Brooks Macdonald Group plc
Annual Report & Accounts 
for the year ended 30 June 2009 Brooks Macdonald Group plc
Financial Highlights 1
Group overview 2
Chairman’s statement 3
Chief Executive’s review 4-5
Risks and uncertainties  6
Report of the directors  7-9
Statement of directors’ responsibilities 10
Auditors’ report on the consolidated financial statements  11
Consolidated income statement 12
Consolidated balance sheet 13
Consolidated cash flow statement 14
Consolidated statement of changes in equity 15
Notes to the financial statements 16-33
Auditors’ report on the company’s financial statements  34
Company balance sheet 35
Notes to the company financial statements  36-38
Explanation of AGM Business 39-40
Explanation of AGM Business – Appendix 41-43 
Notice of Annual General Meeting 44-46
Form of Proxy 47
Directors and advisers  IBC
111 Park Street London W1K 7JL Annual Report & Accounts 2009
1
Brooks Macdonald Group plc
Financial Highlights
Turnover has increased from 
£16.78 million to £21.8 million,  
a rise of 30%. 
Pre-tax profit was £3.18 million 
compared to £2.03 million,  
an increase of 57%.
+30% 
5.5p 
+57% 
+17% 
The board has decided to 
recommend a dividend of 5.5p  
per share compared with 3.5p  
for the previous year. The dividend 
is subject to approval by 
shareholders at the Annual General 
Meeting and has not been 
included as a liability in these 
financial statements.
Discretionary funds under 
management rose from £1,181 
million to £1,386 million, an 
increase of 17%.
Funds under Management, £m Pre tax profit, £m Turnover, £m
2005
412
2005
0.62
2005
5.67
2006
638
2006
0.82
2006
8.17
2007
915
2007
1.60
2007
12.53
2008
1,181
2008
16.78
2009
1,386
2009
3.18
2009
21.8
2008
2.03 Annual Report & Accounts 2009 Brooks Macdonald Group plc
2
Brooks Macdonald Group plc is 
an AiM listed integrated wealth 
management group. The group 
consists of three companies: 
Brooks Macdonald Asset 
Management Limited, a 
discretionary asset management 
business; Brooks Macdonald 
Financial Consulting Limited, a 
financial advisory and employee 
benefits consultancy; and Brooks 
Macdonald Nominees Limited, a 
non-FSA regulated company 
that provides in-house custody, 
nominee and dealing services.
Brooks Macdonald Asset Management 
provides a bespoke, fee based, investment 
management service to high net worth 
individuals, charities and trusts. It has offices 
in London, Manchester, Winchester, 
Tunbridge Wells, and Edinburgh.
Brooks Macdonald Financial Consulting is 
London based and provides fee based, 
independent advice to high net worth 
individuals, families and businesses.
The Brooks Macdonald Group has developed 
under stable management since formation in 
1991 and now has in excess of 140 staff 
throughout the UK. In 2005 the group listed 
on AiM. Management and staff retain 
considerable ownership of the business.
Group Overview
55 King Street Manchester M2 4LQ
Manchester
Church Court Waltham Chase Hampshire SO32 2LN
Winchester
2 Mount Ephraim Rd Tunbridge Wells Kent TN1 1EE 
Tunbridge Wells
10 Melville Crescent Edinburgh EH3 7LU 
Edinburgh Annual Report & Accounts 2009
3
Brooks Macdonald Group plc
I am pleased to report another 
successful year for Brooks 
Macdonald, achieved despite 
turbulent market conditions.
On a turnover 30 per cent higher at £21.8 
million, we report a pre-tax profit of £3.18 
million compared with £2.03 million in the 
previous financial year, an increase of 57 per 
cent. Earnings per share were 22.56p, an 
increase of 82 per cent. 
Funds under management at 30 June 2009 
stood at £1,386 million, compared with 
£1,181 million a year earlier, an increase of 
17 per cent. We are particularly pleased to 
have grown our funds under management 
during a period when markets globally have 
been so challenged.
The Board has decided to recommend a 
dividend of 5.5p per share, compared with 
3.5p for the previous financial year.
