combined value of the assets of the UK schemes (excluding insured pensions and the
deﬁned contribution section) was £89,800,000 and on the assumptions above, was sufﬁcient to cover 87% of the beneﬁts that had accrued to
members, after allowing for expected future increases in earnings.
The element of the total pension cost in the year ended 31 August 2005 relating to foreign schemes amounted to £3,284,000 (2004 £2,947,000).
This charge has been determined in accordance with local best practice and regulations.
Fenner PLC   53 27 Pensions and other post-retirement beneﬁts continued
The notional balance sheet liability for the UK and overseas schemes
Market value of UK assets (excluding insured pensions and deﬁned contribution)
Actuarial value of UK deﬁned beneﬁt liabilities (excluding insured pensions)
UK scheme deﬁcit
UK related deferred tax asset
UK pension liability 
Overseas schemes’ deﬁcits
Related deferred tax asset
Overseas net pension liability
Group net pension liability
Net assets excluding pension liability and SSAP24 pension assets
Net pension liability 
Net assets including FRS17 pension liability
Proﬁt and loss reserve excluding pension liability and SSAP24 pension assets
Net pension liability
Proﬁt and loss reserve including pension liability
The movements in the UK scheme’s deﬁcit were
Deﬁcit in the UK scheme at 1 September 2004
Additional deﬁcit taken on at 20 May 2005 (Wellington Pension Scheme)
Current service cost (which would be included in operating proﬁt)
Contributions paid
Other ﬁnance income
Settlements/curtailments
Actuarial gain/(loss)
Deﬁcit in UK scheme at 31 August 2005
2005
£000
91,548
(126,567)
(35,019)
10,506   
(24,513)
(5,055)
631
(4,424)
(28,937)
127,367
(28,937)
98,430
29,697
(28,937)
760
54 Fenner PLC
Notes continued
2004
£000
71,586
(103,062)
(31,476)
9,443   
(22,033)
(4,598)
1,644
(2,954)
(24,987)
67,198
(24,987)
42,211
11,349
(24,987)
(13,638)
(33,706)
-
(948)
1,967
(479)
-
1,690
(31,476)
(31,476)
(4,662)
(963)
2,049
(362)
92
303
(35,019) (13,678)
655
(15,392)
20.9%
0.8%
18.7%
27 Pensions and other post-retirement beneﬁts continued
Analysis of amounts that would be charged to operating proﬁt in respect of deﬁned beneﬁt schemes
UK current service
UK past service cost
Settlement
Total cost in respect of ﬁnal salary members
Total cost in respect of money purchase members
Total that would be charged to operating proﬁt in respect of all UK members
Analysis of the amount that would be credited to other ﬁnance income
Interest on UK pension scheme liabilities
Expected return on assets in the UK pension scheme
Net charge to other ﬁnance income
UK schemes proﬁt and loss charge before deduction for deferred tax
UK deferred tax credit
UK schemes proﬁt and loss charge after deduction for deferred tax
Overseas schemes proﬁt and loss charge after deduction for deferred tax
Group total notional proﬁt and loss charge after deduction for deferred tax
Analysis of amounts that would be recognised in statement of total recognised gains and losses in respect of the UK schemes
Actual return less expected return on assets
Experience gain on liabilities
Loss on change of assumptions (ﬁnancial and demographic)
Actuarial gain/(loss) 
History of experience gains and losses in respect of the UK schemes
Gain/(loss) on scheme assets
Amount 
Percentage of scheme assets (excluding insured pensions and deﬁned contribution)
Experience gain on scheme liabilities
Amount 
Percentage of UK deﬁned beneﬁt liabilities
Total amount that would be recognised in statement of total recognised gains and losses
Amount 
Percentage of UK deﬁned beneﬁt liabilities
2004
£000
948
-
-
948
184
1,132
5,555
(5,076)
479
1,611
(483)
1,128
251
1,379
2,576
-
(886)
1,690
2005
£000
963
-
(92)
871
220
1,091
5,899
(5,537)
362
1,453
(436)
1,017
681
1,698
10,448
645
(10,790)
303
Fenner PLC   55
2,576
3.5%
-
0.0%
1,690
1.6%
(2,021)
1,677
(13,167)
2.9%
1.6%
13.0%
2003
£000
2002
£000
2004
£000
10,448
11.5%
645
0.5%
303
0.2%
2005
£000 28 Commitments
At 31 August 2005 the Group had commitments to make the following payments in the year to 31 August 2006 in respect of non-cancellable
operating leases
Expiring within one year 178 456
Expiring between one and ﬁve years 418 974
Expiring in over ﬁve years 859 11
1,455 1,441
At 31 August 2005 the Company had no commitments under non-cancellable operating leases (2004 £Nil).
