Revolymer plc
Annual report and ﬁnancial statements 2012 2
Mission statement
Revolymer is a technology company that designs, develops and formulates novel polymers to
improve the performance of existing products within the fast moving consumer goods (FMCG) and
other industrial markets. Revolymer aims to generate growing high quality revenue streams by
licensing its unique technologies to manufacturers and marketers within these markets. Potential
applications for the business’s technology are in the household products, personal care and
coatings & adhesives product areas, and in medicated chewing gum (including nicotine gum)
and confectionery chewing gum.
References in this document to Revolymer, the Group or the Company all refer to Revolymer plc or
its business as the context requires.
References in this document to the Directors and Board refer to the Board of Directors of Revolymer
plc.
Advisors
Auditors Solicitors
Ernst & Young LLP Maclay Murray & Spens LLP
100 Barbirolli Square One London Wall
Manchester M2 3EY London EC2Y 5AB
NOMAD/Broker Registrar
Panmure Gordon (UK) Limited Capita Registrars Limited
One New Change The Registry
London 34 Beckenham Road
EC4M 9AF Beckenham
Kent BR3 4TU
Patent Agent Bankers
D Young & Co LLP HSBC plc
120 Holborn Vista
London EC1N 2DY St David’s Park
Ewloe
Flintshire CH5 3RX
Registered Ofﬁce Head Ofﬁce
One London Wall 1 New Tech Square
London EC2Y 5AB Zone2 Deeside Industrial Park
Deeside
CH5 1NT
Contents
Highlights 3 Independent auditor’s report 30
Chairman’s statement 4 Consolidated income statement 32
Chief executive ofﬁcer’s review 6 Consolidated and company balance sheets 33
Financial review 9 Consolidated and company statements of
Corporate social responsibility statement 11 changes in equity 34
Board of directors 13 Consolidated and company statements of cash ﬂow 35
Directors’ report 15 Notes to ﬁnancial statements 36
Corporate governance 19 Notice of annual general meeting 56
Directors’ remuneration report 23 Business Highlights
• A continuing strategic focus on executing licences in the high value consumer specialties
business area including household products, coatings and adhesives and personal care
• Following the IPO, funds available at 31 December 2012 of £21.9 million providing a signiﬁcant
funded “runway” to enable management to deliver on key commercial projects;
• Products update:
o Consumer specialties: development programmes being progressed in partnership with a
number of international FMCG companies through joint development and other
collaborative structures that allow Revolymer to retain the underlying polymer intellectual
property as the subject of subsequent licences to such partners;
o The development of a nicotine gum offering with the potential to generate signiﬁcant
medium term shareholder value in targeted markets;
o Bioequivalence study for nicotine gum product completed. Abbreviated New Drug
Application (“ANDA”) for submission to the US Food and Drug Administration (“FDA”) in
closing stages of drafting;
o Licensing potential remaining in the confectionery gum business, despite the decision to
stop direct sales in the US;
• A portfolio of product programmes for potential licensing, which also helps to mitigate the
challenges inherent in striking commercialisation deals and reduces the dependence of the
business on success in a single product development programme (i.e. “multiple shots on goal”);
• Guidance from a strong and experienced Board of Directors chaired by Jack Keenan,
formerly CEO and Chairman of Kraft Foods International, and supported by independent
Non-executive Directors with speciﬁc industry expertise, namely Julian Heslop, formerly CFO of
GlaxoSmithKline, and Dr Bryan Dobson, formerly President Global Operations of Croda
International.
Financial Highlights
• £21.9 million of current cash investments, cash and cash equivalents on hand at the year end
(2011: £3.1 million);
• Net cash outﬂow from operating activities of £4.3 million (2011: £3.9 million);
• Revenue for the period of £176k (2011: £150k), comprising sales of Rev7
®
removable and
degradable confectionery gum in the US and nicotine gum in Canada;
• Gross loss for the period of £606k (2011: gross proﬁt £84k), but a gross proﬁt of £90k (2011: £84k)
before charging US closure costs, stock provisions and write offs amounting to £696k;
• Other operating income for the period of £340k (2011: £505k), from potential licensing partners
in the consumer specialties business areas. Reduction in income reﬂects the advanced status
of a number of our programmes, and our focus on securing licence deals to deliver high
quality medium term value, rather than seeking signiﬁcant short term collaborative income;
• Reported loss for the year of £10.1 million (2011: £3.9 million), which was adversely impacted by
signiﬁcant and primarily non-cash charges in respect of stock provisions, US closure costs and
share based payments (as a result of all share options vesting at Admission) amounting in total
to £5.2 million (2011 £261k). The loss excluding these items was £4.9 million (2011: £3.7 million).
3
Highlights 4
I am pleased to present my inaugural report as the ﬁrst Chairman of Revolymer plc. At the outset I
thank the management team who, working together with our advisors, completed the IPO of
Revolymer and listing on the London Stock Exchange’s AIM market on 10 July 2012, and the raising
of over £23 million of net proceeds to fund the business for the coming years.
Although there is much to achieve as a business, the IPO provides us with a ﬁnancial base to do
this, and during the months as a public company since listing we have focused on the reﬁnement
and execution of our business plan, including:
• We have agreed the best commercial strategy for the Company, concluding that our
resources are best deployed by a focus on licensing our portfolio of intellectual property in a
number of product ﬁelds to partners with the expertise, resources and scale to launch and
market products incorporating our technology;
• We have set a 2013 operating plan consistent with this strategy, with very speciﬁc goals for
management;
• We have established appropriate governance and control structures, including a
comprehensive and ongoing business risk assessment and mitigation process, and a medium
term strategic planning cycle; and
• We are beginning to build relationships with private and institutional investors, and we
recognise that this is fundamental to achieving our goals. We aim to achieve this through
face-to-face meetings and a range of other communication channels immediately following
the achievement and announcement of signiﬁcant milestones. We also aim to be highly
receptive to shareholder interactions, either received directly or through our broker. The Notice
of Meeting that will accompany our annual report sets out the business for our ﬁrst AGM and
we actively encourage all our shareholders, large or small, to attend and participate.
We will continue to maintain our focus on these key areas during the year ahead, as more fully
described in the Chief Executive Ofﬁcer’s Review.
Governance
Although full compliance with the UK Corporate Governance Code is not compulsory for AIM
companies, the board has chosen to apply those principles considered appropriate, taking into
consideration Revolymer’s size and the recommendations contained in the QCA guidelines. We
also intend to move towards full compliance over time, and as the business grows and matures.
I believe that the composition of the Board of Directors now provides a wealth of business
experience from the FMCG, chemicals, pharmaceuticals and ﬁnancial sectors upon which the
management team can draw going forward.
Speciﬁcally the Board consists of seven members, of whom ﬁve are Non-executive Directors
including three who are considered independent (including the Chairman). The Chief Executive
Ofﬁcer and Chief Financial Ofﬁcer are Executive Directors, and the Chief Financial Ofﬁcer is also
Company Secretary. The board has also established Audit, Remuneration and Nomination
Committees, with each staffed by Non-executive Directors and chaired by an independent
Non-executive Director.
We shall regularly review the overall performance of the Board to ensure that it remains focussed,
is provided with targets for improvement and meets such targets where possible.
Chairman’s Statement People
Revolymer now employs 30 people (excluding Non-executive Directors) based in our Deeside
facility, most of whom are highly qualiﬁed polymer scientists, focused on product research and
development across our ﬁve business areas and particularly in consumer specialties. Our
employees are critical to our future success and I would like to thank all of them for their hard work
during the year and look forward to their continued commitment to the business.
Looking ahead
Based on the progress made to date and the signiﬁcant market potential for our technologies in a
number of product applications, I believe the outlook for Revolymer is very promising. The business
has an experienced management team and staff, and the proceeds of the IPO provide a
foundation for delivering against our corporate targets. I look forward to seeing Revolymer
capitalise on these opportunities.
John (“Jack”) Keenan
Chairman
5 6
2012 has been a signiﬁcant year for Revolymer, with its IPO and listing on AIM in July. On Admission,
our stated strategy was to generate signiﬁcant and growing high quality revenue streams by
licensing our unique technologies to manufacturers and marketers within the global high value
FMCG and other industrial markets. The ﬁnancial resources derived post-IPO, combined with the
technical and business experience of the board, management team and staff, position us well to
deliver on this strategy and this has been and continues to be our over-riding focus.
The Company’s current products and pipeline are based on two core areas of polymer technology
application: moisture management using amphiphilic graft copolymers (such as the Rev7
®
polymer), and encapsulation and controlled release of active substances using a range of polymer
families (such as polyacrylic acid-based polymers).
Demonstrating to the larger players in our target markets that these technologies can improve
performance in speciﬁc product applications, and negotiating and executing commercialisation
licences or other appropriate contracts with them, is a time and resource consuming process.
However, I am pleased to report that we are continuing to progress a signiﬁcant portfolio of
projects with major partners, each of which could potentially culminate in a commercialisation
deal in the near to medium term. The existence of this portfolio provides the Group with a number
of licence opportunities (“multiple shots on goal”) and therefore reduced dependency on a single
product success, serving to mitigate some of the inherent challenges associated with the
development of appropriate commercialisation partnerships.
We summarise below key progress in the various business areas of Revolymer, whilst necessarily
preserving the conﬁdentiality of related business arrangements.
Business Area Review
Consumer Specialties
The consumer specialties business area comprises household products (including for example
laundry and non-laundry cleaning agents), coatings & adhesives (including for example foodstuff
packaging and coatings and sealants used in the construction industry) and personal care
products (including cosmetics, personal hygiene and hair-care). This portfolio represents large
markets where we believe our technology can offer signiﬁcant performance improvement in a
variety of properties of existing marketed products.
All of our technologies in the consumer specialties business area are currently in varying stages of
product development. Our REVCOAT amphiphilic polymer technology has been shown to improve
the performance of certain non-laundry cleaning agents, while our REVBAR laminated barrier
technology is in development to improve packaging for both wet and dry perishable foodstuffs.
Our REVCAP encapsulation technology has been shown to stabilise certain laundry actives in liquid
and new powder formulations, and work is ongoing to optimise release of the actives in the
cleaning cycle. Our REVCARE moisture management technology has also been shown to improve
the properties of certain personal care and cosmetic formulations, such as moisturisation and
perceived softness.
These development programmes are being progressed in partnership with a number of
international FMCG companies through joint development and other collaborative structures that
allow Revolymer to retain the underlying polymer intellectual property as the subject of subsequent
licences. Given the progress that we are making, we are conﬁdent that commercialisation licences
(or equivalent transactions) will be forthcoming from one or more projects and look forward to
announcing signiﬁcant commercial milestones as and when they are achieved.
Chief executive ofﬁcer’s review Nicotine Gum
The private label component of the nicotine gum market offers Revolymer a speciﬁc commercial
opportunity, primarily through partnering our more confectionary like nicotine gum with existing
market players. We announced in July 2012 the ﬁrst sales in Canada of our product through this
private label route, having received regulatory approval in Canada in 2011. However in early
February 2013, we also announced that the Company had received notiﬁcation from Fertin
Pharma A/S and Gumlink A/S of the commencement of patent infringement proceedings against it
in connection with the sale of its nicotine gum in Canada. Following professional advice,
management considers at this stage that there are strong grounds for rebutting this action and we
accordingly intend to defend vigorously the Company’s position. Revolymer will issue further
announcements as appropriate in the event that there are any material developments regarding
this legal action, but understandably we are limited in the comments we can make about ongoing
legal matters. As a business in which intellectual property is central to our value, we of course take
such matters very seriously.
Whilst the Canadian nicotine gum market is relatively small and therefore an appropriate test
market for our product, there is a more signiﬁcant potential private label opportunity in the US. In
October 2012 we were pleased to receive an Investigational Medicinal Products licence in respect
of our nicotine gum and accordingly commenced the planned bioequivalence study to enable
comparison to the market reference product, Nicorette. This study was recently completed in
March 2013, and the ANDA is in the closing stages of drafting, with its ﬁling to be announced in due
course. Once the ANDA is ﬁled, we are advised of an FDA review time of at least two years before
a US launch can be planned, and so the value of this product is likely, subject to regulatory
approval, to be realised in the medium term. We also aim to use the bioequivalence study as a
basis for partnering with private label manufacturers and marketers in other territories, e.g. in
Europe.
Our accelerated release nicotine gum (designed to provide faster craving relief than currently
marketed nicotine gum) remains a longer term development programme with the potential to
generate value for the business further out, and will be the subject of future announcements as
appropriate.
Confectionery Gum
In this business area as in others, our primary objective continues to be the licensing of our
removable and degradable gum technology, and, as stated in our AIM Admission Document, the
Group already has two licensees in the confectionery gum ﬁeld for this technology. The direct sales
of our Rev7
®
branded confectionery gum were accordingly intended to demonstrate consumer
interest ahead of licensing to additional third parties. The board believes, however, that it is also
important to control and balance appropriately the cost of such activities in the context of the
whole business, taking into consideration that the primary focus remains on licensing. Whilst sales of
Rev7
®
gum in the USA have continued during 2012 and amounted to £153k for the year, the board
concluded that the likely future quantum of these sales no longer justiﬁed a continued physical
presence in the US market, and accordingly such commercialisation effort in this territory was
stopped from the start of 2013. The closure costs are described in the Financial Review.
Outside of the USA, the Group continues to test market Rev7
®
confectionery gum in Ireland, in
partnership with the Topaz service station network. Appropriate future commercial activities in
Europe will be considered after the test marketing is completed.
Outlook
Revolymer remains focused on the licensing of its technology to commercialisation partners in the
high value FMCG and other industrial markets. During 2012 it has progressed development on a
7 8
large portfolio of projects, mitigating the challenges inherent in our business model. Furthermore,
the majority of these projects are in the consumer specialties business area which is our strategic
priority going forward. In parallel, a number of commercial opportunities remain in our gum business
area: in nicotine gum there is the potential for substantial medium term shareholder value
generation with our improved chew and release products, and we also look forward to licensing
developments in our confectionery gum business.
Given the progress that we are making, and a signiﬁcant funded “runway” in which to continue to
do so, we are conﬁdent that commercialisation licences (or equivalent transactions) will be
forthcoming from one or more projects and look forward to announcing signiﬁcant commercial
milestones as and when they are achieved.
Roger Pettman
Chief Executive Ofﬁcer
Chief executive ofﬁcer’s review (continued) The results of Revolymer’s operations have been signiﬁcantly inﬂuenced by the IPO and listing on
AIM in July. We are pleased to have completed this substantial fundraising, and the business is well
funded as it pursues its licensing model. Since the IPO, and under the guidance of the Audit
Committee and the Board, we have reviewed our business risks as part of an ongoing risk and
mitigation review cycle, and have ensured that our internal ﬁnancial controls are appropriate for a
publicly quoted company, including the implementation of a treasury policy (as described below).
Cash ﬂow
Net cash inﬂow from ﬁnancing activities was £23.2 million (2011: £5.6 million), reﬂecting the funds
raised in the IPO. After expending £4.3 million on operations during the year (2011: £3.9 million), the
balances on hand at the year end were cash and cash equivalents of £4.9 million (2011: £3.1
million) and short term deposits of £17.0 million (2011: nil), placed in accordance with a new board
approved treasury policy, that is in short term deposits with a panel of UK ﬁnancial institutions rated
at least F1/A1/P1 (or equivalent ratings).
Operations
Revenue for the period totalled £176k (2011: £150k), £153k of which was sales of Rev7
®
removable
and degradable confectionery gum in the US (2011: £149k), as well as early sales of nicotine gum in
Canada of £16k (2011: nil). As announced on 19 December 2012, the board made a decision to
desist direct sales of confectionery gum in the US with effect from the end of the year and
accordingly cost of sales of £782k (2011: £66k) includes related stock provisions of £489k (2011: nil)
and other closure costs of £207k (2011: nil). Excluding these charges, cost of sales was £86k (2011:
£66k). Gross loss for the period (including these provisions) totalled £606k (2011: gross proﬁt £84k).