In April we opened an office in Tunbridge 
Wells which has got off to a good start and 
which will be expanded by the acquisition 
of Lawrence House, the Kent fund manager 
which we recently announced. We have also 
announced the opening of an office in 
Edinburgh which together with the 
recruitment of a senior team further 
expands our regional presence.
Staff retention has always been a hallmark of 
Brooks Macdonald. With the increase in the 
number of our staff, the board believes that 
it is appropriate to increase the amount of 
share capital over which options can be 
granted from 10 to 15 per cent. 
Shareholders will be asked to approve this 
increase at the AGM on 16 October.
The continued expansion of our business in 
a period of economic uncertainty and 
market volatility reflects a robust investment 
process, our emphasis on client service and 
the strength of our relationships with 
intermediaries and other introducers. It also 
reflects the professionalism and dedication 
of our staff to whom I record my thanks.
Christopher Knight 
Chairman
14 September 2009
“...another successful year 
for Brooks Macdonald, 
achieved despite turbulent 
market conditions.”
Chairman’s Statement
Christopher Knight, Chairman Annual Report & Accounts 2009 Brooks Macdonald Group plc
4
Chief Executive’s Review
This has been a strong year of 
growth for the group in spite of 
poor market conditions. In the first 
half of the financial year equity 
markets in particular faced sharp 
declines and whilst the economic 
position has improved (from a 
very low base) in the second half, 
sentiment still remains fragile. 
Against this backdrop it is 
therefore particularly pleasing to 
be able to report robust growth in 
the business.
Funds under management rose from £1,181 
million in June 2008 to £1,386 million, a rise 
of 17.4 per cent. It is a measure of 
investment performance, service levels and 
marketing success that this increase 
compares favourably to the APCIMS 
Balanced Index that fell 13.84 per cent over 
the year and the FTSE100 that was down 
22.5 per cent. Our strategy is based on 
multiple avenues of growth and I believe 
this puts the group in a strong position 
going forward. We have since the year-end 
announced the purchase of Lawrence House 
Fund Managers, the first acquisition 
undertaken by the group. Clearly the price 
has to be right for both sides but equally 
important are synergies and ‘fit’ and I am 
confident that Lawrence House will add to 
the group in all regards. 
Our regional presence has also increased 
over the year. Our offices in Winchester and 
Manchester have both had strong inflows of 
funds and clients and our most recent office 
outside London, in Tunbridge Wells, has got 
off to a very solid start. In addition we have 
opened an office in Edinburgh this month, 
which is another very exciting opportunity 
for the group. 
In London, our main office, growth remains 
strong and the five fund management 
teams have all shown growth in funds under 
management and the number of clients. In 
addition Financial Consulting and our 
central services have all recruited over the 
financial year. This is imperative as a key 
component of our growth is ensuring that 
we deliver service and performance in equal 
measure to our clients. Financial Consulting 
continues to be an important part of our 
wealth management proposition for private 
clients as well as our employee benefit 
service to corporate clients.
We continue to invest in improving our 
service delivery to clients. We have a highly 
skilled development team, who are 
constantly challenged with improving 
processes and systems. Over the last year 
they have established several third party 
data feeds and technological improvements 
to information systems. In addition we have 
recruited a Service Development Manager 
to head all project work. 
“Our strategy is based on 
multiple avenues for growth 
and I believe this has held us 
in good stead historically and 
puts the group in a strong 
position going forward.“
Chris Macdonald, Chief Executive Annual Report & Accounts 2009
5
Brooks Macdonald Group plc
Chief Executive’s Review
Investment performance in relative terms 
has been strong. Credit needs to be paid to 
our asset allocation committee and indeed 
the individual fund management teams who 
have avoided the major financial ‘landmines’ 
that have been exposed over the last year.
Our two principal services in Asset 
Management are discretionary fund 
management for high net worth clients and 
our discretionary Managed Portfolio Service, 
a fund of funds service for smaller clients. The 
latter is still a relatively new service but has 
grown considerably and has been a 
significant factor, together with our four 
Strategic Alliances, towards our strong profits 
and funds under management growth.