56 Fenner PLC
Notes continued
30 Related party transactions
During the year the Group made sales of £201,000 (2004 £339,000) to Rob Harvey Pty Ltd (an associated undertaking) and made purchases
of £nil (2004 £9,000) from Rob Harvey Pty Ltd in the normal course of business.
Loan interest of £10,000 (2004 £15,000) and loan repayment of £70,000 was received from Rob Harvey Pty Ltd in the year.
The amounts due to and from Rob Harvey Pty Ltd are set out in notes 12, 14 and 15 as amounts to and from associated undertakings.
29 Future capital expenditure
Contracted for but not provided
2005
£000
4,311
2004
£000
1,064
2004
£000
-
2005
£000
-
Group Company
Other
£000
Land and
buildings
£000
Other
£000
294
676
-
970
Land and
buildings
£000
42
394
262
698
2005 2004 Fenner PLC   57
31 Principal operating subsidiaries, associated undertaking and other investments
Principal Subsidiary undertakings
J H Fenner & Co Ltd, Hull
Fenner Advanced Sealing Technologies Ltd, Hampton
Fenner Drives Ltd, Leeds
Fenner Dunlop Ltd, Farington 
Fenner International Ltd, Hull
James Dawson & Son Ltd, Lincoln
Hallite Seals International Limited 
Hallite France Limited
CDI Seals Inc.
Dynamic Seals Inc.
Fenner Inc, Pennsylvania
Fenner Dunlop (Atlanta) Inc.
Fenner Dunlop (Charlotte) Inc.
Fenner Dunlop (Port Clinton) Inc.
Fenner Dunlop (Bracebridge) Inc.
Hallite Seals (Canada) Limited
Enerka Apex Belting Pty Ltd, Melbourne
Fenner (Australia) Pty Ltd, Sydney
Hallite Seals Australia Pty Ltd.
Fenner (South Africa) (Pty) Ltd, Johannesburg
KSB Pumps (SA) (Pty) Ltd, Johannesburg
Shanghai Fenner Conveyor Belting Co Ltd, Shanghai
Dawson Polymer Products (Shanghai) Co Ltd, Shanghai
Fenner Dunlop BV, Drachten
Fenner Conveyor Belting Private Limited
Dichtelemente Hallite GmbH
Hallite Italia Srl
All of the subsidiary undertakings are consolidated within the Group accounts.
KSB Pumps (SA) (Pty) Ltd is included as a subsidiary undertaking because the Group exercises a dominant inﬂuence.
by subsidiaries
of the Company
or their
nominees
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
50
85
100
100
100
100
100
by the
Company
or its
nominees
%
100
100
100
100
Country of
incorporation
if outside
Great Britain
USA
USA
USA
USA
USA
USA
Canada
Canada
Australia
Australia
Australia
South Africa
South Africa
China
China
Netherlands
India
Germany
Italy
Proportion of issued ordinary shares held 58 Fenner PLC
Notes continued
Other investment
Outils Pneumatiques Globe SA, Paris
Proportion of issued
ordinary shares held
by subsidiaries
of the Company
%
12.2
Country of
incorporation
France
Associated undertaking
Rob Harvey Pty Ltd, Brisbane
(Year end 30 June)
The result for Rob Harvey Pty Ltd included in the Group Results for the year to 31 August 2005 is based on the accounts of Rob Harvey Pty Ltd to
30 June 2005 and the management accounts for the subsequent period to 31 August 2005. Rob Harvey Pty Ltd is included as an associate 
undertaking because the Group does not exercise a dominant inﬂuence. The Group’s share of the capital commitments was £nil. There were 
£nil contingent liabilities at 31 August 2005.