Excluding these provisions, gross proﬁt was £90k (2011: £84k).
Other operating income for the period was £340k (2011: £505k), reﬂecting receipts from potential
licensing partners in the consumer specialties business areas. The lower income compared to the
prior period reﬂects the varied phasing of payments from the ongoing projects, and the fact that
the Company is approaching the later developmental stages in a number of projects (which we
aim to progress to licence negotiations). We remain focused on achieving signiﬁcant licences
rather than short term collaborative income. The 2011 ﬁgure also includes £46k of government
grants not available in 2012.
Administrative expenses of £9.9 million were incurred in the year (2011: £4.5 million), which includes
non-cash charges of £4.1 million under IFRS2 relating to share based payments (2011: £207k) and a
provision for employers’ national insurance in relation to potential option exercises of £360k (2011:
nil), as well as US closure costs of £47k (2011: nil). The above share related items are required as a
result of share options held by employees, board members and consultants vesting at Admission.
Administrative expenses excluding these charges were £5.4 million (2011: £4.3 million). The
remaining increase over 2011 is accounted for primarily by increased development costs and the
costs associated with being publicly quoted, including increased board and advisory costs. We will
seek to manage these closely going forward.
The US closure costs have been charged in 2012, aligned with the accounting period when such
decision was taken, and we are pleased to report that at a total of £254k (£207k in cost of sales
and £47k of administrative expenses) they are signiﬁcantly less than our original estimate in
December 2012 of £360k.
Finance income
Interest receivable on bank deposits and investments was £50k (2011: £7k), reﬂecting higher net
deposit and investment balances following the IPO.
9
Financial review 10
Loss for the year
The loss for the year totalled £10.1 million (2011: £3.9 million). Excluding the signiﬁcant, primarily non-
cash, charges described above in respect of stock provisions, US closure costs and share based
payments (including employers’ national insurance) amounting to £5.2 million (2011: £261k), the loss
totalled £4.9 million (2011: £3.7 million).
Outlook
The business is now well funded, with £21.9 million of current cash investments, cash and cash
equivalents on hand at the year end (2011: £3.1 million). Management is planning to deploy these
resources prudently, with the aim of delivering a number of signiﬁcant licensing deals over the
course of the funded runway for our operations.
Basis of consolidation
On 2 July 2012, the Company became the legal parent of Revolymer (U.K.) Limited in a share for
share transaction. Taking into account: the relative value of the companies, that the former
Revolymer (U.K.) Limited shareholders became the shareholders of Revolymer plc, and that the
Company’s continuing operations and executive management were those of Revolymer (U.K.)
Limited, the substance of the combination was that Revolymer (U.K.) Limited acquired Revolymer
plc in a common control combination.
Under the requirements of the Companies Act 2006, it would normally be necessary for the
Company’s consolidated accounts to follow the legal form of the business combination. In that
case the pre-combination results would be those of Revolymer plc and its subsidiary undertakings,
which would exclude Revolymer (U.K.) Limited. Revolymer (U.K.) Limited would then be brought into
the Group from 2 July 2012. However, this would portray the combination as an acquisition of
Revolymer (U.K.) Limited by Revolymer plc and would, in the opinion of the Directors, fail to give a
true and fair view of the substance of the business combination. Accordingly, the Directors have
adopted common control combination accounting as the basis of consolidation in order to give a
true and fair view. 
Robin Cridland
Chief Financial Ofﬁcer and Company Secretary 
Financial review (continued) Employees
Revolymer places considerable value on the involvement of its employees. It is committed to
developing policies that encourage all employees to achieve their potential and to contribute to
the success of the Company. Revolymer operates an approved share option scheme to ensure
that eligible employees are able to share in the future success of the Company and have a sense
of ownership. Revolymer’s human resources strategy is focused on providing a positive
organisational culture and is guided by the Company’s core objectives.
Organisational planning
Revolymer regularly reviews its organisational structure and reporting relationships in order to
maximise their effectiveness. Revolymer continues to employ a balance of junior and more
experienced, senior staff, recruited predominantly from the polymer, other chemicals or technology
industries, to support its product programmes. 
Recruitment and retention
Revolymer has a deﬁned policy for the recruitment of any new or replacement staff, the
employment of which must be agreed and signed off by the Chief Financial Ofﬁcer and Chief
Executive Ofﬁcer.
Revolymer is committed to achieving equal opportunities in employment and to ensuring that
performance is assessed on an individual’s capabilities and demonstrated results. Full and fair
consideration is given to applications for employment made by all persons, having regard to their
particular aptitude and abilities. The Company seeks where practicable to identify a diverse pool
of applicants.
Revolymer currently only reports data on the distribution of its workforce by gender. As at
31 December 2012 this split was 31% female and 69% male.
Training and development
Revolymer considers continuous learning to be one of its core Company values and training is a
key constituent of the employee appraisal system. Through the ongoing development and training
of our employees we look to ensure that our workforce is ready to address the challenges ahead.
We assess talent regularly across the business in order to better understand our organisational
strengths and knowledge gaps.
Revolymer looks to ensure that managers have the skills to foster a culture of creativity, openness
and rigour, focused around good practice standards and quality. 
Reward and recognition
Through a variety of reward and recognition mechanisms, Revolymer has developed a
performance-driven culture that seeks to attract, retain and motivate its employees. We use a
combination of approaches to reward good performance, which include consolidated salary
awards, an annual bonus and equity based incentives, as well as simple individual recognition.
Employee performance is assessed at least once a year and is measured against individual and
team objectives, which are set with reference to Revolymer’s overall corporate objectives. 
Communication
The Company recognises the value of communication in motivating employees and managing the
business. Revolymer looks to encourage the exchange of views and information between
11
Corporate social responsibility statement 12
employees and the Company. Email is used extensively both to communicate Company matters
to employees and to elicit questions, feedback and requests. We aim to maintain a policy of
accessibility of senior management to all employees.
We also engage our employees through regular updates and timely communication of Company
news, periodic employee meetings and educational sessions on various aspects of our science,
technology and business.
Health and safety
The health and safety of employees and those who work with us remains a top priority for
Revolymer. A key objective for the health and safety function is the continuation and development
of health and safety procedures and systems which, this year, saw the implementation of policies
on, for example, Driving for Work. The Company has maintained an excellent safety record that
can be attributed to a proactive approach to accident prevention encouraging people to report
safety issues openly and to implement measures beyond legal minimum requirements. Revolymer’s
Health and Safety Ofﬁcer has direct access to the CEO, who is the Board member charged with
leading on health and safety matters. Revolymer’s Health and Safety Ofﬁcer produces an annual
Revolymer Health and Safety Review Report and attends a senior management meeting to present
the report, answer questions, raise concerns and discuss any health and safety issues with the
management team. The CEO reports on health and safety matters to the Board periodically.
Environment
Revolymer continues to explore ways to minimise its impact on the environment. A large amount of
our energy usage is attributed to the management of the air-handling, heating and lighting of our
laboratories and ofﬁces. Through the careful monitoring of energy consumption we have been
able to highlight areas of improvement so that valuable resources can be conserved. LED tubes
are being progressively installed to conserve energy. Infrastructure changes have also allowed us
to explore ways of segregating various waste streams providing more opportunities for recycling.
Paper, toner cartridges, IT equipment and laboratory equipment are recycled. We have chosen a
local waste carrier who line picks other commercial waste thereby achieving recycling rates in
excess of 80%. Telephone conferencing facilities have been introduced to reduce travel to external
meetings. In order to relieve pressure on corporate parking, trafﬁc congestion and to encourage a
healthier workforce, Revolymer has taken advantage of the Green Transport Plan introduced by
government which aims to make cycling more attractive and accessible by introducing a “Ride to
Work” scheme which all employees are eligible to participate in.
The CEO is responsible to the Board for environmental matters and there is an annual Board review
of environmental issues.
Political and charitable donations
Revolymer’s policy is that it does not donate money, services or facilities to political parties.
However, Revolymer may campaign for, or against, proposed changes in legislation or regulations
that might affect its business or the environment within which it operates. Ofﬁcers or employees,
with Board approval, may participate in government advisory committees, regulatory advisory
committees or non-government organisations that are relevant to the business. No political
donations were made during the current or prior ﬁnancial years.
The Company encourages employee involvement in charitable causes either as individuals or in
groups. This year our employees have supported Breast Cancer Campaign through taking part in
the “Wear it Pink” event. Many male members of staff also raised funds for Prostate Cancer UK
during “Movember”. However, no charitable donations were made directly by Revolymer during
the current or prior ﬁnancial years.
Corporate social responsibility statement (continued) John (Jack) Michael Keenan (aged 76) – Non-executive Chairman
Jack joined the Board on 2 July 2012 but has been a Non-executive Director of
Revolymer (U.K.) Limited since January 2008. Jack is the Chairman of the Company
and has extensive industry and capital markets experience, having been
Chairman and CEO of Kraft Foods International and CEO of the business that is
now Diageo Plc. He has served as an Executive Director on the Diageo and Moet
Hennessy Boards, and as a Non-executive Director on the Boards of Marks &
Spencer Plc, Tomkins Plc, The Body Shop International and General Mills, Inc. The
principal clients of his current consulting business, Grand Cru Consulting, are
Oaktree Capital Management, where he is a senior advisor, and the Stock Spirits Group SARL,
which he chairs. Jack is a Director of National Angels Ltd, a theatre production company that has
produced History Boys and War Horse in the West End together with the National Theatre. Jack has
been patron of the Centre for International Business and Management at Judge Business School for
eight years. He graduated from Tufts University with honours and has an MBA from Harvard. He is a
resident of the United Kingdom.
Dr Roger Bruce Pettman (aged 57) – Chief Executive Ofﬁcer
Roger joined the Board at its incorporation on 10 April 2012 and was the founder of
Revolymer (U.K) Limited in October 2005. He is the CEO of the Company and was
previously co-founder of ChiRex, a contract manufacturing organization in the
chemical and pharmaceutical industry that executed an IPO out of its parent
business Sepracor in 1996. When acquired by Rhodia in 2000, ChiRex had
approximately $150 million in revenues from more than 75 customers and had
620 employees in four facilities globally. Roger subsequently held senior positions
with Rhodia and Bayer before co-founding InnoTune LLC, which specialised in the
corporate and strategic turnaround of biotechnology companies. Roger has a BSc and PhD in
Chemistry from Shefﬁeld University and was a NATO Postdoctoral Fellow at Stanford University.
Robin (Rob) James Scott Cridland (aged 45) – Chief Financial Ofﬁcer
Rob joined the Board at its incorporation on 10 April 2012. He is Chief Financial
Ofﬁcer and Company Secretary and joined Revolymer (U.K.) Limited in September
2008 from Renovo Group plc where he spent seven years as Executive Director of
Finance and Business Development. He was part of the Renovo management
team that successfully took the company from a start-up organisation through to
IPO on the Ofﬁcial List in London, and executed a signiﬁcant licence of its lead
drug to, and equity investment by, the Shire pharmaceuticals group. He began his
career at Coopers & Lybrand Deloitte, before moving on to senior transactional
roles at Enskilda Securities and senior ﬁnance and transactional roles at GlaxoWellcome and
GlaxoSmithKline. Rob has an MA from the University of Oxford and is a Fellow of the Institute of
Chartered Accountants in England and Wales.
Julian Spenser Heslop (aged 59) – Independent Non-Executive
Director
Julian agreed to join the Board upon Admission on 10 July 2012. Julian served as
Chief Financial Ofﬁcer of GlaxoSmithKline plc (“GSK”) between April 2005 and
March 2011 where he was responsible for activities such as ﬁnancial reporting and
control, tax and treasury, ﬁnance systems and insurance. He was also Chairman of
ViiV Healthcare Limited until March 2011. He served as Senior Vice President,
Operations Controller of GSK between January 2001 and March 2005 and as
Financial Controller of Glaxo Wellcome plc from April 1998 to December 2000. Prior to this, Julian
had senior ﬁnance roles at Grand Metropolitan plc and Imperial Brewing and Leisure. He is a Fellow
of the Institute of Chartered Accountants in England and Wales.
13
Board of directors 14
Michael (Mike) Charles Nettleton Townend (aged 50) –
Non-executive Director
Mike joined the Board on 2 July 2012 and has been the representative of IP2IPO
Services Limited, which has been the corporate director of Revolymer (U.K.) Limited
since February 2006. He has 17 years’ experience in all aspects of equity capital
markets and the investment processes. He is currently Chief Investment Ofﬁcer of IP
Group plc, having previously served as Head of Capital Markets for four years. Mike
joined IP Group plc from Lehman Brothers where he was Managing Director of
European Equities and Head of Equity Sales to Hedge Funds. Mike was also a key member of the
senior relationship management program. Prior to this, he was an Executive Director at Donaldson,
Lufkin and Jenrette with responsibility for building the Bank’s business with hedge funds and
alternatives. Mike has sourced, co-led or led numerous private and public transactions. Mike is the
IP Group plc representative on the Boards of Modern Water plc and Evocutis plc and also a non-
executive director of Green Urban Transport Ltd.
Robert Milton Frost (aged 45) – Non-executive Director
Robert joined the Board on 2 July 2012. Robert is a senior advisor to Naxos UK and
prior to joining Naxos, he was a Managing Director in charge of the London ofﬁce
of Allianz Capital Partners GmbH and instrumental in the development of its private
equity, mezzanine and infrastructure activities. Prior to this, Robert was part of the
founding team of Nikko Principal Investments Limited and was part of the original
Nomura Principal Finance Group. Robert has an MBA from the London Business
School, more than 17 years of private equity experience and has Board level
responsibility with several companies internationally.
Dr Bryan Crawford Dobson (aged 60) – Non-executive Director
Bryan joined the Board on 13 September 2012 and has 33 years’ experience in the
chemicals industry; 28 years with ICI and 5 years with Croda, and was most
recently President Global Operations for Croda International. He was a member of
the executive management teams in Croda and in a number of large speciality
chemicals businesses in ICI, and has extensive management experience running
regional and global business units in the UK, US, Belgium and The Netherlands. He
also has expertise in developing new business in the speciality chemicals sectors;
extensive functional experience in R&D and operations, and signiﬁcant M&A
experience. He is also currently a director of The Newcastle upon Tyne Hospitals NHS Foundation
Trust and Durham Graphene Science Ltd.
Board of directors (continued) The Directors present their report and audited ﬁnancial statements of Revolymer plc for the period
from incorporation on 10 April 2012 to 31 December 2012. However, the Directors have adopted
common control combination accounting as the basis of consolidation in order to give a true and
fair view, and so the results of Revolymer (U.K.) Limited are consolidated for the whole year.
Principal activity and business review
Revolymer is a technology company that designs, develops and formulates novel polymers to
improve the performance of existing products within the fast moving consumer goods (FMCG) and
other industrial markets. Revolymer aims to generate growing high quality revenue streams by
licensing its unique technologies to manufacturers and marketers within these markets. Potential
applications for the business’s technology are in the household products, personal care and
coatings & adhesives product areas, and in medicated chewing gum (including nicotine gum)
and confectionery chewing gum.
The Company was incorporated on 10 April 2012 under the name Revolymer (U.K.) plc. The name
was changed to Revolymer plc on 2 July 2012. The Company was admitted to AIM, a market
operated by the London Stock Exchange and trading in the Company’s shares commenced on
10 July 2012. Share capital details can be found in note 21.
Further information on the Group’s operational and ﬁnancial performance during the period is
detailed in the Chief Executive Ofﬁcer’s Review and Financial Review on pages 6 to 10.