We continue to work closely with the top 
end of the IFA market and professional 
introducers. We have expanded our new 
business development team in all our offices 
as this is a sector to which we remain firmly 
committed. The recently announced Retail 
Distribution Review is encouraging and 
indeed supportive of this strategy as well as 
our own Financial Consultancy company.
In spite of recent, in our opinion poor, 
changes to pension legislation, our growth 
in SIPPs continues unabated. Indeed since 
the changes announced by the Chancellor 
in April, over 50 per cent of our new 
business has continued to be the 
management of SIPPs.
None of the above would have been 
possible without the energy, commitment 
and drive of all members of staff. We are in 
a privileged position of having a very strong 
team at all levels, to whom I extend my 
thanks. Staff numbers have grown to 140 
and I am pleased to state that in spite of 
considerable growth the firm remains a 
vibrant, open and fun place to work. 
The group has had a strong year in both 
absolute and relative terms. We have a strong 
balance sheet, team, client bank, distribution 
and investment model and thus we can 
continue to look forward with confidence.
Chris Macdonald 
Chief Executive
14 September 2009
“The group has had a strong 
year in both absolute and 
relative terms.” Annual Report & Accounts 2009 Brooks Macdonald Group plc
6
Risks and uncertainties 
The principal risks and uncertainties that face the group are:
Financial risks
The group’s principal financial risks and the measures and policies 
for the management of those risks are set out in note 24 to the 
consolidated financial statements.
Non– financial risks
The significant non-financial risks faced by group are as follows:
Reputational risk
The group has a growing reputation as provider of high quality 
investment and wealth management services. There is a risk that 
significant damage to reputation could lead to the loss of existing 
clients as well as impacting on the ability to gain new clients which 
would lead to a fall in financial income. 
Such risk could lead to negative publicity arising from reasons such 
as poor investment performance or client service or regulatory 
censure. This risk is minimised by ensuring the group maintains a 
culture of high ethical and professional standards whilst focussing 
on delivering a first class service to all of our clients. The group 
maintains an independent compliance department which ensures 
conformity with the regulations of the Financial Services Authority 
as well as relevant statute in all of our dealings with our clients. This 
compliance function is monitored by the compliance committee of 
the group board.
Regulatory risk
The sector in which the group operates is heavily regulated and any 
breach of regulations could lead to fines or disciplinary action 
against the group or its staff. The group monitors actual and 
impending changes in regulations in order to assess the impact on 
the business and to ensure that the group has sufficient resources to 
implement any necessary changes. 
Competition risk
Operating in a competitive market there is a risk of loss of existing 
clients due to poor performance, failure to respond to changes in 
the market place, or the loss of key investment professionals. To 
minimise this risk, the group continues to invest in its employees 
and monitors developments in the marketplace in which it operates 
to ensure that the group continues to offer a wide range of services. 
Recruitment policies are designed to attract high quality staff and 
the group regularly reviews and benchmarks its remuneration 
packages and contractual arrangements in order to retain and 
motivate staff. A dedicated training manager provides structured 
training plans in order to ensure all staff continue to develop their 
careers within the group.
Technology risk
A key part of the high quality service delivered to clients is facilitated 
by a flexible and robust IT infrastructure.
New IT projects are regularly reviewed and appraised at board 
meetings in order to ensure that the group continues to develop  
its IT capabilities. As well as our offices in Winchester, Manchester, 
Tunbridge Wells and most recently Edinburgh providing back up 
facilities we have a disaster recovery site based at Heathrow. 
Operational risk
Operational risk is the risk that the group suffers a loss resulting 
from inadequate or failed internal processes, people and systems or 
from external events. The group’s policy to minimise these risks is to 
continuously monitor and review the controls in place to ensure 
these are adequate for the risks involved. 
Risks and uncertainties Annual Report & Accounts 2009
7
Brooks Macdonald Group plc
The directors present herewith their annual report, together with 
the audited financial statements for the group for the year ended  
30 June 2009. 
Principal activities and business review
A review of the group’s activities and future developments,  
which fulfils the requirements of the business review, including  
the financial performance during the year, key performance 
indicators and a description of the principal risks and uncertainties 
facing the group is set out within the Chairman’s statement, the 
Chief Executive’s review and the risks and uncertainties summary on 
pages 3 to 6 which form part of this report. A description of the 
group’s financial risk management objectives and policies and its 
exposure to price, credit, liquidity and cash flow risk is contained in 
note 24 to the consolidated financial statements on pages 31 to 32.