All the above subsidiary and associated undertakings are involved directly or indirectly in the Group’s principal activities except for KSB Pumps 
(SA) (Pty) Ltd, which is involved in the manufacture and distribution of pumps and valves.
Each of the subsidiary and associated undertakings operates principally in the country of incorporation.
A full list of the Company’s interests in subsidiary and associated undertakings is ﬁled with the annual return to the Registrar of Companies.
Issued
ordinary share
capital
000
1,200
Currency
Australian dollar
Proportion of
issued ordinary
shares held
by subsidiaries
of the Company
%
50
Country of
incorporation
Australia
31 Principal operating subsidiaries, associated undertaking and other investments continued Fenner PLC   59
Turnover
Operating proﬁt before goodwill amortisation
and exceptional items
Goodwill amortisation
Exceptional items
Operating proﬁt/(loss)
Share of operating (loss)/proﬁt in associated undertakings
Proﬁt on sale and termination of operations
Proﬁt/(loss) on ordinary activities before interest
Net interest payable 
Share of net interest payable in associated undertakings
Proﬁt/(loss) on ordinary activities before taxation
Taxation on proﬁt on ordinary activities
Minority equity interests
Earnings
Dividends
Retained loss
Earnings per share 
Adjusted – before goodwill amortisation, exceptional items and proﬁt on
sale of operations
Basic – after goodwill amortisation, exceptional items and proﬁt on
sale of operations  
Dividends per ordinary share
Capital expenditure
Shareholders’ funds – Equity interest
Net debt
Gearing
Average number of employees
Where applicable prior years have been restated following the adoption of FRS19 Deferred Tax, the implementation of UITF abstract 38, Accounting for
ESOP Trusts, the discounted share placement in 2004 and the placing and open offer in 2005.
2001
£000
166,402
14,055
-
(849)
13,206
575
-
13,781
(1,415)
(58)
12,308
(3,449)
(273)
8,586
(5,801)
2,785
8.74p
8.22p
5.675p
3,431
70,059
9,706
-
1,840
2003
£000
248,533
12,012
(993)
(12,470)
(1,451)
451
-
(1,000)
(4,139)
(33)
(5,172)
(1,074)
(631)
(6,877)
(6,025)
(12,902)
4.94p
(6.53)p
5.825p
6,500
58,428
(44,496)
76.2%
2,667
2004
£000
260,595
16,101
(1,149)
(6,214)
8,738
489
695
9,922
(3,458)
(69)
6,395
(3,052)
(976)
2,367
(6,324)
(3,957)
7.67p
2.19p
5.825p
7,858
60,739
(39,416)
64.9%
2,662
2005
£000
313,012
21,255
(1,904)
(3,502)
15,849
(20)
-
15,829
(3,761)
(43)
12,025
(4,514)
(980)
6,531
(8,174)
(1,643)
9.34
5.28       
5.825p
8,235
118,825
(33,907)
28.5%
2,949
2002
£000
232,187
16,563
(588)
(6,665)
9,310
467
-
9,777
(4,249)
(44)
5,484
(1,539)
(399)
3,546
(5,997)
(2,451)
8.40p
3.38p
5.825p
4,806
67,654
(39,981)
59.1%
2,545
Five Year Summary 60 Fenner PLC
Fenner, Fenner Drives, Hallite, BTL, Fenaplast and Powertwist are Registered Trademarks of the Fenner Group. 
CDI, T-Max and SigmaSeal are trademarks of the Fenner Group.
KSB is a Registered Trademark of the KSB Group
Annual General Meeting
The sixty-ninth Annual General Meeting of the Company will be held at Marlborough Room, Oxford & Cambridge Club, Pall Mall, London
SW1Y 5HD, on 11th January 2006 at 10.30 am when the following business will be proposed:
Ordinary Business
1 To receive the directors’ report and ﬁnancial statements of the Group for the ﬁnancial year ended 31 August 2005 together with the 
auditor’s report.