Given the stage of development of the business, the Group’s current key performance indicator is
the level of cash held, and at 31 December 2012 this was £21.9 million (2011: £3.1 million).
The potential risks and uncertainties affecting the Group and the policies and procedures to
mitigate these are summarised in the Corporate Governance statement which forms part of this
report.
Dividends
As stated in our AIM admission document, Revolymer is seeking primarily to achieve capital growth
for its shareholders. Its intention is to retain future distributable proﬁts, if any, and therefore does not
anticipate paying any dividends in the foreseeable future.
The Directors therefore do not recommend payment of a dividend.
Charitable and Political donations
No contributions were made to charities or political organisations during the period.
Directors
The Directors of the Company at 31 December 2012 were:
Mr John Keenan (Chairman) – appointed 2 July 2012
Dr Roger Pettman (Chief Executive Ofﬁcer) – appointed 10 April 2012
Mr Robin Cridland (Chief Financial Ofﬁcer and Company Secretary) – appointed 10 April 2012
Dr Bryan Dobson (Non-executive) – appointed 13 September 2012
Mr Robert Frost (Non-executive) – appointed 2 July 2012
Mr Julian Heslop (Non-executive) – appointed 10 July 2012
Mr Michael Townend (Non-executive) – appointed 2 July 2012
15
Directors’ report 16
As all Directors are subject to election by shareholders at the ﬁrst opportunity following their
appointment, all of the above will stand for re-election at the 2013 Annual General Meeting.
Biographical details of all the Directors are given on pages 13 and 14.
The interests of the Directors at 31 December 2012 in the share capital of the Company are
disclosed in the Directors’ Remuneration Report on pages 23 to 29.
Employees
Further details on employees, health and safety, environmental matters and corporate social
responsibility are contained in the Corporate Social Responsibility Statement on pages 11 and 12.
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and the ﬁnancial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare ﬁnancial statements for each ﬁnancial year. The
Directors are required by the IAS Regulation to prepare the Group ﬁnancial statements under
International Financial Reporting Standards (IFRSs) as adopted by the European Union and have
also elected to prepare the parent company ﬁnancial statements in accordance with IFRSs as
adopted by the European Union. 
Under company law the Directors must not approve accounts unless they are satisﬁed that they
give a true and fair view of the state of affairs of the Company for that period. In preparing the
ﬁnancial statements, IAS 1 requires that the Directors:
• properly select and apply accounting policies; 
• present information, including accounting policies, in a manner that provides relevant,
reliable, comparable and understandable information; 
• provide additional disclosures when compliance with the speciﬁc requirements in IFRSs is
insufﬁcient to enable users to understand the impact of particular transactions, other events
and conditions on the entity’s ﬁnancial position and ﬁnancial performance; and 
• make an assessment of the Company’s ability to continue as a going concern.
The Directors are responsible for keeping proper accounting records that disclose with reasonable
accuracy at any time the ﬁnancial position of the Company and enable them to ensure that the
ﬁnancial statements comply with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and ﬁnancial
information included on the Company’s website. Legislation in the UK governing the preparation
and dissemination of ﬁnancial statements may differ from legislation in other jurisdictions.
Directors’ report (continued) Directors’ responsibility statement
We conﬁrm to the best of our knowledge that:
• the ﬁnancial statements, prepared in accordance with IFRSs as adopted by the European
Union, give a true and fair view of the assets, liabilities, ﬁnancial position and proﬁt or loss of
the Company and the undertakings included in the consolidation taken as a whole; and 
• the management report, which is incorporated into the Directors’ Report, includes a fair
review of the development and performance of the business and the position of the
Company and the undertakings included in the consolidation taken as a whole, together
with a description of the principal risks and uncertainties they face.
Directors’ indemnity
Revolymer has purchased insurance to cover the Directors, ofﬁcers and employees of Revolymer
plc and its subsidiaries against defence costs and civil damages awarded following an action
brought against them in their personal capacity whilst carrying out their professional duties for the
Group.
Post balance sheet events
On 9 January 2013 the Company granted share options to Executive Directors under the Revolymer
plc LTIP scheme. Full details are disclosed in the Directors’ Remuneration Report on pages 23 to 29.
On 29 January 2013, the Company received notiﬁcation from Fertin Pharma A/S and Gumlink A/S
of the commencement of patent infringement proceedings against the Company in connection
with the sale of its nicotine gum in Canada. Following professional advice, management considers
at this stage that there are strong grounds for rebutting this action. Revolymer accordingly intends
to defend vigorously the Company’s position.
Substantial shareholdings
In addition to the Directors’ interests as disclosed on page 28, as at 5 March 2013 the Company
had been notiﬁed of the following shareholdings amounting to 3% or more of the ordinary share
capital of the Company:
Institution                                                                                                              Shares held      % holding
Invesco Limited                                                                                                      16,049,000            29.8%
IP2IPO Limited
1
                                                                                                          5,612,230            10.4%
Swarraton Partners
2
                                                                                                  4,953,900              9.2%
Naxos Capital Partners SCA Sicar                                                                          3,072,980              5.7%
IP Venture Fund
3
                                                                                                        2,773,350              5.2%
Lehman Brothers International (Europe) Limited                                                  1,620,300              3.0%
1. IP2IPO Limited is a wholly owned subsidiary of IP Group plc.
2. Comprised of Swarraton Partners LLP and Swarraton Partners (Nominees) Limited.
3. IP Venture Fund is a fund managed by Top Technology Venture Limited (a subsidiary of IP Group plc).
The percentage interest has been calculated on the total voting rights of 53,838,700, being the
Company’s issued share capital on 5 March 2013. No other person has reported an interest in the
ordinary shares of the Company required to be notiﬁed to the Company.
17 18
Creditor payment policy
The Company and its subsidiaries agree the terms of payment when negotiating the terms and
conditions for their transactions with suppliers. Payment is made in compliance with those terms,
subject to the terms and conditions of the relevant transaction having been met by the supplier.
The Group’s average creditor payment period at 31 December 2012 was 30 days (2011: 39 days).
Going concern
The Directors conﬁrm that they have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future, based on its anticipated
annual outﬂow of funds and current cash position. Accordingly, they have continued to adopt the
going concern basis in preparing the ﬁnancial statements. Further detail is given in note 2 to the
ﬁnancial statements.
Information given to the auditor
Each of the persons who is a Director at the date of approval of this Annual Report conﬁrms that:
• so far as the Director is aware, there is no relevant audit information of which the Company’s
auditor is unaware; and 
• the Director has taken all the steps that he/she ought to have taken as a Director in order to
make himself aware of any relevant audit information and to establish that the Company’s
auditor is aware of that information. 
This conﬁrmation is given and should be interpreted in accordance with the provisions of Section
418 of the Companies Act 2006.
Auditor
Ernst & Young LLP have expressed their willingness to continue in ofﬁce as auditor. A resolution
concerning their re-appointment will be proposed at the Annual General Meeting.
By order of the Board
Robin Cridland
Chief Financial Ofﬁcer and Company Secretary
13 March 2013
Directors’ report (continued) The Directors recognise the importance of, and are committed to, high standards of corporate
governance. Although compliance with the UK Corporate Governance Code is not compulsory for
AIM companies, the Directors apply the principles as they consider appropriate to a group of
Revolymer’s size, taking into account the recommendations contained in the QCA Guidelines.
The Board was enhanced by the appointment of Julian Heslop as an additional Non-executive
Director with effect from Admission. Immediately following Admission, the Board comprised six
directors, two executives and four non-executives, and reﬂected a blend of different experience
and backgrounds. The roles of Chairman (which is a non-executive position) and Chief Executive
have been split by the Board and there is a clear division of responsibility between the two. The
Board was pleased to announce that on 13 September 2012 Dr Bryan Dobson was appointed as a
further independent Non-executive Director. Bryan has strong and relevant technical and
commercial experience with which to help contribute towards the development of Revolymer and
he now chairs the Remuneration Committee. The Board considers Jack Keenan, Julian Heslop and
Bryan Dobson to be independent in character and judgement, notwithstanding Jack Keenan’s
shareholding in the Group, and share options (all of which were granted prior to Admission).
The Company has established an Audit Committee that comprises Jack Keenan, Robert Frost and
Julian Heslop. Julian Heslop is the Chairman of the Committee. The Audit Committee is required to
meet at least twice a year and is responsible for reviewing the integrity of the ﬁnancial statements
of the Group, the Group’s compliance with legal and regulatory requirements, and the adequacy
and effectiveness of the Group’s internal ﬁnancial controls and risk management processes
including the extent to which internal audit review is required. It also reviews the external auditors’
performance and independence and makes recommendations to the Board on the appointment
of the auditors. Between Admission and 31 December 2012, the Audit Committee met twice, during
which meetings it approved a new treasury policy, it oversaw the preparation of the interim
announcement to 30 June 2012, it approved the Group’s accounting policies and it oversaw 2012
full year audit preparations. Between 31 December 2012 and the date of this report, the Audit
Committee has met on two further occasions when it approved a business risk assessment and
mitigation policy (and has overseen a review of such risks and mitigating steps by management), it
approved the 2013 budget, it reviewed and approved the Group’s internal ﬁnancial controls and it
reviewed and approved the 2012 Annual Report and associated preliminary announcement. It has
also speciﬁcally reviewed and conﬁrmed the independence of the auditors. A high level summary
of the key business risks facing the Group, and the management actions that currently mitigate
them to an acceptable level, is provided below.
19
Corporate governance 20
The Company has established a Remuneration Committee that comprises Jack Keenan, Bryan
Dobson and Julian Heslop. Jack Keenan was the initial Chairman of the Committee and Bryan
Dobson took on this role at his appointment in September. The Committee is required to meet at
least twice a year and is responsible for determining and reviewing with the Board the policy for the
remuneration of the Executive Directors and such other members of the executive management as
it is designated to consider. Within the terms of the agreed policy, it determines the total individual
remuneration of the Executive Directors. The Committee also approves the design of, and
determines targets for, any performance related pay schemes, reviews the design of any share
incentive plans, determines the awards to the Executive Directors and sets the policy for, and
scope of, pension arrangements for each executive director. Between Admission and
31 December 2012 the Remuneration Committee met twice, during which meetings it designed
and set an overall remuneration framework for the management team and employees comprised
of annual salary, annual cash bonus and share based incentive, incorporating the underlying
principle that each component of remuneration is designed to reward employees for different and
distinct contributions that do not overlap. The Remuneration Committee also composed
performance awards in respect of 2012 for the Executive Directors and a pool for rewarding other
employees (allocated by the Executive Directors), and set forward looking incentives for 2013.
Finally, the Company has established a Nominations Committee that comprises Jack Keenan and
Julian Heslop. Jack Keenan is the Chairman of the Committee. The Committee is required to meet
at least once a year and is responsible for reviewing the structure, size and composition of the
Board and recommending to the Board any changes required, for succession planning and for
identifying and nominating for approval of the Board candidates to ﬁll vacancies as and when
they arise. The Committee is also responsible for reviewing the results of the Board performance
evaluation process, making recommendations to the Board concerning suitable candidates for the
role of senior independent director and the membership of the Board’s Committees, and the
BUSINESS RISK MITIGATING MANAGEMENT ACTIONS
COMMERCIAL – risk that management are
unable to execute sufﬁcient licences (or
equivalent transactions) to deliver the Group’s
business plan
A portfolio of projects is run in parallel to reduce
the dependence of the business on success in a
single product development programme.
Projects are managed using a systematic,
ongoing review process involving technical,
commercial and other relevant in-house
functions to monitor continued commercial
viability
INTELLECTUAL PROPERTY – risk that Group
inventions are not effectively protected, or that
third party intellectual property is infringed
A detailed intellectual property policy and set
of procedures is operated with dedicated in-
house resource as well as the support of
external expert patent and trade mark advisers
FINANCIAL – risk that there are insufﬁcient
ﬁnancial resources to deliver the Group’s
business plan
An appropriate system of internal ﬁnancial
controls is operated to manage the
deployment of the signiﬁcant cash resources on
hand following the IPO, which provide a
signiﬁcant funded “runway”
PRODUCTS – risk that faulty or deteriorating
products harm consumers
An in-house regulatory and quality assurance
function with dedicated and appropriately
skilled resource has responsibility for all aspects
of product safety, supported as required by
external expert advisers. Appropriate insurances
are maintained and regularly monitored for
suitability
Corporate governance (continued) re-election of Directors at the annual general meeting. Between Admission and 31 December 2012
the Nomination Committee met once in order to conﬁrm the appointment of Bryan Dobson.
The Board will comply with Rule 21 of the AIM Rules relating to Directors’ dealings and will also take
all reasonable steps to ensure compliance with that rule by the Group’s applicable employees. The
Company has adopted a code on dealing in securities of the Company and will take all
reasonable steps to ensure compliance by the Directors and relevant employees. The Board will
hold regular meetings at which ﬁnancial and other reports will be considered and, where
appropriate, voted on.
The Board annually reviews the effectiveness of the historic combination of Chief Financial Ofﬁcer
and Company Secretary into one appointment. In view of the current size of both the Board and
the Company, the Board believes that it is well served by the advice received in company
secretarial matters by using:
• Mr Robin Cridland (CFO) who has acted as a Company Secretary to public limited
companies during the past 7 years;
• the Company’s counsel (Maclay Murray & Spens LLP);
• The Company’s broker and ﬁnancial advisor (Panmure Gordon (UK) Limited);
• the Company’s registrars (Capita Registrars Limited); and
• the Audit Committee to oversee risk management.
Conﬂicts of interest
During the year no Director notiﬁed the Board of any conﬂicts of interest.
Relations with shareholders
Revolymer attaches a high priority to effective communication with both private and institutional
shareholders. The AGM is the principal forum for dialogue with private shareholders. A business
presentation is made at the AGM and there is an opportunity for shareholders to put questions to
the Directors. Revolymer aims to maintain regular contact with institutional shareholders through a
programme of one to one visits, group meetings and brieﬁngs scheduled around signiﬁcant
commercial developments in the business.
Financial risk factors
The Group’s relatively simple structure, principally operating in the UK, and the lack of debt
ﬁnancing, reduces the range of ﬁnancial risks to which it is exposed. Monitoring of ﬁnancial risk is
part of the Board’s ongoing risk management process, the effectiveness of which is reviewed
annually. The Group’s agreed policies are implemented by the Chief Financial Ofﬁcer, who submits
ﬁnancial reports at each Board meeting. The Group has not, to date, used derivative transactions
and it is the Group’s policy not to undertake any trading in ﬁnancial instruments.
Interest rate risk
The Group does not have any committed borrowing facilities as its cash balances are sufﬁcient to
ﬁnance its current operations. Consequently, there is no material exposure to interest rate risk.
21 22
Credit risks
The Group’s treasury policy is to place funds in short term deposits with a panel of UK ﬁnancial
institutions rated at least F1/A1/P1 (or equivalent ratings) up to pre-agreed limits.
Cash ﬂow and liquidity risk
The Group presently relies on its invested funds rather than trading receipts to meet its
commitments. The maturity proﬁle of its investments is structured to ensure that sufﬁcient liquid funds
are available to meet current operating requirements, in line with its treasury policy. The Directors
do not consider that there is presently a material cash ﬂow or liquidity risk.
Corporate governance (continued) Introduction
This report has been prepared in accordance with the requirements of Schedule 2 Part 1 to the
Companies Act 2006 (“the Schedule”) and, although compliance by the Company is not currently
required, it is also drafted to meet the requirements of the Listing Rules of the Financial Services
Authority, and describes how the Board has applied the Principles of Good Governance relating to
Directors’ Remuneration. In accordance with Section 439 of the Companies Act 2006 (“the Act”),
a resolution to approve the report will be proposed at the Annual General Meeting of the
Company at which the ﬁnancial statements are to be approved.