Results and dividends
The profit before taxation for the year was £3,185,423 (2008: 
£2,027,475) and the profit for the year after taxation was 
£2,254,565 (2008: £1,219,091).
The company paid a final dividend during the year of 3.5p (2008: 
2.25p) amounting in total to £349,477 (2008: £220,795) – see note 
8 on page 24.
The directors recommend a dividend of 5.5p per ordinary share 
amounting to £549,178 to be paid after the year end. 
It is proposed that the retained profit of £1,924,136 (2008: 
£998,296) be transferred to reserves.
Directors and their interests
The directors of the company during the year and their beneficial 
interests in the share capital of the company at the beginning and 
end of the year were as follows:
Ordinary shares of 1p 
 At 30 June At 30 June
 2009 2008
C J Knight 71,585 71,585
C A J Macdonald 1,028,308 1,028,308
J M Gumpel 815,379 815,379
S J Jackson 43,462 43,462
N H Lawes 32,262 32,262
R H Spencer 984,058 984,058
S P Wombwell 88,204 88,204
Report of the Directors Annual Report & Accounts 2009 Brooks Macdonald Group plc
8
Report of the Directors
Details of share options held by the directors at the beginning and the end of the year are as follows:
  
 At 30 June Awarded Exercised At 30 June Exercise Earliest Expiry 
Sharesave Scheme 2008 in the year  in the year 2009 price exercise date date
C A J Macdonald 4,795 - - 4,795 196p 01.06.11 30.11.11
J M Gumpel 4,795 - - 4,795 196p 01.06.11 30.11.11
S J Jackson 4,795 - - 4,795 196p 01.06.11 30.11.11
N H Lawes 4,795 - - 4,795 196p 01.06.11 30.11.11
R H Spencer 4,795 - - 4,795 196p 01.06.11 30.11.11
Enterprise Management Incentive Scheme 
C A J Macdonald 10,000 - - 10,000 155p 01.11.08 01.11.15
 17,500 - - 17,500 290.5p 17.10.10 31.10.17
J M Gumpel 10,000 - - 10,000 155p 01.11.08 01.11.15
 12,500 - - 12,500 290.5p 17.10.10 31.10.17
S J Jackson 29,500 - - 29,500 140p 11.03.08 11.03.15
 20,000 - - 20,000 155p 01.11.08 01.11.15
 17,000 - - 17,000 215p 18.10.09 17.10.16
 12,500 - - 12,500 290.5p 17.10.10 31.10.17
N H Lawes 14,000 - - 14,000 140p 11.03.08 11.03.15
 10,000 - - 10,000 155p 01.11.08 01.11.15
 17,000 - - 17,000 215p 18.10.09 17.10.16
 12,500 - - 12,500 290.5p 17.10.10 31.10.17
R H Spencer 10,000 - - 10,000 155p 01.11.08 01.11.15
 12,500 - - 12,500 290.5p 17.10.10 31.10.17
 At 30 June Awarded Exercised At 30 June Base Earliest Expiry 
Phantom Share option scheme 2008 in the year  in the year 2009 price exercise date date
C A J Macdonald - 25,000 - 25,000 218.5 15.10.11 29.10.11
J M Gumpel - 25,000 - 25,000 218.5 15.10.11 29.10.11
S J Jackson - 50,000 - 50,000 218.5 15.10.11 29.10.11
N H Lawes - 50,000 - 50,000 218.5 15.10.11 29.10.11
R H Spencer - 25,000 - 25,000 218.5 15.10.11 29.10.11
C J Knight and S P Wombwell held no share options at either the beginning or the end of the year. 
The average share price during the year was 252.99 pence. Details of the share option schemes are provided in note 14 and note 18 (b) to 
the financial statements. The market price at the end of the year was 295 pence and the highest and lowest price during the year was 306 
pence and 216 pence respectively.