2 To approve the Board Remuneration Report contained in the Company’s Annual Report for 2005.
3 To declare a dividend.
4 Election of directors.
5 To re-appoint the auditors and to authorise the directors to determine their remuneration.
6 To transact any other ordinary business of an annual general meeting.
Special Business
7 To authorise the directors to allot shares.
8 To empower the directors to allot shares for cash.
9 To authorise the Company to buy back its own shares.
Note
This is a summary of the Notice of Meeting and shareholders should refer to the enclosed document which contains the full 
text of the Notice of Meeting together with an explanatory letter from the Chairman of the Company.
Advisors
Registrars
Capita Registrars, Beckenham
Principal Solicitors
Addleshaw Goddard, Leeds
Nabarro Nathanson, London
Rollits, Hull
Shumaker, Loop & Kendrick, Charlotte, USA
Independent Auditors
PricewaterhouseCoopers LLP, Hull
Brokers
Collins Stewart Limited, London
Principal Bankers
Barclays Bank PLC, Leeds
Lloyds TSB Bank plc, Leeds
Bank of Scotland, Leeds
Wachovia Bank NA, Charlotte, USA
Merchant Bankers
N.M. Rothschild & Sons Limited, Leeds
Financial Calendar 
Annual General Meeting – January
Half Year End – February
Half Year Announcement – May
Year End – August
Preliminary Announcement – November
Health and Safety
Please note that in some of the illustrations featured in this annual report, safety guards have been removed for photographic purposes. Annual
Report
2003
Annual
Report
2005
Growing Partnerships Worldwide
Registered office: Hesslewood Country Office Park,
Hessle, East Yorkshire HU13 0PW, Telephone 01482 626511 Fax: 01482 626512
Registered Number: 329377   www.fenner.com
Fenner PLC  Annual Report 2005
Fenner is a world leader in reinforced polymer
technology.
Our strategy is to increase market share and
target new value added product areas. We will
continue to concentrate on growing those
businesses where we already demonstrate
leadership through our skills in applications,
design, materials technology and dedication to
customer service as well as by carefully planned
acquisitions.
Advanced Sealing Technologies
Advanced Sealing Technologies
CHARLOTTE
Tel: (1) 704 334 5353
Fax: (1) 704 334 1733
www.scandura.net
Tel: (44) 1482 781234
Fax: (44) 1482 785438
www.fennerdunlop.com/europe
Tel: (31) 512 585 555
Fax: (31) 512 585 511
www.fennerdunlop.com/europe
Tel: (86) 21 599 369 89
Fax: (86) 21 599 367 34
www.fennerdunlop.com/shanghai
Tel: (61) 3 9680 4500
Fax: (61) 3 9689 9191
www.apexfenner.com.au
Tel: (44) 1522 781800
Fax: (44) 1522 510029
www.james-dawson.com
Tel: (44) 113 249 3486
Fax: (44) 113 248 9656
www.fennerdrives.com
Tel: (44) 20 8941 2244
Fax: (44) 20 8783 1669
www.hallite.com
Tel: (49) 40 73 47 480
Fax: (49) 40 73 47 48 49
www.hallite.de
Tel: (27) 11 974 1902
Fax: (27) 11 974 1900
www.fenner.co.za
Tel: (27) 11 828 8950
Fax: (27) 11 822 2013
www. ksbpumps.co.za
ATLANTA
Tel: (1) 404 294 5272
Fax: (1) 404 296 5165
www.gaduck.com
Tel: (1) 717 665 2421
Fax: (1) 717 665 2649
www.fennerdrives.com
DETROIT
Tel: 248 362 0170
Fax: 248 362 4246
www.hallite.com
HOUSTON
Tel: 281 446 6662
Fax: 281 446 7034
www.cdipolytek.com
Advanced Sealing Technologies
James
D wson a
PANTONE 280
60% TINT 280
Tel: (86) 21 599 369 89
Fax: (86) 21 599 367 34
www.james-dawson.com
James
D wson a
PANTONE 280
60% TINT 280
C ONVEYOR BELTING EUROPE
CONVEYOR BELTING EUROPE
Tel: (91) 452 2464201
Fax: (91) 452 2464204
CONVEYOR BELTING AMERICAS
CONVEYOR BELTING AUSTRALIA
CONVEYOR BELTING 
CONVEYOR BELTING 
Tel: (1) 705 645 4431
Fax: (1) 705 645 3112
www.scandura.net
CONVEYOR BELTING AMERICAS