Terms of Reference
Membership
The Remuneration Committee (the “Committee”) shall comprise at least two members, both of
whom shall be independent Non-executive Directors. The Chairman of the Board may also serve
on the Committee as an additional member if he or she was considered independent on
appointment as Chairman. Members of the Committee shall be appointed by the Board, on the
recommendation of the Nomination Committee and in consultation with the chairman of the
Committee. Only members of the Committee have the right to attend Committee meetings.
However, other individuals such as the Chief Executive Ofﬁcer, the Chief Financial Ofﬁcer and
external advisers may be invited to attend for all or part of any meeting as and when appropriate
and necessary. Appointments to the Committee are made by the Board and shall be for a period
of up to three years, which may be extended for further periods of up to three years, provided the
Director still meets the criteria for membership of the Committee. The Board shall appoint the
Committee chairman who shall be an independent Non-executive Director. In the absence of the
Committee chairman and/or an appointed deputy, the remaining members present shall elect
one of themselves to chair the meeting who would qualify under the terms of reference to be
appointed to that position by the Board. The Chairman of the Board shall not be chairman of the
Committee.
Secretary
The Company Secretary or his or her nominee shall act as the secretary of the Committee.
Quorum
The quorum necessary for the transaction of business shall be two. A duly convened meeting of the
Committee at which a quorum is present shall be competent to exercise all or any of the
authorities, powers and discretions vested in or exercisable by the Committee.
Meetings
The Committee shall meet at least twice a year and otherwise as required.
Notice of Meetings
Meetings of the Committee shall be called by the secretary of the Committee at the request of the
Committee chairman. Unless otherwise agreed, notice of each meeting conﬁrming the venue,
time and date, together with an agenda of items to be discussed, shall be forwarded to each
member of the Committee, any other person required to attend and all other Non-executive
Directors, no later than ﬁve working days before the date of the meeting. Supporting papers shall
be sent to Committee members and to other attendees, as appropriate, at the same time.
23
Directors’ remuneration report 24
Minutes of Meetings
The secretary shall minute the proceedings and resolutions of all Committee meetings, including
the names of those present and in attendance. Draft minutes of Committee meetings shall be
circulated promptly to all members of the Committee. Once approved, minutes should be
circulated to all other members of the Board unless it would be inappropriate to do so.
Annual General Meeting
The Committee chairman shall attend the Annual General Meeting to answer any shareholder
questions on the Committee’s activities.
Duties
The Committee should carry out the duties below for the Company, major subsidiary undertakings
and the Group as a whole, as appropriate.
The Committee shall:
• determine and agree with the Board the framework or broad policy for the remuneration of
the Company’s Chief Executive Ofﬁcer, Chairman, the Executive Directors, the Company
Secretary and such other members of the executive management as it is designated to
consider. The remuneration of Non-executive Directors shall be a matter for the Chairman and
the executive members of the Board. No Director or manager shall be involved in any
decisions as to their own remuneration;
• in determining such policy, take into account all factors which it deems necessary including
relevant legal and regulatory requirements, the provisions and recommendations of the UK
Corporate Governance Code and associated guidance. The objective of such policy shall be
to ensure that members of the executive management of the Company are provided with
appropriate incentives to encourage enhanced performance and are, in a fair and
responsible manner, rewarded for their individual contributions to the success of the Company;
• when setting remuneration policy for Directors, review and have regard to the remuneration
trends across the Company or Group;
• review the ongoing appropriateness and relevance of the remuneration policy;
• within the terms of the agreed policy and in consultation with the Chairman and/or Chief
Executive Ofﬁcer, as appropriate, determine the total individual remuneration package of the
Chairman, each Executive Director, Company Secretary and other designated senior
executives including bonuses, incentive payments and share options or other share awards;
• obtain reliable, up-to-date information about remuneration in other companies. To help it fulﬁl
its obligations the Committee shall have full authority to appoint remuneration consultants and
to commission or purchase any reports, surveys or information which it deems necessary, within
any budgetary constraints imposed by the Board;
• be exclusively responsible for establishing the selection criteria, and selecting, appointing and
setting the terms of reference for any remuneration consultants who advise the Committee;
• approve the design of, and determine targets for, any performance related pay schemes
operated by the Company and approve the total annual payments made under such
schemes;
Directors’ remuneration report (continued) • review the design of all share incentive plans for approval by the Board and shareholders. For
any such plans, determine each year whether awards will be made, and if so, the overall
amount of such awards, the individual awards to Executive Directors, Company Secretary and
other designated senior executives and the performance targets to be used;
• determine the policy for, and scope of, pension arrangements for each Executive Director and
other designated senior executives;
• ensure that contractual terms on termination, and any payments made, are fair to the
individual, and the Company, that failure is not rewarded and that the duty to mitigate loss is
fully recognised;
• oversee any major changes in employee beneﬁts structures throughout the Company or
Group; and
• agree the policy for authorising claims for expenses from the Directors.
Reporting Responsibilities
The Committee chairman shall report to the Board on its proceedings after each meeting on all
matters within its duties and responsibilities. The Committee shall make whatever recommendations
to the Board it deems appropriate on any area within its remit where action or improvement is
needed. The Committee shall produce a report of the Company’s remuneration policy and
practices to be included in the Company’s annual report and ensure each year that it is put to
shareholders for approval at the annual general meeting.
Other Matters
The Committee shall:
• have access to sufﬁcient resources in order to carry out its duties, including access to the
Company Secretary for assistance as required;
• be provided with appropriate and timely training, both in the form of an induction programme
for new members and on an ongoing basis for all members;
• give due consideration to laws and regulations, the provisions of the Act and the requirements
of any other applicable rules, as appropriate; and
• arrange for periodic reviews of its own performance and, at least annually, review its
constitution and terms of reference to ensure it is operating at maximum effectiveness and
recommend any changes it considers necessary to the Board for approval.
Authority
The Committee is authorised by the Board to obtain, at the Company’s expense, outside legal or
other professional advice on any matters within its terms of reference and budgetary constraints set
by the Board.
Remuneration policy
The Company’s remuneration policy is designed to incorporate the following philosophy:
• The objective of remuneration should be to incentivise all staff to deliver a level of
performance leading to an increase in the value of the Company.
25 26
• The scheme should be simple, clear and well-communicated and objectives should align staff
performance.
• The scheme should apply to all staff.
• Senior management packages should be established by external benchmarking.
• Staff packages should be based on an assessment of competitive remuneration (internal
assessment).
• A key factor will be to ensure that no-one is being rewarded more than once for the same
achievement.
Components of Remuneration
The components of remuneration are as follows:
Base salary
For Executive Directors, senior management and staff there is no automatic annual increase. The
Remuneration Committee will consider an annual increase in line with corporate and personal
performance and may factor in inﬂation (CPI). For 2013, the base salary for the Executive Directors
has been externally benchmarked as follows:
        Dr Roger Pettman £200,000
        Mr Robin Cridland £180,000
Annual Incentive
The annual bonus plan is based for all staff on a limited number of challenging corporate
objectives which directly contribute to an increase in the value of the Company. For 2013, the
target bonus levels for Executive Directors on meeting all of these objectives are:
        Dr Roger Pettman 100% of base salary
        Mr Robin Cridland 80% of base salary
50%, 75% or 100% of these incentives are payable upon achievement of corporate milestones
established by the Board. The Committee considers that the performance metrics underpinning the
annual incentive are in line with shareholders’ expectations. The performance targets are set
annually to ensure that they remain sufﬁciently stretching.
Pension contributions and other beneﬁts
Pension contributions amounting to 10% of base salary of the Executive Directors are made into
money purchase pension schemes. Staff are entitled to join the Company contributory money
purchase scheme once they have successfully completed their probationary period.
Executive Directors are entitled to other beneﬁts in accordance with their service contract
(e.g. private medical insurance).
Long-term Incentive Plan (LTIP)
The LTIP comprises an annual grant of performance shares to Executive Directors and senior
management under the Revolymer plc Long Term Incentive Plan. The vesting period will be three
years and the vesting criteria are currently based on increasing shareholder value.
The grant for 2013 to Executive Directors was made on 9 January 2013 as reported below and is
based on 100% of base salary taking into account the then current market price of the ordinary
shares of 71p.
Directors’ remuneration report (continued) Employee Incentive Plan
All other eligible staff may receive annual awards also under the Revolymer plc Long Term
Incentive Plan. However, such awards will either be approved EMI or unapproved market value
share options as determined by the Committee and with vesting periods in line with those set for
the LTIP awards (i.e. three years). The grant for 2013 was made on 9 January 2013 with an exercise
price of the then current market price of the ordinary shares of 71p and with no vesting criteria.
Service contracts
The Executive Directors both entered into new service contracts with the Company on 4 July 2012
effective from Admission. The contracts provide for a notice period of 12 months by either party.
Non-executive Directors
The Non-executive Directors have service contracts providing for a three year term (from the date
of Admission) with an expectation that they will be available to serve at least one further term. The
fees of the Chairman and Non-executive Directors are reviewed annually by the Executive
Directors and Chairman and recommendations are brought to the Board. The Chairman is not
involved in the determination of his own fee levels. The Non-executive Directors are not eligible to
participate in future annual incentive plans, long term incentive plans or pension arrangements.
However, Mr John Keenan holds share options granted prior to Admission when he served on the
Board of Revolymer (U.K.) Limited. His interest is disclosed below. 
The Company’s Articles of Association place a restriction on the aggregate amount payable to
Non-executive Directors to the sum of £500,000.
Directors’ emoluments
Details of individual Director’s emoluments for the year are as follows:
2012 2011
Salary/ Total Total
Fees Bonus Beneﬁts Pension Emoluments Emoluments
Name of Director £££ ££ £
Executive
Dr Roger Pettman 180,000 80,000 158,371 18,000 436,371 291,403
Mr Robin Cridland
(1)
126,000 70,000 14,707 16,800 227,507 –
Non-executive
Mr John Keenan
(2)
––– – – –
Dr Bryan Dobson 11,846 ––– 11,846 –
Mr Robert Frost
(3)
––– – – –
Mr Julian Heslop 19,077 ––– 19,077 –
Mr Michael Townend
(4)
––– – – –
336,923 150,000 173,078 34,800 694,801 291,403
(1) Mr Robin Cridland became a Director on 10 April 2012 and his emoluments reﬂect the period from that date to
31 December 2012.
(2) An amount of £51,064 was paid to Grand Cru Consulting Ltd for the provision of the services of Mr Keenan for the
entire year.
(3) An amount of £7,500 was paid to Naxos Ltd for the services of Mr Frost since his appointment.
(4) An amount of £7,500 was paid to IPGroup plc for the services of Mr Townend since his appointment.
27 28
Directors’ interests
The interests of the Directors in the shares of the Company at 31 December 2012 were as follows:
Number of ordinary shares
The Company – ordinary shares of 1p each 31 December 2012
Mr John Keenan 457,270
Dr Roger Pettman 488,030
Mr Robin Cridland 16,800
Mr Julian Heslop 30,000
Mr Michael Townend 35,940
Directors’ share options
Aggregate emoluments disclosed above do not include any amounts for the value of options to
acquire shares in the Company granted to or held by Directors. No Director exercised any of the
options held during the year.
Details of options over shares in Revolymer plc for Directors who served during the year are as
follows:
Exercise Date from
1 January 31 December Price which
Name Scheme 2012 Granted Exercised 2012 £ exercisable Expiry date
Dr Roger Pettman 2008 408,090 –– 408,090 0.20000 10/07/12 15/02/17
EMI 417,120 –– 417,120 0.26167 10/07/12 02/01/19
2008 – 332,070 – 332,070 nil 10/07/12 23/04/22
EMI – 171,870 – 171,870 nil 10/07/12 29/06/22
2008 – 1,203,090 – 1,203,090 nil 10/07/12 10/07/22
Mr Robin Cridland EMI 417,120 –– 417,120 0.26167 10/07/12 12/11/18
2008 98,970 –– 98,970 0.26167 10/07/12 12/11/18
2008 – 132,840 – 132,840 nil 10/07/12 23/04/22
EMI – 171,870 – 171,870 nil 10/07/12 29/06/22
2008 – 378,120 – 378,120 nil 10/07/12 10/07/22
Mr John Keenan 2008 162,030 –– 162,030 0.25000 10/07/12 02/01/18
2008 96,030 –– 96,030 0.26167 10/07/12 12/11/18
2008 – 66,420 – 66,420 nil 10/07/12 02/04/22
All of the above options were originally granted over the shares of Revolymer (U.K.) Limited. Options
shown as EMI are under an approved HMRC 2008 scheme while those shown as 2008 are under an
unapproved 2008 scheme. As part of the Admission documentation and subsequent share swap
deeds, these options were converted into options over Revolymer plc shares. Each option over 1
ordinary share in Revolymer (U.K) Limited was converted into an option over 30 ordinary shares in
Revolymer plc but at an exercise price of one thirtieth of the original grant.
The market price of the ordinary shares on 31 December 2012 was £0.725 and the range during the
period from 10 July 2012 to 31 December 2012 was £0.725 to £1.035.
The Board have decided that no further share option grants will be made to Non-executive
Directors.
On 9 January 2013 the Remuneration Committee approved awards under the Revolymer plc Long
Term Incentive Plan (LTIP) to Executive Directors. The LTIP was adopted by the Board of Directors of
Revolymer plc on 4 July 2012. 
Directors’ remuneration report (continued) The awards made were:
• To Dr Roger Pettman a nil cost option over 281,690 ordinary shares
• To Mr Robin Cridland a nil cost option over 253,521 ordinary shares
The market price of the ordinary shares on the date of the LTIP grant was £0.71.
The vesting period of these grants is three years and they only become exercisable if challenging
performance conditions are met; namely that 50% of the grant becomes exercisable if the
weighted average ordinary share price in the 30 day period ending on the third anniversary of
grant is £1.25. Between weighted average ordinary share prices of £1.25 and £1.50, vesting shall be
pro-rata and on a straight line basis between 50% and 100%. Below £1.25 the grants are not
exercisable and lapse in full.
The Board also requires the Executive Directors to maintain minimum interests (of at least
400,000 ordinary shares for Roger Pettman and 360,000 ordinary shares for Robin Cridland) before
selling any ordinary shares that are the result of exercise, except that they may sell that number of
ordinary shares that are required to satisfy any income tax and employee’s national insurance
liabilities arising at exercise. This requirement shall not apply on a change of control, or other
transaction with substantially the same effect. 
Dr Bryan Dobson
Chairman of the Remuneration Committee
29 30
We have audited the ﬁnancial statements of Revolymer plc for the year ended 31 December 2012,
which comprise the Consolidated Income Statement, the Consolidated and Parent Company
Balance Sheets, the Consolidated and Parent Company Statements of Changes in Equity, the
Consolidated and Parent Company Cash Flow Statements and the related notes 1 to 25. The
ﬁnancial reporting framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as
regards the Parent Company Financial Statements, as applied in accordance with the provisions of
the Companies Act 2006.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to
the Company’s members those matters we are required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement on pages 16 and 17, the
Directors are responsible for the preparation of the ﬁnancial statements and for being satisﬁed that
they give a true and fair view. Our responsibility is to audit and express an opinion on the ﬁnancial
statements in accordance with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards
for Auditors.