R H Spencer and N H Lawes will retire by rotation at the Annual General Meeting and being eligible will offer themselves for re-election. Annual Report & Accounts 2009
9
Brooks Macdonald Group plc
Report of the Directors
Substantial interests in the company’s shares as at 27 August 2009 
have been advised to the company as follows:
 Number Percentage holding
Liontrust Asset Management  1,279,010 12.77%
C A J Macdonald 1,028,308 10.27%
R H Spencer 984,058 9.82%
Brewin Dolphin Securities 850,604 8.49%
J M Gumpel 815,379 8.14%
Hargreave Hale & Co 801,704 8.00%
Jamiro Properties Inc. 659,537 6.58%
Octopus Investments Limited  437,530 4.37%
A W Butt 346,852 3.46%
Chase Nominees Limited 307,140 3.07%
Payment policy 
The group and company do not apply a specific payment code. The 
payment of suppliers’ invoices is made in accordance with terms 
agreed with suppliers subject to the resolution of any disagreement 
regarding the supply. In the majority of cases, the terms agreed with 
suppliers are for payment within 30 days of their invoice date. At 
the year end, the average trade creditor for both the group and 
company was 31 days (2008: 42 days).
Events since the year end
The final dividend of 5.5p per share is payable on 23 October 2009. 
The final dividend is subject to approval by shareholders at the 
Annual General Meeting.
On 4 September 2009 Brooks Macdonald Asset Management 
Limited, a wholly owned subsidiary of the company, completed the 
acquisition of 100% of the issued share capital of Lawrence House 
Fund Managers Limited for an initial cash consideration of £1.07 
million with a subsequent amount payable in 24 months subject to 
various conditions.
Lawrence House managed around £65 million of funds including 
an OEIC with three sub funds and the operation of the business 
will be transferred to our Tunbridge Wells office from its current 
base in Canterbury.
Auditors
A resolution to re-appoint Moore Stephens LLP as the company’s 
auditors will be put to the forthcoming Annual General Meeting.
Each of the persons who are directors at the time when this report is 
approved has confirmed that:
(a)  so far as each director is aware, there is no relevant audit 
information of which the company’s auditors are unaware; and
(b)  each director has taken all the steps that ought to have been 
taken as a director, including making appropriate enquiries of 
fellow directors and the company’s auditors for that purpose, in 
order to be aware of any information needed by the company’s 
auditors in connection with preparing their report and to establish 
that the company’s auditors are aware of that information.
By Order of the Board
S J JACKSON
Director
14 September 2009 Annual Report & Accounts 2009 Brooks Macdonald Group plc
10
The directors are responsible for preparing the directors’ report  
and the financial statements in accordance with applicable law  
and regulations.
Company law requires the directors to prepare financial statements 
for each financial year. Under that law the directors have elected to 
prepare the financial statements for the group in accordance with 
IFRS as adopted by the European Union and for the company in 
accordance with United Kingdom Generally Accepted Accounting 
Practice (UK GAAP). In accordance with IFRS as adopted by the 
European Union the group financial statements must present fairly 
the financial position and performance of the group. In accordance 
with UK GAAP, the company financial statements must present fairly 
the financial position and performance of the company. Under 
company law directors must not approve the financial statements 
unless they are satisfied that they give a true and fair view. In 
preparing these financial statements, the directors are required to:
•	 	 select	suitable	accounting	policies	and	then	apply	them	
consistently;
•	 	 make	judgements	and	accounting	estimates	that	are	reasonable	
and prudent;
•	 	 state	whether	the	financial	statements	have	been	prepared	in	
accordance with an applicable accounting framework;
•	 	 prepare	the	financial	statements	on	the	going	concern	basis	
unless it is inappropriate to presume that the company and 
group will continue in business.
The directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the company’s 
transactions and disclose with reasonable accuracy at any time the 
financial position of the company and enable them to ensure that 
the financial statements comply with the Companies Act 2006. They 
are also responsible for safeguarding the assets of the company and 
hence for taking reasonable steps for the prevention and detection 
of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the 
corporate and financial information included on the company’s 
website. Legislation in the United Kingdom governing the preparation 
and dissemination of the financial statements may differ from 
legislation in other jurisdictions. 