Scope of the audit of the ﬁnancial statements 
An audit involves obtaining evidence about the amounts and disclosures in the ﬁnancial
statements sufﬁcient to give reasonable assurance that the ﬁnancial statements are free from
material misstatement, whether caused by fraud or error. This includes an assessment of: whether
the accounting policies are appropriate to the Group’s and the Parent Company’s circumstances
and have been consistently applied and adequately disclosed; the reasonableness of signiﬁcant
accounting estimates made by the Directors; and the overall presentation of the ﬁnancial
statements. In addition, we read all the ﬁnancial and non ﬁnancial information in the annual report
to identify material inconsistencies with the audited ﬁnancial statements. If we become aware of
any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on ﬁnancial statements
In our opinion:
• the ﬁnancial statements give a true and fair view of the state of the Group’s and of the Parent
Company’s affairs as at 31 December 2012 and of the Group’s loss for the year then ended;
• the Group ﬁnancial statements have been properly prepared in accordance with IFRSs as
adopted by the European Union;
• the Parent Company ﬁnancial statements have been properly prepared in accordance with
IFRSs as adopted by the European Union and as applied in accordance with the provisions of
the Companies Act 2006; and
• the ﬁnancial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
Independent auditor’s report
To the members of Revolymer plc Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the ﬁnancial year for which the
ﬁnancial statements are prepared is consistent with the ﬁnancial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns
adequate for our audit have not been received from branches not visited by us; or
• the Parent Company ﬁnancial statements are not in agreement with the accounting records
and returns; or
• certain disclosures of Directors’ remuneration speciﬁed by law are not made; or
• we have not received all the information and explanations we require for our audit.
Gary Harding (Senior statutory auditor)
for and on behalf of Ernst & Young LLP
Statutory Auditor
Manchester, United Kingdom
13 March 2013
31 32
                                                                                                                                                                                          2012          2011
                                                                                                                                                                      Notes          £’000        £’000
Revenue                                                                                                                                                              4            176            150
Cost of sales                                                                                                                                                                      (782)            (66)
Gross (loss)/proﬁt                                                                                                                                                              (606)            84
Other operating income                                                                                                                                  5            340            505
Administrative expenses                                                                                                                                              (9,858)      (4,521)
Group operating loss                                                                                                                                          6      (10,124)      (3,932)
Finance income                                                                                                                                                  8              50                7
Loss for the year before tax                                                                                                                                        (10,074)      (3,925)
Taxation expense                                                                                                                                              9                –                –
Loss for the year                                                                                                                                                          (10,074)      (3,925)
Basic loss per share                                                                                                                                          10            25.2p        15.1p
Diluted loss per share                                                                                                                                      10            25.2p        15.1p
All results relate wholly to continuing activities.
There were no recognised income and expenses other than the loss for the year and the previous
year. Accordingly a separate consolidated statement of comprehensive income has not been
presented.
Consolidated income statement
For the year ended 31 December 2012                                                                                                                                                                     Group                    Company*
                                                                                                                                                            2012            2011                    2012
                                                                                                                                    Notes            £’000          £’000                    £’000
Non-current assets
Investment in subsidiary undertakings                                                                          11                  –                  –                          –
Property, plant and equipment                                                                                    12              545              739                          –
                                                                                                                                                              545              739                          –
Current assets
Inventories                                                                                                                        13              255              770                          –
Trade and other receivables                                                                                        14              300              441                  22,995
Investments                                                                                                                      15          17,000                  –                          –
Cash and cash equivalents                                                                                          16            4,899          3,083                          –
                                                                                                                                                        22,454          4,294                  22,995
Total assets                                                                                                                                      22,999          5,033                  22,995
Non-current liabilities
Finance lease obligations                                                                                              18              (102)          (156)                          –
Current liabilities
Trade and other payables                                                                                            17          (1,805)          (928)                      (16)
Total liabilities                                                                                                                                  (1,907)        (1,084)                      (16)
Net assets                                                                                                                                        21,092          3,949                  22,979
Equity
Equity share capital                                                                                                        21              538                  –                      538
Equity share premium                                                                                                                    22,908        17,906                  22,908
Own shares reserve                                                                                                                              (8)                –                          (8)
Foreign currency retranslation reserve                                                                                                –                  2                          –
Merger reserve                                                                                                                              17,626                  –                    (280)
Share based payment reserve                                                                                                      5,807          1,748                          –
Retained earnings                                                                                                                        (25,779)      (15,707)                    (179)
Total equity                                                                                                                                    21,092          3,949                  22,979
* 2011 comparative ﬁgures are not available as the Company was incorporated on 10 April 2012.
The ﬁnancial statements of Revolymer plc, registered number 08024489, were approved by the
Board of Directors for issue on 13 March 2013.
R B Pettman
Director
33
Consolidated and company balance sheets
At 31 December 2012 34
Consolidated statement of changes in equity
                                                                                                            Foreign                                          Share                                    
                                                                    Equity        Equity      currency      Own                          based                                    
                                                                      share        share retranslation    shares      Merger  payment  Retained                  
                                                                  capital  premium          reserve  reserve      reserve+    reserve    earnings          Total
                                                                      £’000        £’000            £’000      £’000        £’000        £’000        £’000        £’000
At 1 January 2011                                              –        12,327                    –            –                –          1,541      (11,782)        2,086
Retained loss for the year                                  –                –                    –            –                –                –        (3,925)      (3,925)
Retranslation gain for the year                          –                –                    2            –                –                –                –                2
Share based payments                                      –                –                    –            –                –            207                –            207
Issue of equity share capital                              –          5,579                    –            –                –                –                –          5,579
At 1 January 2012                                              –        17,906                    2            –                –          1,748      (15,707)        3,949
Reclassiﬁcation*                                                  –                –                  (2)            –                –                –                2                –
Retained loss for the year                                  –                –                    –            –                –                –      (10,074)    (10,074)
Shares issued to EBT                                            –                –                    –            (8)                –                –                –              (8)
Combination of Revolymer (U.K) Limited    280      (17,906)                  –            –        17,626                –                –                –
Issue of equity share capital                          258        24,750                    –            –                –                –                –        25,008
Costs of issuing shares                                        –        (1,842)                  –            –                –                –                –        (1,842)
Share based payments                                      –                –                    –            –                –          4,059                –          4,059
At 31 December 2012                                    538      22,908                    –          (8)      17,626        5,807      (25,779)      21,092
* The foreign currency retranslation reserve has been reclassiﬁed into retained earnings as the reserve is no longer required. The nominal value
of the Ordinary shares issued to Revolymer EBT Limited is shown as Own shares reserve.
+ The Merger reserve arises pursuant to the common control combination of Revolymer plc and Revolymer (U.K.) Limited on 4 July 2012.
Company statement of changes in equity
                                                                                                            Equity        Equity          Own                                                       
                                                                                                            share        share      shares      Merger  Retained                  
                                                                                                        capital  premium      reserve      reserve+ earnings          Total
                                                                                                            £’000        £’000        £’000        £’000        £’000        £’000
At 10 April 2012 (on incorporation)                                                        –                –                –                –                –                –
Retained loss for the period                                                                    –                –                –                –          (179)          (179)
Combination of Revolymer (U.K) Limited                                          280                –                –          (280)                –                –
Issue of shares to EBT                                                                                –                –              (8)                –                –              (8)
Issue of equity share capital (net of expenses)                                258        22,908                –                –                –        23,166
At 31 December 2012                                                                          538      22,908              (8)          (280)          (179)      22,979
+ The Merger reserve arises pursuant to the issue of ordinary shares to the former shareholders of Revolymer (U.K.) Limited on 4 July 2012.
Consolidated and company statements of changes in equity
For the year ended 31 December 2012                                                                                                                                                                         Group                Company
                                                                                                                                                                  2012        2011                  2012
                                                                                                                                            Notes          £’000        £’000                £’000
Net cash outﬂow from operating activities                                                                          22        (4,270)      (3,851)                      –
Cash ﬂows from investing activities
Interest received                                                                                                                                          3              7                        –
Purchase of property, plant and equipment                                                                                        (75)        (647)                      –
Funds placed on term deposits                                                                                                      (17,000)              –                        –
Net cash outﬂow from investing activities                                                                                      (17,072)        (640)                      –
Cash received from issue of shares                                                                                                  25,000        5,832              25,000
Transaction costs of issuing shares                                                                                                    (1,842)        (253)              (1,842)
Cash loaned to subsidiary undertaking                                                                                                    –                –              (23,158)
Net cash inﬂow from ﬁnancing activities                                                                                        23,158        5,579                        –
Net inﬂow in cash and cash equivalents                                                                                          1,816        1,088                          
Cash and cash equivalents at beginning of year                                                                            3,083        1,995                        –
Cash and cash equivalents at end of year                                                                                      4,899        3,083                        –
35
Consolidated and company statements of cash ﬂow
For the year ended 31 December 2012 36
1.  Statement of compliance with IFRS and Company information
The Group’s ﬁnancial statements have been prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union and as applied in accordance with
the provisions of the Companies Act 2006. The principal accounting policies adopted by the Group
are set out in note 2. The Company was incorporated in the UK on 10 April 2012. The nature of the
Group’s operations and its principal activities are set out in the Chief Executive Ofﬁcer’s review on
pages 6 to 8.
The Directors anticipate that the adoption of Standards and Interpretations issued, but not applied
in these ﬁnancial statements as not yet effective, will have no material impact on the ﬁnancial
statements of the Group.
2.  Accounting policies
Basis of preparation
The accounting policies which follow set out those policies which apply in preparing the ﬁnancial
statements for the years ended 31 December 2011 and 31 December 2012. The Group ﬁnancial
statements are presented in Sterling, because this is the currency of the primary economic
environment in which the Group operates, and all values are rounded to the nearest thousand
(£’000) unless otherwise indicated. The ﬁnancial statements have been prepared on the historical
cost basis.
The ﬁnancial statements have been prepared on a going concern basis which the Directors
believe continues to be appropriate. The Group meets its day to day working capital requirements
through existing cash resources which, at 31 December 2012, amounted to £21.9 million. 
Changes in accounting policy
The accounting policies adopted in the 2012 ﬁnancial year are consistent with those adopted
during the year ending 31 December 2011 except for the following new and amended standards
and interpretations introduced during the ﬁnancial year ending 31 December 2012. 
There were no new Standards or Interpretations adopted by the Group in the year ended
31 December 2012.
Notes to ﬁnancial statements
For the year ended 31 December 2012 Consolidation
On 2 July 2012, the Company became the legal parent of Revolymer (U.K.) Limited in a share for
share transaction. Taking into account: the relative value of the companies, that the former
Revolymer (U.K.) Limited shareholders became the shareholders of Revolymer plc, and that the
Company’s continuing operations and executive management were those of Revolymer (U.K.)
Limited, the substance of the combination was that Revolymer (U.K.) Limited acquired Revolymer
plc in a common control combination.
Under the requirements of the Companies Act 2006, it would normally be necessary for the
Company’s consolidated accounts to follow the legal form of the business combination. In that
case the pre-combination results would be those of Revolymer plc and its subsidiary undertakings,
which would exclude Revolymer (U.K.) Limited. Revolymer (U.K.) Limited would then be brought into
the Group from 2 July 2012. However, this would portray the combination as an acquisition of
Revolymer (U.K.) Limited by Revolymer plc and would, in the opinion of the Directors, fail to give a
true and fair view of the substance of the business combination. Accordingly, the Directors have
adopted common control combination accounting as the basis of consolidation in order to give a
true and fair view. 
The consolidated ﬁnancial statements incorporate the ﬁnancial statements of the Company and
entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is
achieved where the Company has the power to govern the ﬁnancial and operating policies of an
investee entity so as to obtain beneﬁts from its activities. All intra Group transactions, balances,
income and expenses are eliminated. 
In accordance with Section 408 of the Companies Act 2006, no proﬁt and loss account is presented
for the Company.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic beneﬁts will ﬂow to the
Group and the revenue can be reliably measured, regardless of when the payment is being made.
Revenue is measured at the fair value of the consideration received or receivable, taking into
account contractually deﬁned terms of payment and excluding taxes or duty.
Revenue from the sale of goods is recognised when all the signiﬁcant risks and rewards of
ownership of the goods have passed to the buyer and the seller no longer retains continuing
managerial involvement. The delivery date is usually the date on which ownership passes. 
Revenue from the rendering of services is recognised in full once the contract has been fully
completed and all obligations are satisﬁed.
Government grants
Government grants are recognised where there is reasonable assurance that the grant will be
received and all attaching conditions will be complied with.
When the grant relates to an expense item, it is recognised as income over the period necessary to
match the grant on a systematic basis to the costs that it is intended to compensate. Where the
grant relates to an asset, it is recognised as deferred income and released to income in equal
annual amounts over the expected useful life of the related asset.
37 38
Research and development costs
Research costs are expensed as incurred. Development expenditure on an individual project is
recognised as an intangible asset when the Group can demonstrate the technical feasibility of
completing the intangible asset so that it will be available for use or sale, its intention to complete
and its ability to use or sell the asset, how the asset will generate future economic beneﬁts, the
availability of resources to complete the asset and the ability to measure reliably the expenditure
during development.
Following initial recognition of the development expenditure as an asset, the cost model is applied
requiring the asset to be carried at cost less any accumulated amortisation and accumulated
impairment losses. Amortisation of the asset begins when development is complete and the asset is
available for use. It is amortised over the period of expected future beneﬁt. During the period of
development, the asset is tested for impairment annually.
Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the
transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of
exchange ruling at the year-end date. Non-monetary items that are measured at historical cost in
a foreign currency are translated at the exchange rate at the date of the transaction. Non-
monetary items that are measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined.
Any exchange differences arising on the settlement of monetary items or on translating monetary
items at rates different from those at which they were initially recorded are recognised in the
income statement in the period in which they arise. Exchange differences on non-monetary items
are recognised in the statement of comprehensive income to the extent that they relate to a gain
or loss on that non-monetary item taken to the statement of comprehensive income, otherwise
such gains and losses are recognised in the income statement.
The assets and liabilities in the ﬁnancial statements of foreign subsidiaries are translated at the rate
of exchange ruling at the year end date. Income and expenses are translated at the actual rate.
The exchange differences arising from the retranslation of the opening net investment in
subsidiaries are taken directly to the ‘Foreign currency retranslation reserve’ in equity. On disposal
of a foreign operation the cumulative translation differences (including, if applicable, gains and
losses on related hedges) are transferred to the income statement as part of the gain or loss on
disposal.
Property, plant and equipment
Property, plant and equipment are stated at cost, less accumulated depreciation and any
accumulated impairment in value. Such cost includes the cost of replacing part of the plant and
equipment when that cost is incurred, if the recognition criteria are met.
Depreciation is calculated to write off the cost less estimated residual value of all tangible assets
over their expected useful economic life on a straight-line basis. The rates generally applicable are:
Short leasehold equipment – 5 years
Plant and equipment – 4 years
Computer and ofﬁce equipment – 3 years
Impairment of tangible assets with ﬁnite lives
At each balance sheet date, the Group reviews the carrying amounts of its tangible assets with
ﬁnite lives to determine whether there is any indication that those assets have suffered an
Notes to ﬁnancial statements (continued)
For the year ended 31 December 2012 impairment loss. If any such indication exists, or when annual impairment testing for an asset is
required, the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Where the asset does not generate cash ﬂows that are independent from
other assets, the Group estimates the recoverable amount of the cash-generating unit to which the
asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value
in use, the estimated future cash ﬂows are discounted to their present value using a pre-tax
discount rate that reﬂects current market assessments of the time value of money and the risks
speciﬁc to the asset for which the estimates of future cash ﬂows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its
carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised as an expense immediately. Where an
impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no
impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of
an impairment loss is recognised as income immediately.
Financial assets
Financial assets are cash or a contractual right to receive cash or another ﬁnancial asset from
another entity or to exchange ﬁnancial assets or ﬁnancial liabilities with another entity under
conditions that are potentially favourable to the entity. In addition, contracts that result in another
entity delivering a variable number of its own equity instruments are ﬁnancial assets.
Trade and other receivables
Trade receivables, which generally have 30 day terms, are recognised and carried at the lower of
their original invoiced value and recoverable amount. Where the time value of money is material,
receivables are carried at amortised cost. Provision is made when there is objective evidence that
the Group will not be able to recover balances in full. The amount of the write-down is determined
as the difference between the assets carrying amount and the present value of estimated future
cash ﬂows.
Cash and cash equivalents and investments
Cash and cash equivalents in the balance sheet comprise cash at bank and in hand. Investments
comprise funds placed on short term deposits.
Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of
the arrangement at inception date, whether fulﬁlment of the arrangement is dependent on the use
of a speciﬁc asset or assets or the arrangement conveys a right to use the asset, even if that right is
not explicitly speciﬁed in an arrangement.
Finance leases which transfer to the Group substantially all the risks and beneﬁts incidental to
ownership of the leased item, are capitalised at the commencement of the lease at the fair value
of the leased asset or, if lower, at the present value of the minimum lease payments. Lease
payments are apportioned between ﬁnance charges and reduction of the lease liability so as to
achieve a constant rate of interest on the remaining balance of the liability. Finance charges are
recognised in ﬁnance costs in the income statement.
39 40
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable
certainty that the Group will obtain ownership by the end of the lease term, the asset is
depreciated over the shorter of the estimated useful life of the asset and the lease term.
Operating lease payments are recognised as an operating expense in the income statement on a
straight-line basis over the lease term. Operating lease incentives are recognised as a liability when
received and subsequently reduced by allocating lease payments between rental expense and
reduction of the liability.
Income taxes
Current tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities, based on tax rates and laws that are enacted or substantively
enacted by the balance sheet date.
Deferred income tax is recognised on all temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the ﬁnancial statements, with the following
exceptions:
• Where the temporary difference arises from the initial recognition of an asset or liability in a
transaction that is not a business combination that at the time of the transaction affects
neither accounting nor taxable proﬁt or loss;
• Deferred income tax assets are recognised only to the extent that it is probable that taxable
proﬁt will be available against which the deductible temporary differences, carried forward
tax credits or tax losses can be utilised.
Deferred income tax assets and liabilities are measured on an undisclosed basis at the tax rates
that are expected to apply when the related asset is realised or liability is settled, based on tax
rates and laws enacted or substantively enacted at the balance sheet date.
Income tax is charged or credited directly to equity if it relates to items that are credited or
charged to equity. Otherwise income tax is recognised in the income statement.
Financial liabilities
Financial liabilities and equity instruments are classiﬁed according to the substance of the
contractual arrangements entered into.
A ﬁnancial liability exists where there is a contractual obligation to deliver cash or another ﬁnancial
asset to another entity, or to exchange ﬁnancial assets or ﬁnancial liabilities under potentially
unfavourable conditions. In addition contracts which result in the Group delivering a variable
number of its own equity instruments are ﬁnancial liabilities. Instruments which are legally share
capital containing such obligations are classiﬁed as ﬁnancial liabilities.
Trade and other payables
Trade payables are recognised and carried at their original invoiced value. Where the time value
of money is material, payables are carried at amortised cost.
Inventory valuation
Inventories are stated at the lower of cost and net realisable value. Cost includes all costs incurred
in bringing each product to its present location and condition.
Notes to ﬁnancial statements (continued)
For the year ended 31 December 2012 Share based payments
IFRS 2 requires the recognition of equity settled share based payments at fair value at the date of
the grant and the recognition of liabilities for cash settled share based payments at the current fair
value at each balance sheet date. All equity settled share based payments are ultimately
recognised as an expense in the proﬁt and loss account with a corresponding credit to the share
based payment reserve.
If vesting periods or other non market vesting conditions apply, the expense is allocated over the
vesting period based on the best available estimate of the number of share options expected to
vest. Estimates are revised subsequently if there is any indication that the number of share options
expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is
recognised in the current period.
Upon exercise of share options, the proceeds received net of attributable transaction costs are
credited to share capital and where appropriate, share premium.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities. Equity instruments issued by the Group are recorded at the
proceeds received, net of direct issue costs. Dividends and distributions relating to equity
instruments are debited direct to equity.
3.  Critical accounting assumptions and key sources of estimation uncertainty
The preparation of the Group’s ﬁnancial statements requires management to make judgments,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and
liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However,
uncertainty about these assumptions and estimates could result in outcomes that require a material
adjustment to the carrying amount of the asset or liability affected in future periods.
Judgments
In the process of applying the Group’s accounting policies, management has made the following
judgments, which have the most signiﬁcant effect on the amounts recognised in the ﬁnancial
statements:
Inventory provisions
Inventories are held at the lower of cost and net realisable value. When inventories become old or
obsolete an estimate is made of their net realisable value. For individually signiﬁcant amounts this
estimation is performed on an individual basis. Amounts which are not individually signiﬁcant, but
which are old or obsolete, are assessed collectively and a provision applied according to the
inventory type and the degree of ageing or obsolescence, based on historical selling prices.
Share based payment cost
The estimation of share based payment costs requires the selection of an appropriate valuation
model, considerations as to the inputs necessary for the valuation model chosen and the
estimation of the number of awards that will ultimately vest, inputs for which arise from judgements
relating to the probability of meeting non-market performance conditions and the continuing
participation of employees (see note 23).
41 42
4.  Revenue
Revenue recognised in the Group income statement is analysed as follows:
                                                                                                                                          2012                2011
                                                                                                                                        £’000                £’000
Sale of goods                                                                                                                    176                  150
                                                                                                                                  ––––––––          ––––––––
Geographical information
                                                                                                                                          2012                2011
                                                                                                                                        £’000                £’000
United Kingdom                                                                                                                    1                      –
Denmark                                                                                                                                –                      1
Eire                                                                                                                                          4                      –
Canada                                                                                                                              16                      –
Italy                                                                                                                                        2                      –
United States                                                                                                                    153                  149
                                                                                                                                  ––––––––          ––––––––
                                                                                                                                            176                  150
                                                                                                                                  ––––––––          ––––––––
The revenue information is based on the location of the customer.
Segmental information
The revenue information is derived from one segment (i.e. gum) and net assets are attributable
solely to the UK.
5.  Other operating income
                                                                                                                                          2012                2011
                                                                                                                                        £’000                £’000
Research income                                                                                                            340                  459
Government grants                                                                                                              –                    46
                                                                                                                                  ––––––––          ––––––––
                                                                                                                                            340                  505
                                                                                                                                  ––––––––          ––––––––
Research income relates to scientiﬁc research projects and testing undertaken on behalf of other
entities.
Notes to ﬁnancial statements (continued)
For the year ended 31 December 2012 6.  Group operating loss
This is stated after charging:
                                                                                                                                          2012                2011
                                                                                                                                        £’000                £’000
Auditor’s remuneration*
Audit of the ﬁnancial statements                                                                                  10                      –
Audit of the subsidiaries                                                                                                13                    14
                                                                                                                                  ––––––––          ––––––––
Total audit fees                                                                                                                23                    14
                                                                                                                                  ––––––––          ––––––––
Tax compliance services                                                                                                23                    18
Other non-audit services                                                                                                32                      6
                                                                                                                                  ––––––––          ––––––––
Total non-audit services                                                                                                55                    24
                                                                                                                                  ––––––––          ––––––––
Total fees                                                                                                                          78                    38
                                                                                                                                  ––––––––          ––––––––
Equity settled share based payment expense                                                          4,059                  207
Employer’s national insurance charge associated with 
vested share options                                                                                                    360                      –
Depreciation of owned assets                                                                                        269                  162
Minimum operating lease payments:
– land and buildings                                                                                                      69                    56
– motor vehicles                                                                                                              8                      8
Research and development expenditure                                                                1,386                1,288
Impairment of inventories                                                                                               533                    54
US Restructuring costs                                                                                                      254                      –
Inventory costs attributed to cost of sales                                                                      86                      –
Foreign exchange differences                                                                                          9                    13
* Non audit services of £55k includes advice not directly related to the IPO but provided as a consequence of the
preparatory process. In addition £155k has been paid to the auditor for advice directly relating to the IPO which
has been deducted from the share premium.
43 44
7.  Staff costs
Staff costs, including Directors, consist of:
                                                                                                                                          2012                2011
                                                                                                                                        £’000                £’000
Wages and salaries                                                                                                      2,864                2,068
Invoiced by third parties                                                                                                  139                  145
Post-employment beneﬁts                                                                                                88                    52
Equity settled share based payment expense                                                          4,059                  207
                                                                                                                                  ––––––––          ––––––––
                                                                                                                                        7,150                2,472
                                                                                                                                  ––––––––          ––––––––
The average monthly number of employees, including Directors, during the year was made up as
follows:
                                                                                                                                          2012                2011
                                                                                                                                            No.                  No.
Executive Directors                                                                                                              2                      2
Non-executive Directors                                                                                                      5                      4
Research and development                                                                                            23                    24
Finance and administration                                                                                                4                      4
Sales                                                                                                                                      5                      6
Contract staff                                                                                                                        1                      1
                                                                                                                                  ––––––––          ––––––––
                                                                                                                                              40                    41
                                                                                                                                  ––––––––          ––––––––
Details of Directors’ fees are included in the Directors’ Remuneration Report on pages 23 to 29. 
8.  Finance income
                                                                                                                                          2012                2011
                                                                                                                                        £’000                £’000
Interest receivable on bank deposits                                                                              50                      7
                                                                                                                                  ––––––––          ––––––––
9.  Taxation
                                                                                                                                          2012                2011
                                                                                                                                        £’000                £’000
Current tax
UK corporation tax                                                                                                              –                      –
                                                                                                                                  ––––––––          ––––––––
Total tax on loss on ordinary activities                                                                              –                      –
                                                                                                                                  ––––––––          ––––––––
Notes to ﬁnancial statements (continued)
For the year ended 31 December 2012 The tax for the year can be reconciled to the loss per the income statement as follows:
                                                                                                                                          2012                2011
                                                                                                                                        £’000                £’000
Loss on ordinary activities before tax relief                                                            (10,074)            (3,925)
                                                                                                                                  ––––––––          ––––––––
Tax on ordinary activities at standard UK corporation tax
rate of 24.5% (2011: 26.5%)                                                                                      (2,468)            (1,040)
Effects of:
Expenses not deductible/(deductible) for tax purposes                                          1,013                    (44)
Depreciation in excess of/(lower than) capital allowances                                        35                    (16)
Other timing differences                                                                                                    88                      1
Increase in tax losses to carry forward                                                                        1,332                1,099
                                                                                                                                  ––––––––          ––––––––
Current tax credit for the year                                                                                            –                      –
                                                                                                                                  ––––––––          ––––––––
Deferred tax
The Group has the following net deferred tax asset which is not recognised:
                                                                                                                                          2012                2011
                                                                                                                                        £’000                £’000
Accelerated capital allowances                                                                                    (43)                  (37)
Other timing differences                                                                                                    84                      2
Tax losses carried forward                                                                                            4,782                3,847
Share based payments                                                                                                  903                  467
                                                                                                                                  ––––––––          ––––––––
                                                                                                                                        5,726                4,279
                                                                                                                                  ––––––––          ––––––––
The net deferred tax asset is not recognised as there is insufﬁcient evidence of future taxable proﬁts
against which the asset will be available for offset.
In his 2012 Autumn Statement, the Chancellor of the Exchequer announced certain tax changes
which will have an effect on the Company’s future tax position. The main rate of corporation tax
reduced from 26% to 24% from 1 April 2012 and is then set to reduce to 23% from 1 April 2013 and
21% from 1 April 2014. As at 31 December 2012, only the reduction in the tax rate to 23% has been
‘substantively enacted’ and this has been reﬂected in the Company’s unrecognised deferred tax
asset as at 31 December 2012. The effect of the reduction of the UK corporation tax rate to 21% on
the Company’s unrecognised deferred tax asset would be to reduce it by approximately £492k.
The effect on the Company of the proposed changes to the UK tax system will be reﬂected in the
ﬁnancial statements of the Company in future years, as appropriate, once the proposals have
been substantially enacted.
45 46
10.  Loss per share
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the
weighted average number of ordinary shares in issue during the year.
                                                                                                                                          2012                2011
Loss
Loss for the purposes of basic and diluted loss per share (£’000)                        10,074                3,925
                                                                                                                                  ––––––––          ––––––––
Weighted average number of ordinary shares for the
purposes of basic and diluted loss per share (’000)                                            39,909              25,970
                                                                                                                                  ––––––––          ––––––––
Basic and diluted loss per share                                                                                25.2p                15.1p
                                                                                                                                  ––––––––          ––––––––
The loss for the period and the weighted average number of ordinary shares for calculating the
diluted earnings per share for the period to 31 December 2012 are identical to those used for the
basic earnings per share. This is because the outstanding share options and warrants (note 23)
would have the effect of reducing the loss per ordinary share and would therefore not be dilutive.
As disclosed in note 25, on 9 January 2013 the Company granted further share options to Executive
Directors under the Revolymer plc LTIP scheme. This grant would have the effect of reducing the
loss per ordinary share and would therefore not be dilutive.
11.  Investment in subsidiary undertakings
                                                                                                                                                          Company
                                                                                                                                                                £’000
At 10 April 2012 (on incorporation)                                                                                                              –
Combination of Revolymer (U.K.) Limited (see note 21)                                                                          –
                                                                                                                                                            ––––––––
At 31 December 2012                                                                                                                                    –
                                                                                                                                                            ––––––––
The 2 ordinary subscriber shares of £1 each in Revolymer EBT Limited were also acquired during the
period.
                                            Place of            Proportion of    Proportion  Method used
Principal                            incorporation      ownership      of voting  to account for
Name activity                              and operation          interest  power held  investment
Revolymer (U.K.) Limited UK operating company  England                        100%            100%  Historical cost
Revolymer EBT Limited Trustee of employee        England                        100%            100%  Historical cost
beneﬁt trust
Revolymer (U.S.) Inc. US operating company    USA                                100%            100%  Historical cost
Notes to ﬁnancial statements (continued)
For the year ended 31 December 2012 12.  Property, plant and equipment
                                                                            Computer                                        Short
                                                                            and ofﬁce        Plant and    Leasehold
                                                                          equipment      equipment    equipment                  Total
Group                                                                          £’000                £’000              £’000                  £’000
Cost
At 1 January 2011                                                          145                  425                    –                    570
Additions                                                                          55                  378                214                    647
                                                                                ––––––––          ––––––––        ––––––––            ––––––––
At 1 January 2012                                                          200                  803                214                  1,217
Additions                                                                          17                    41                  17                      75
                                                                                ––––––––          ––––––––        ––––––––            ––––––––
At 31 December 2012                                                  217                  844                231                  1,292
                                                                                
––––––––          ––––––––        ––––––––            ––––––––
Accumulated depreciation
At 1 January 2011                                                            82                  234                    –                    316
Charge                                                                            44                    98                  20                    162
                                                                                ––––––––          ––––––––        ––––––––            ––––––––
At 1 January 2012                                                          126                  332                  20                    478
Charge                                                                            50                  176                  43                    269
                                                                                ––––––––          ––––––––        ––––––––            ––––––––
At 31 December 2012                                                  176                  508                  63                    747
                                                                                
––––––––          ––––––––        ––––––––            ––––––––
Carrying amount
At 31 December 2012                                                    41                  336                168                    545
                                                                                
––––––––          ––––––––        ––––––––            ––––––––
At 31 December 2011                                                    74                  471                194                    739
                                                                                
––––––––          ––––––––        ––––––––            ––––––––
Included within Plant and equipment and Short leasehold equipment are amounts held under
ﬁnance lease contracts. At 31 December 2012 the net book value of these assets was £204,748
(2011: £291,535).