Statement of Directors’ Responsibilities Annual Report & Accounts 2009
11
Brooks Macdonald Group plc
We have audited the group financial statements of Brooks 
Macdonald Group plc for the year ended 30 June 2009 which 
comprise the consolidated income statement, consolidated balance 
sheet, consolidated cash flow statement, consolidated statement of 
changes in equity and the related notes. 
The financial reporting framework that has been applied in their 
preparation is applicable law and International Financial Reporting 
Standards (IFRSs) as adopted by the European Union.
This report is made solely to the company’s members, as a body, 
in accordance with Sections 495-496 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 auditors
As explained more fully in the Statement of Directors’ 
Responsibilities on page 10, the directors are responsible for the 
preparation of the group financial statements and for being satisfied 
that they give a true and fair view. Our responsibility is to audit the 
group financial statements in accordance with applicable law and 
International Standards on Auditing (UK and Ireland). Those 
standards require us to comply with the Auditing Practices Board’s 
(APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
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 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.
Opinion on financial statements
In our opinion the group financial statements:
	•	 	 give	a	true	and	fair	view	of	the	state	of	the	group’ s	affairs	 
as at 30 June 2009 and of its profit for the year then ended;
•	 	 have	been	properly	prepared	in	accordance	with	IFRSs	as	
adopted by the European Union; and
•	 	 have	been	prepared	in	accordance	with	the	requirements	of	 
the Companies Act 2006 and Article 4 of the IAS Regulation.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the directors’ report for the 
financial year for which the group financial statements are prepared 
is consistent with the group financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, 
in our opinion:
•	 	 certain	disclosures	of	directors’	remuneration	specified	by	law	
are not made; or
•	 	 we	have	not	received	all	the	information	and	explanations	we	
require for our audit.
Other matter
We have reported separately on the parent company financial 
statements of Brooks Macdonald Group plc for the year ended  
30 June 2009. 
Colin Moore (Senior Statutory Auditor)
For and behalf of Moore Stephens LLP, statutory auditor
St Paul’s House
Warwick Lane
London EC4M 7BP
14 September 2009
Independent Auditor’s Report 
to the members of Brooks Macdonald Group plc Annual Report & Accounts 2009 Brooks Macdonald Group plc
12
Consolidated Income Statement
for the year ended 30 June 2009
 Note 2009 2008 
  £  £
Revenue  3 21,752,209 16,786,350
Administrative costs  (18,765,646) (15,074,405)
Operating profit 4 2,986,563 1,711,945
Finance income  6 198,860 315,530
Profit before taxation  3,185,423 2,027,475
Taxation 7 (930,858) (808,384)
Profit for the year  2,254,565 1,219,091
 
Earnings per share   
Basic 20 22.56p 12.41p
Diluted 20 22.26p 12.08p 13
Brooks Macdonald Group plc Annual Report & Accounts 2009
Consolidated Balance Sheet 
as at 30 June 2009
 Note 2009 2008 
  £  £
Assets
Non-current assets   
Property, plant and equipment  9 1,471,160 876,941
Intangible assets 10 406,849 605,271
Deferred tax assets 11 144,784 20,980
Total non-current assets   2,022,793 1,503,192
Current assets
Trade and other receivables 12 3,507,191 2,840,270
Financial assets 13 - -
Cash and cash equivalents  8,347,287 5,923,712
Total current assets  11,854,478 8,763,982
Total assets  13,877,271 10,267,174
Current liabilities    
Trade and other payables   (4,828,172) (4,037,849)
Current tax liabilities  (767,326) (310,482)
Total current liabilities  14 (5,595,498) (4,348,331)
   
Non-current liabilities   
Non-current provisions 15 (188,710) (53,607)
Other non-current liabilities 16 (14,063) (20,313)
Total non-current liabilities   (202,773) (73,920)
Net assets  8,079,000 5,844,923
Financed by:   
Equity
Share capital 18 100,162 99,850
Share premium account 19 1,621,303 1,571,031
Other reserves  1,073,260 813,903
Retained earnings  5,284,275 3,360,139
Total equity  8,079,000 5,844,923