13.  Inventories
                                                                                                                                          2012                2011
Group                                                                                                                              £’000                £’000
Raw materials                                                                                                                    14                    25
Work in progress                                                                                                                287                  280
Finished goods                                                                                                                  157                  510
Goods in transit                                                                                                                    –                      9
Provisions                                                                                                                          (203)                  (54)
                                                                                                                                  ––––––––          ––––––––
                                                                                                                                            255                  770
                                                                                                                                  ––––––––          ––––––––
47 48
14.  Trade and other receivables
                                                                                                                          Group                  Company
                                                                                                                2012                2011                2012
                                                                                                              £’000                £’000                £’000
Trade receivables                                                                                  106                  265                      –
Amounts owed from Group companies                                                  –                      –              22,994
Other receivables                                                                                  194                  176                      1
                                                                                                        ––––––––          ––––––––          ––––––––
                                                                                                                  300                  441              22,995
                                                                                                        
––––––––          ––––––––          ––––––––
The carrying value of trade and other receivables is considered to be substantially the same as their
fair value.
Trade receivables are non-interest bearing and are generally on 30 day terms.
As at 31 December 2012, a provision of £15,263 (2011 – £Nil) has been made to trade receivables
that were considered to be impaired. 
As at 31 December, the analysis of trade receivables that were past due but not impaired is as
follows:
                                            Neither
                                                  past
                                          due nor
                            Total    impaired  <30 days  30–60 days  60–90 days    90–120 days    >120 days
Group                £’000            £’000          £’000            £’000            £’000                £’000            £’000
2012                      106                  –            101                    5                    –                        –                    –
2011                      265                  –              95                  94                  76                        –                    –
15.  Investments
                                                                                                                          Group                  Company
                                                                                                                  2012                2011              2012
                                                                                                                £’000                £’000              £’000
Term deposits maturing within one year                                          17,000                      –                    –
                                                                                                          
––––––––          ––––––––        ––––––––
16.  Cash and cash equivalents
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with a
maturity of less than three months. The carrying amount of these assets approximates their fair
value.
Analysis of cash and cash equivalents disclosed in the cash ﬂow statement:
                                                                                                                          Group                  Company
                                                                                                                  2012                2011              2012
                                                                                                                £’000                £’000              £’000
Cash at bank and in hand                                                                  4,899                3,083                    –
                                                                                                          
––––––––          ––––––––        ––––––––
Notes to ﬁnancial statements (continued)
For the year ended 31 December 2012 Credit, liquidity and market risk
The Group’s principal ﬁnancial assets are bank balances and cash and term deposits regarded as
investments that mature within one year. These deposits carry ﬁxed rates of interest for their term.
The credit risk on these assets is limited because the counterparties are banks with high credit
ratings assigned by international credit rating agencies. The Directors have carefully reviewed the
carrying value of the Group’s ﬁnancial assets and consider that at the date of this report no
impairment in those values is anticipated.
17.  Trade and other payables
                                                                                                                          Group                  Company
                                                                                                                  2012                2011              2012
                                                                                                                £’000                £’000              £’000
Current liabilities
Trade payables                                                                                        248                  287                    –
Finance lease obligations                                                                      102                    82                    –
Amounts due to related parties (note 24)                                                8                    17                    –
Other payables*                                                                                    1,447                  542                  16
                                                                                                          ––––––––          ––––––––        ––––––––
                                                                                                                1,805                  928                  16
                                                                                                          
––––––––          ––––––––        ––––––––
* for 2012 includes US closure costs and a national insurance provision in respect of vested share options and
bonuses.
The average credit period taken for trade purchases is 30 days (2011: 39 days). The Directors
consider that the carrying amount of trade and other payables approximate their fair value.
18.  Obligations under non-current ﬁnance leases
                                                                                                                          Group                  Company
                                                                                                                  2012                2011              2012
                                                                                                                £’000                £’000              £’000
Finance lease obligations                                                                        102                  156                    –
                                                                                                          ––––––––          ––––––––        ––––––––
                                                                                                                    102                  156                    –
                                                                                                          
––––––––          ––––––––        ––––––––
The Group purchased £306,000 of capital equipment from a contract manufacturer over a period
of 3 years starting on 1 July 2011. The repayment is based on a capital element added to the cost
of the supplies purchased from the manufacturer. There is a three year supply contract in place to
ensure the liability is paid. There is no interest chargeable on the transaction. The current element of
the ﬁnance lease arrangement is disclosed within note 17 and detail of the maturity proﬁle of this
ﬁnancial liability is made within note 19.
19.  Financial instruments
Financial risk management objectives and policies
The Group ﬁnances its operations by raising ﬁnance through equity. No speculative treasury
transactions and no derivatives are entered into. Financial assets and liabilities include those assets
and liabilities of a ﬁnancial nature, namely cash, receivables and payables.
49 50
Interest rate risk
The Group ﬁnances its operations principally from equity funding and therefore risk associated to
changes in interest rates is minimal.
No sensitivity analysis has been presented for changes in interest rates as these do not have a
material impact on loss before tax.
Currency risk
The Group makes most of its purchases in Sterling and therefore does not have a signiﬁcant
exposure to foreign currency ﬂuctuations. Although some supplies are sourced from overseas
companies and payments required in foreign currencies, primarily Euros, the timescales and value
levels involved are not felt to result in signiﬁcant exposure to foreign currency risk. No forward
foreign exchange contracts were entered into during the period (2011: Nil). The Group has no
non-monetary assets or liabilities denominated in foreign currencies. At 31 December 2012 the
balance of foreign currency was USD 99,909 (2011: USD 43,065).
No sensitivity analysis has been presented for changes in currency exchange rates as these do not
have a material impact on the loss before tax.
Liquidity risk
The Group seeks to manage ﬁnancial risk, to ensure sufﬁcient liquidity is available to meet
foreseeable needs and to invest cash assets safely and proﬁtably. The Group’s policy through the
period has been to ensure continuity of funding by equity.
The table below summarises the maturity proﬁle of the Group’s ﬁnancial liabilities at the year-end
based on contractual undiscounted payments.
At 31 December 2012:
                                                                                    Less than          3 to 12
                                                        On demand      3 months        months  1 to 5 years      > 5 years            Total
                                                                    £’000            £’000            £’000            £’000            £’000          £’000
Trade and other payables                                –            1,703                    –                    –                    –          1,703
Finance lease obligations                                –                    –                102                102                    –              204
                                                                ––––––––        ––––––––        ––––––––        ––––––––        ––––––––      ––––––––
                                                                            –            1,703                102                102                    –          1,907
                                                                
––––––––        ––––––––        ––––––––        ––––––––        ––––––––      ––––––––
At 31 December 2011:
                                                                                      Less than          3 to 12
                                                        On demand      3 months        months  1 to 5 years      > 5 years            Total
                                                                      £’000             £’000            £’000            £’000            £’000          £’000
Trade and other payables                                –                746                100                    –                    –              846
Finance lease obligations                                –                    –                  82                156                    –              238
                                                                ––––––––        ––––––––        ––––––––        ––––––––        ––––––––      ––––––––
                                                                            –                746                182                156                    –          1,084
                                                                ––––––––        ––––––––        ––––––––        ––––––––        ––––––––      ––––––––
Capital management
The primary objective of the Group’s capital management is to ensure that it maintains healthy
capital ratios in order to support its business and maximise shareholder value. To manage its capital
structure the Company may issue new shares. No changes were made in the objectives, policies or
processes during the periods ended 31 December 2011 and 31 December 2012.
Notes to ﬁnancial statements (continued)
For the year ended 31 December 2012 Interest rates and maturity proﬁles of ﬁnancial assets and liabilities
The interest rates and maturity proﬁles of the Group’s ﬁnancial assets and liabilities, after the effect
of derivatives is as follows:
At 31 December 2012:
Within
1 year      1-2years      2-3years      3-4years      4-5years  Over 5 years            Total
£’000            £’000            £’000            £’000            £’000                £’000          £’000
Investments 17,000                    –                    –                    –                    –                      –        17,000
Cash and cash equivalents 4,899                    –                    –                    –                    –                      –          4,899
––––––––        ––––––––        ––––––––        ––––––––        ––––––––          ––––––––      ––––––––
21,899                    –                    –                    –                    –                      –        21,899
––––––––        ––––––––        ––––––––        ––––––––        ––––––––          ––––––––      ––––––––
The range of interest rates applicable to instant access deposit accounts and term deposits at
31 December 2012 was 0.25% to 2.1% per annum. 
At 31 December 2011:
Within
1 year        1-2years        2-3years        3-4years        4-5years  Over 5 years            Total
£’000            £’000            £’000            £’000            £’000                £’000          £’000
Investments –                    –                    –                    –                    –                      –                  –
Cash and cash equivalents 3,083                    –                    –                    –                    –                      –          3,083
––––––––        ––––––––        ––––––––        ––––––––        ––––––––          ––––––––      ––––––––
3,083                    –                    –                    –                    –                      –          3.083
––––––––        ––––––––        ––––––––        ––––––––        ––––––––          ––––––––      ––––––––
The Company had no cash and cash equivalents at 31 December 2012. The net proceeds of the
IPO had been loaned to Revolymer (U.K.) Limited at no cost.
Committed facilities
The Group has no ﬂoating rate committed borrowing facilities as at 31 December 2012 (2011: nil).
Fair values
There are no material differences between the fair value of ﬁnancial instruments and the amount at
which they are stated in the ﬁnancial statements. This is due to the fact that they are of short
maturity and if payable on demand the fair value is not materially different from the carrying value.
20.  Operating lease arrangements
The Group leases certain assets on an operating lease basis.
At the balance sheet date, the Group and Company had outstanding commitments for future
minimum lease payments under non-cancellable operating leases, which fall due as follows:
                                                                                                                          Group                  Company
                                                                                                                  2012                2011              2012
                                                                                                                £’000                £’000              £’000
Within one year                                                                                        100                    78                    –
In two to ﬁve years                                                                                    232                  316                    –
Over ﬁve years                                                                                              –                      –                    –
                                                                                                          ––––––––          ––––––––        ––––––––
Total future minimum lease payments                                                  332                  394                    –
                                                                                                          
––––––––          ––––––––        ––––––––
51 52
21.  Share capital
                                                                                                                          Group                  Company
                                                                                                                  2012                2011              2012
                                                                                                                £’000                £’000              £’000
Prior to combination of Revolymer (U.K.) Limited
At 1 January 2012 – 933,839 ordinary shares of 0.008p each                 –                      –                    –
Combination of Revolymer (U.K.) Limited
4 July 2012 – 28,015,168 ordinary shares of 1p each issued                280                      –                280
On admission to AIM and subsequently
10 July 2012 – 25,000,000 ordinary shares of 1p each issued              250                      –                250
27 December 2012 – 763,530 ordinary shares of 1p each 
issued to Revolymer Employee Beneﬁt Trust                                              8                      –                    8
                                                                                                          ––––––––          ––––––––        ––––––––
At 31 December 2012 (53,778,700 shares in issue)                                538                      –                538
                                                                                                          
––––––––          ––––––––        ––––––––
Revolymer plc was incorporated on 10 April 2012 and 2 subscription shares were issued with a
nominal value of 0.008p each. On 2 July 2012 a further 248 shares were issued and the resultant
250 shares were then consolidated into 2 ordinary shares with a nominal value of 1p each. The
remaining issues in the period are as noted above.
In addition, at 31 December 2012 there were outstanding warrants in respect of the ordinary shares
as follows:
                                                                                                              No. of         Exercise               Expiry
Holder                                                                                                  shares              Price                date
Panmure Gordon                                                                              250,000              £1.00        9 Jul 2014
XCAP Securities plc                                                                          316,290              £0.92  31 May 2016
22.  Notes to the cash ﬂow statement
                                                                                                                          Group                  Company
                                                                                                                  2012                2011              2012
                                                                                                                £’000                £’000              £’000
Operating loss                                                                                    (10,124)            (3,932)              (179)
Depreciation of property, plant and equipment                                269                  162                    –
Foreign currency retranslation reserve gain                                              –                      2                    –
Share based payments charge                                                          4,059                  207                    –
                                                                                                          ––––––––          ––––––––        ––––––––
Operating cash ﬂows before movements in working capital        (5,796)            (3,561)              (179)
Cash loaned to subsidiary undertaking                                                    –                      –            23,158
Decrease/(increase) in inventories                                                        515                  (686)                    –
Decrease/(increase) in receivables                                                      188                    20          (22,995)
Increase in payables                                                                                823                  376                  16
                                                                                                          ––––––––          ––––––––        ––––––––
Net cash outﬂow from operating activities                                      (4,270)            (3,851)                    –
                                                                                                          
––––––––          ––––––––        ––––––––
23.  Share based payments
An expense is recognised for share based payments based on the fair value of the awards at the
date of grant, the estimated number of shares that will vest and the vesting period of each award.
Taking into account that all outstanding share options vested at Admission on 10 July 2012, the
charge for share based payments for the period to 31 December 2012 is £4,059k (2011: £207k) as
disclosed in note 7.
Notes to ﬁnancial statements (continued)
For the year ended 31 December 2012 The information in the tables below relates to options over Revolymer plc ordinary shares as if they
had been in existence throughout the current and prior year.
The fair value of equity-settled share options granted is estimated as at the date of grant, generally
using a Black-Scholes model, taking into account the terms and conditions upon which the options
were granted. The following table lists the inputs to this estimate:
Grant date 2012 2011
Share price at grant date £1.00 £0.92
Exercise price £Nil £0.26
Expected volatility 50% 50%
Risk free rate 0.5% 0.5%
Expected dividend yield 0% 0%
Expected option life To 10 July 2012 2 years
The share price assumption reﬂects (i) the price at admission to trading on AIM of £1 per Revolymer
plc ordinary share and (ii) that each Revolymer (U.K.) Limited ordinary share was acquired for
30 Revolymer plc ordinary shares. All existing share options vested upon the admission to trading on
AIM of Revolymer plc ordinary shares. As a result, the vesting period of all share options was
shortened and any unrecognised share based payment expense was accelerated to be charged
by 10 July 2012.
Expected volatility is determined with reference to the volatility of comparable companies’ share
prices. The expected life used in the model has been adjusted, based on management’s best
estimate and in 2012 reﬂects that all share options vested on 10 July 2012. The risk free rate is
calculated based on Bank of England base rate.
The range of exercise prices for options outstanding at the end of the year was £nil – £0.26
(2011: £0.20 – £0.26).
Employee share option plan
During the year the Company operated an employee share option plan for the beneﬁt of certain
employees of the Company. Options over 763,530 ordinary shares were granted under this plan
(“the EMI plan”) up to 31 December 2012 (2011: 186,540 ordinary shares).
All options granted in the year are subject to the employee completing a speciﬁed period of
service. All options lapse when the employee ceases to be employed by the Company. 
The following table illustrates the number and weighted average exercise prices (WAEP) of, and
movements in, share options outstanding under the “EMI plan” during the year:
2012 2011*
Number Number
of shares WAEP of shares WAEP
Balance at beginning of year 1,466,940 £0.26 1,286,400 £0.26
Awarded during year 763,530 £nil 186,540 £0.26
Vested during the year (2,220,870) £0.17 ––
Lapsed during the year + (9,600) £0.26 (6,000) £0.26
Balance at end of year –– 1,466,940 £0.26
* 2011 adjusted to represent options over Revolymer plc ordinary shares in order to be comparable to 2012.