Approved and authorised for issue by the Board of directors on 14 September 2009 
C A J Macdonald  S J Jackson 
Chief Executive  Finance Director  Annual Report & Accounts 2009 Brooks Macdonald Group plc
14
Consolidated Cash Flow Statement
for the year ended 30 June 2009
 Note 2009 2008 
  £  £
Cash inflow from operating activities   
Cash generated from operations  17 3,918,440 2,642,457
Taxation paid  (509,035) (836,285)
Net cash generated from operating activities  3,409,405 1,806,172
Cash flow from investing activities    
Purchase of property, plant and equipment  (923,814) (605,519)
Purchase of intangible assets   (20,907) (534,636)
Interest received 6 198,860 315,530
Purchase of Gilt  (738,393) -
Sale of Gilt  797,317 -
Net cash used in investing activities  (686,937) (824,625)
Cash flows from financing activities  
Proceeds of issue of shares  50,584  206,840
Dividend paid to shareholders  (349,477) (220,795)
Net cash used in financial activities  (298,893) (13,955)
Net increase in cash and cash equivalents  2,423,575 967,592
Cash and cash equivalents at start of year  5,923,712 4,956,120
Cash and cash equivalents at end of year  8,347,287 5,923,712 Annual Report & Accounts 2009
15
Brooks Macdonald Group plc
Consolidated statement of changes in equity
for the year ended 30 June 2009
 Share Share premium Share option Merger Retained 
 capital account reserve reserve earnings Total 
 £ £ £ £ £ £
At 1 July 2007  98,131 1,365,910 357,322 191,541 2,361,843 4,374,747
Profit for the year - - -  - 1,219,091  1,219,091
Share based payments - - 237,969 - - 237,969
Deferred tax-share options - - 27,071 - - 27,071
 - - 265,040 - 1,219,091 1,484,131
Dividends paid - - - - (220,795) (220,795)
Shares issued 1,719 205,121 - - - 206,840
At 30 June 2008 99,850 1,571,031 622,362 191,541 3,360,139 5,844,923
Profit for the year - - - - 2,254,565 2,254,565
Share based payments  - - 189,622 - - 189,622
Share based payment awards - - (19,048) - 19,048 -
Deferred tax-share options - - 88,783 - - 88,783
 - - 259,357 - 2,273,613 2,532,970
Dividends paid - - - - (349,477) (349,477)
Shares issued  312 50,272 - - - 50,584
 At 30 June 2009 100,162 1,621,303  881,719 191,541 5,284,275 8,079,000 Annual Report & Accounts 2009 Brooks Macdonald Group plc
16
General information
Brooks Macdonald Group plc is a public limited company, incorporated and domiciled in the United Kingdom.
The general accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied 
consistently to all the years presented unless otherwise stated. 
1. Principal accounting policies
(a) Accounting conventions
  The financial statements have been prepared on the historical cost basis and in accordance with IFRS as adopted by the European Union.  
The group has adopted all new and revised standards and interpretations issued by the International Accounting Standards Board and the 
International Financial Reporting Interpretations Committee that are relevant to the group’s operations and effective for annual reporting periods 
beginning 1 July 2008. There have been no new standards adopted in the year that have had an effect on the entity. 
 (b) Standards and interpretations which become effective in future periods 
  The group has not decided to early adopt the following standards and interpretations, and revisions to existing standards and interpretations. 
Although relevant, they are not expected to have a material impact on the group’s results, financial position and disclosures unless otherwise noted:
  IAS 1 – “Presentation of Financial Statements” (Revised) effective for accounting periods beginning on or after 1 January 2009. The amendment 
to the standard requires the preparation of a statement of comprehensive income either to replace or to complement the current income 
statement. In addition, restatements or reclassifications of comparative balance sheet information will include a restatement of the opening 
balance sheet of the comparative period. There are also terminology changes.
  IFRS 2 – “Share-based payments” effective for accounting periods beginning on or after 1 January 2009. The amendments clarify that vesting conditions 
comprise only service conditions and performance conditions, and specifies the accounting treatment for a failure to meet a non-vesting condition.