+ includes a reclassiﬁcation from approved to unapproved options held by former employees.
The weighted average remaining contractual life of the options outstanding at the end of the year
is nil (2011: 1.0 years) as all outstanding options vested on Admission to AIM.
53 54
Unapproved share option plan 
During the year, the Company operated a share option plan for the beneﬁt of employees who had
received grants under the EMI plan up to their personal limits, consultants and Non-executive
Directors who are not employees, and for employees of Revolymer (U.S.) Inc. During the year
options over 2,748,570 ordinary shares were granted under this plan (“the Unapproved plan”) up to
31 December 2012 (2011: nil ordinary shares).
The following table illustrates the number and weighted average exercise prices (WAEP) of, and
movements in, share options outstanding under the Unapproved plan during the year:
2012 2011*
Number Number
of shares WAEP of shares WAEP
Balance at beginning of year 1,362,900 £0.24 1,362,900 £0.24
Awarded during year+ 2,748,570 £nil ––
Vested during the year (4,111,470) £0.08 ––
Balance at end of year –– 1,362,900 £0.24
* 2011 adjusted to represent options over Revolymer plc ordinary shares in order to be comparable to 2012.
+ includes a reclassiﬁcation from approved to unapproved options held by former employees.
No options were exercised during the year therefore at 31 December 2012 the total number of
vested unexercised options was 6,332,340 with a weighted average exercise price of £0.11. 
24.  Related party transactions
Transactions with key management personnel
Remuneration of key management personnel
The remuneration of the Directors, who are considered to be the key management personnel of
the Company, is set out below in aggregate for each of the categories speciﬁed in IAS 24 ‘Related
Party Disclosures’.
2012 2011
£’000 £’000
Salaries and other short-term employee beneﬁts 742 330
Post-employment beneﬁts 35 –
Directors’ fees invoiced by third parties 128 133
Equity settled share based payment expense 2,643 124
3,548 587
Other related party transactions
The Group entered into the following related party transactions during the current and prior year:
The Group was invoiced by ColloidScience Limited, a company of which Prof T Cosgrove is a
director, for consultancy fees and other expenses in respect of Prof T Cosgrove’s services.
Prof T Cosgrove is a related party by virtue of his position as a director of Revolymer (U.K.) Limited
until 1 December 2012.
The Group was invoiced by IP2IPO Services Limited, a company which was a director of Revolymer
(U.K.) Limited until 1 December 2012 for consultancy fees in respect of its services. During the year
Mr M Townend participated in Board of Director meetings of Revolymer (U.K.) Limited and from
2 July 2012 Mr Townend has served on the Board of Revolymer plc.
Notes to ﬁnancial statements (continued)
For the year ended 31 December 2012 The Group was invoiced by Swarraton Partners Limited on behalf of Swarraton Partners Directors
Limited, a company which was a director of Revolymer (U.K.) Limited until 1 December 2012 for
consultancy fees in respect of its services.
The Group was invoiced by Naxos Limited, a company acting on behalf of Naxos Capital Partners
SCA SICAR (a shareholder and therefore related party of the Group) for consultancy fees in respect
of services provided by Mr S. M. D. Oliver as a Director attending Board meetings of Revolymer
(U.K.) Limited and from 2 July 2012 the services of Mr Robert Frost.
The Group was invoiced by Grand Cru Consulting Limited, a company of which Mr J Keenan is a
director, for consultancy fees and other expenses in respect of Mr Keenan’s services. Mr J Keenan is
a related party by virtue of his position as a director of both Revolymer (U.K.) Limited and
Revolymer plc (from 2 July 2012).
                                                                              Receipts    Payments to  Amounts due  Amounts due
                                                                        from related            related        to related    from related
                                                                                  parties            parties            parties            parties
2012                                                                            £’000                £’000                £’000                £’000
ColloidScience Limited                                                    –                    48                      –                      –
IP2IPO Services Limited                                                    –                    19                      4                      –
Swarraton Partners Limited                                              –                      6                      –                      –
Naxos Limited                                                                    –                    15                      –                      –
Grand Cru Consulting Limited                                        –                    51                      4                      –
                                                                                Receipts  Payments to  Amounts due  Amounts due
                                                                        from related            related        to related  from related
                                                                                  parties            parties            parties            parties
2011                                                                            £’000                £’000                £’000                £’000
ColloidScience Limited                                                    –                    37                      5                      –
IP2IPO Services Limited                                                    –                    15                      4                      –
Swarraton Partners Limited                                              –                    13                      3                      –
Naxos Limited                                                                    –                    15                      –                      –
Grand Cru Consulting Limited                                        –                    53                      5                      –
All related party transactions were made on terms equivalent to those that prevail in arm’s length
transactions. There have been no write-offs of related party balances during the year and there are
no provisions against any related party balances. The terms and conditions of related party
transactions are the same as those for other debtors and creditors.
25.  Post balance sheet events
On 9 January 2013 the Company granted share options to Executive Directors under the Revolymer
plc LTIP scheme. Full details are disclosed in the Directors’ Remuneration Report on page 23.
On 29 January 2013, the Company received notiﬁcation from Fertin Pharma A/S and Gumlink A/S
of the commencement of patent infringement proceedings against the Company in connection
with the sale of its nicotine gum in Canada. Following professional advice, management considers
at this stage that there are strong grounds for rebutting this action. Revolymer accordingly intends
to defend vigorously the Company’s position. 
55 56
REVOLYMER PLC
(incorporated and registered in England and Wales under the Companies Act 2006
with registered number 08024489)
NOTICE IS HEREBY GIVEN that the ﬁrst Annual General Meeting of Revolymer plc (the “Company”)
will be held at the ofﬁces of Maclay Murray & Spens LLP, 12th Floor, One London Wall, London
EC2Y 5AB on 28 May 2013 at 10 a.m. (the “AGM”) to consider and, if thought ﬁt, to pass resolutions
1 to 12 as ordinary resolutions of the Company and in the case of resolution 13 as a special
resolution of the Company. Resolutions 1 to 11 are proposed as ordinary business at the AGM and
resolutions 12 to 13 are proposed as special business.
Ordinary business
1. To receive and adopt the Company’s Annual Report and Financial Statements for the period
from incorporation on 10 April 2012 to 31 December 2012 together with the Directors’ Report
and Auditor’s Report thereon.
2. To receive and adopt the Directors’ Remuneration Report contained in the Annual Report and
Financial Statements for the twelve month period from 1 January 2012 to 31 December 2012.
3. To re-elect Mr John Keenan as a Non-executive Director who has been appointed during the
period prior to the AGM.
4. To re-elect Dr Roger Pettman as an Executive Director who has been appointed during the
period prior to the AGM.
5. To re-elect Mr Robin Cridland as an Executive Director who has been appointed during the
period prior to the AGM.
6. To re-elect Dr Bryan Dobson as a Non-executive Director who has been appointed during the
period prior to the AGM.
7. To re-elect Mr Robert Frost as a Non-executive Director who has been appointed during the
period prior to the AGM.
8. To re-elect Mr Julian Heslop as a Non-executive Director who has been appointed during the
period prior to the AGM.
9. To re-elect Mr Michael Townend as a Non-executive Director who has been appointed during
the period prior to the AGM.
10. To re-appoint Ernst & Young LLP of 100 Barbirolli Square, Manchester M2 3EY as auditor to hold
ofﬁce from the conclusion of the AGM to the conclusion of the next AGM at which the
accounts are laid before the Company.
11. To authorise the Directors to determine the remuneration of the auditor.
Notice of annual general meeting Special business
12. THAT in substitution for all existing authorities for the allotment of shares by the Directors, which
are hereby revoked but without prejudice to any allotment, offer or agreement already made
pursuant thereto, the Directors of the Company be and are hereby generally and
unconditionally authorised, pursuant to section 551 of the Companies Act 2006 (the “2006
Act”) to exercise all the powers of the Company to:
(a) allot shares in the Company and to grant rights to subscribe for or to convert any security
into such shares (all of which transactions are hereafter referred as an allotment of
“Relevant Securities”) up to an aggregate nominal amount of £179,462; and
(b) allot equity securities (within the meaning of section 560(1) of the 2006 Act) up to an
aggregate nominal amount of £179,462 in connection with a rights issue, open offer, scrip
dividend scheme or other pre emptive offer which satisﬁes the conditions and may be
subject to all or any of the exclusions speciﬁed in paragraph (b)(1) of the next following
resolution,
in each case for a period expiring (unless previously renewed, varied or revoked by the Company
in general meeting) at midnight on the day 15 months after the date of the passing of this
resolution or at the conclusion of the next AGM of the Company following the passing of this
resolution, whichever occurs sooner, provided that the Company may before such expiry, variation
or revocation make an offer or agreement which would or might require such Relevant Securities or
equity securities to be allotted after such expiry, variation or revocation and the Directors may allot
relevant or equity securities pursuant to such an offer or agreement as if the authority conferred
hereby had not expired or been varied or revoked.
13. THAT, subject to and conditional upon the passing of resolution 12, the Directors are hereby
empowered pursuant to section 551 of the 2006 Act to allot equity securities for cash pursuant
to the authority conferred by resolution 12 as if section 561(1) of the 2006 Act did not apply to
any such allotment, provided that such power:
(a) shall, subject to the continuance of the authority conferred by resolution 12, expire at
midnight on the day 15 months after the passing of this resolution or at the conclusion of
the next AGM of the Company following the passing of this resolution, whichever occurs
sooner, but may be previously revoked or varied from time to time by special resolution
but so that the Company may before such expiry, revocation or variation make an offer
or agreement which would or might require equity securities to be allotted after such
expiry, revocation or variation and the Directors may allot equity securities in pursuance of
such offer or agreement as if such power had not expired or been revoked or varied; and
(b) shall be limited to:
(1) the allotment of equity securities pursuant to a rights issue, open offer, scrip dividend
scheme or other pre emptive offer or scheme which is in each case in favour of
holders of ordinary shares and any other persons who are entitled to participate in
such issue, offer or scheme where the equity securities offered to each such holder
and other person are proportionate (as nearly as may be) to the respective numbers
of ordinary shares held or deemed to be held by them for the purposes of their
inclusion in such issue, offer or scheme on the record date applicable thereto, but
subject to such exclusions or other arrangements as the Directors may deem ﬁt or
expedient to deal with fractional entitlements, legal or practical problems under the
laws of any overseas territory, the requirements of any regulatory body or stock
exchange in any territory, shares being represented by depositary receipts, directions
from any holders of shares or other persons to deal in some other manner with their
57 58
respective entitlements or any other matter whatever which the Directors consider to
require such exclusions or other arrangements with the ability for the Directors to allot
equity securities not taken up to any person as they may think ﬁt; and
(2) the allotment of equity securities for cash otherwise than pursuant to sub paragraph
(1) up to an aggregate maximum nominal amount of £53,839.
By order of the Board
Robin Cridland
Company Secretary
13 March 2013
Notes
1. A shareholder entitled to attend and vote at the meeting is also entitled to appoint one or more proxies to
attend, speak and vote instead of him or her. The proxy need not be a member of the Company. Where a
shareholder appoints more than one proxy, each proxy must be appointed in respect of different shares
comprised in his or her shareholding which must be identiﬁed on the proxy form. Each such proxy will have the
right to vote on a poll in respect of the number of votes attaching to the number of shares in respect of which
the proxy has been appointed but such proxies will only be entitled to one vote between them on a show of
hands. The proxy who is to exercise the one vote on a show of hands must be identiﬁed on the appropriate proxy
form. Where more than one joint shareholder purports to appoint a proxy in respect of the same shares, only the
appointment by the most senior shareholder will be accepted as determined by the order in which their names
appear in the Company’s Register of Members. If you wish your proxy to speak at the meeting, you should
appoint a proxy other than the Chairman of the meeting and give your instructions to that proxy.
2. To be effective an instrument appointing a proxy and any authority under which it is executed (or a notarially
certiﬁed copy of such authority) must be deposited at the ofﬁces of Capita Registrars, PXS, 34 Beckenham Road,
Beckenham, Kent BR3 4TU so as to be received no later than 10.00 a.m. on 26 May 2013 except that: (a) should
the meeting be adjourned, such deposit may be made not later than 48 hours before the time of the adjourned
meeting; and (b) in the case of a poll taken more than 48 hours after it was demanded, such deposit may be
made not later than 24 hours before the time appointed for the taking of the poll.
3. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment
service may do so by utilising the procedures described in the CREST Manual. CREST Personal Members or other
CREST sponsored members and those CREST members who have appointed a voting service provider(s), should
refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their
behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message
(a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s
(“EUI”) speciﬁcations and must contain the information required for such instruction, as described in the CREST
Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the
instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received
by the issuer’s agent (ID RA10) by the latest time(s) for receipt of the proxy appointments speciﬁed in the notice
of meeting. For this purpose, the time of receipt will be taken by the time (as determined by the timestamp
applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST
Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertiﬁcated Securities Regulations
2001. CREST members and, where applicable, their CREST sponsors or voting service providers, should note that
EUI does not make available special procedures in CREST for any particular messages. Normal system timings
and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the
CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member
or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s)
take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system
by a particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting
service providers are referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
4. Any corporation which is a member can authorise one or more person(s) to act as its representative(s) at the
meeting.
Notice of annual general meeting (continued) 5. An abstention (or “vote withheld”) option has been included on the Form of Proxy. The legal effect of choosing
the abstention option on any resolution is that the shareholder concerned will be treated as not having voted on
the relevant resolution. The number of votes in respect of which there are abstentions, will however, be counted
and recorded, but disregarded in calculating the number of votes for or against each resolution.
6. In accordance with Regulation 41 of the Uncertiﬁed Securities Regulations 2001, the Company speciﬁes that only
those shareholders registered in the register of members of the Company as at 6.00 p.m. on 24 May 2013 or, in
the event that the meeting is adjourned, in such register not later than 48 hours before the time of the adjourned
meeting, shall be entitled to attend, or vote (whether in person or by proxy) at the meeting in respect of the
number of shares registered in their names at the relevant time. Changes after the relevant time will be
disregarded in determining the rights of any person to attend or vote at the meeting.
7. If you are a person who has been nominated under section 146 of the 2006 Act to enjoy information rights, you
may have a right, under an agreement between you and the shareholder who has nominated you, to be
appointed or to have someone else appointed for you as a proxy for the meeting. If you do not have such a
right, or you do have such a right but do not wish to exercise it, you may have a right under such an agreement
to give instructions to the shareholder who nominated you as to the exercise of the voting rights attached to the
ordinary shares in respect of which you have been nominated.
8. As at 5 March 2013, being the last practicable date before the publication of this notice, the Company’s issued
share capital consists of 53,838,700 ordinary shares, carrying one vote each, of No shares are held as treasury
shares and therefore the total number of votes at such date is 53,838,700.
9. Copies of Directors’ service contracts and letters of appointment will be available for inspection for at least
15 minutes prior to the meeting and during the meeting.
10. If you have any queries about the meeting, please contact the Company’s registrars, Capita Registrars, on
telephone number 0871 664 0300 (calls cost approximately 10p per minute plus network extras) from within the
UK or on +44 208 639 3399 if calling from outside the UK. Calls to the helpline from outside the UK will be charged
at the applicable international rate. Different charges may apply to calls from mobile telephones. Lines are open
8.30 a.m.–5.30 p.m. Mon–Fri. Calls may be recorded and randomly monitored for security and training purposes.
The helpline cannot provide advice on the merits of the transaction nor give any ﬁnancial, legal or tax advice.
11. The terms and conditions of appointment of all Non-executive Directors will be made available during normal
business hours at the registered ofﬁce of the Company and at the Annual General Meeting, for 15 minutes prior
to and during the meeting.
59 sterling 160589