   IFRS 3 – “Business Combinations” (Revised) effective for accounting periods beginning on or after 1 July 2009. The revised standard introduces a 
number of changes in the accounting for business combinations that impact on the amount of goodwill recognised, the reported results in the 
period that an acquisition occurs and future reported results. The effect on the financial statements will depend on the incidence and timing of 
future changes in the group.
  IAS27 – “Consolidated and Separate Financial Statements” (Amendments) effective for accounting periods beginning on or after 1 July 2009.  
The amendments provide new guidance on accounting changes in the interests in subsidiaries. The effect on the financial statements will depend 
on the incidence and timing of future changes in the group.
  IFRS 7 – “Financial Instruments Disclosures” effective for accounting periods beginning on or after 1 January 2009. Amendments relating to the 
reclassification of financial assets. This will require greater detail about certain types of financial instruments which if applicable to the group will 
require additional disclosure.
   IFRS 8 – “Operating Segments” effective for accounting periods beginning on or after 1 January 2009. This standard replaces IAS 14 “Segment 
Reporting” and will require a change in the disclosure of segmental information.
  There are a number of other standards and interpretations, and revisions to existing standards and interpretations, including the improvements 
project, in issue but not in force at 30 June 2009. These are not considered likely to have a material impact on the group’s financial statements. 
(c) Critical accounting estimates and judgements
  The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amount of 
revenues, expenses, assets and liabilities and the disclosure of contingent liabilities. If in the future such estimates and assumptions which, are 
based on management’s best judgement at the date of preparation of the financial statements, deviate from actual circumstances, the original 
estimates and assumptions will be modified as appropriate in the period in which the circumstances change. The areas where a higher degree of 
judgement or complexity arise, or areas where assumptions and estimates are significant to the consolidated financial statements in particular are 
revenue and share based payments and are discussed below.
Notes to the Financial Statements  Annual Report & Accounts 2009
17
Brooks Macdonald Group plc
1. Principal accounting policies – continued
(d) Business combinations
  The group’s financial statements comprise a consolidation of the accounts of the parent company (Brooks Macdonald Group plc) and its 
subsidiaries. The underlying financial statements of the subsidiaries are prepared for the same reporting year as the parent company, using 
consistent accounting policies. Subsidiaries are entities controlled by the company and control exists when the company has the power to 
govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of the subsidiaries 
are included from the date on which control is transferred to the group to the date that control ceases.
 All intra-group transactions and balances are eliminated on consolidation.
  The group has taken advantage of the exemption in IFRS 1 and has decided not to apply IFRS 3 to business combinations prior to the date  
of transition to IFRS.
(e) Revenue
 Revenue recognition
  Revenue represents the fair value of consideration received or receivable from clients for services provided by the group, net of discounts  
and VAT, after eliminating sales within the group. Revenue is recognised as follows:
 Provision of services
  Fees and commissions receivable and payable are recognised in the accounting period in which the services are provided. Provision is made 
for all foreseeable future losses.
 Interest 
  Revenue is recognised as the interest accrues (using the effective interest rate that exactly discounts estimated future cash receipts through  
the expected life of the financial instrument) to the net carrying amount of the financial asset. 
(f) Cash and cash equivalents 
  Cash comprises cash in hand and cash on demand deposits which may be accessed without penalty. Cash equivalents comprise short term 
highly liquid investments with a maturity of less than three months from the date of acquisition.
(g) Share based payments
  The group provides equity and cash settled share-based payment transactions in respect of services received from certain employees.  
The fair value of the services received is measured by reference to the fair value of the shares or share options granted on the date of the 
grant. The cost of the employee services received in respect of the shares or share options granted is recognised in the income statement over 
the vesting period, with a corresponding credit to equity or accruals depending on the nature of the scheme.
  The fair value of the options granted is determined using option pricing models, which take into account the exercise price of the option,  
the current share price, the risk free interest rate, the expected volatility of the company’s share price over the life of the option/award and 
other relevant factors.
  The group also operates a phantom cash settled share based scheme. On the grant date, the liability incurred is measured at fair value.  
The liability is re-measured at the end of each reporting period and at the date of settlement, with any changes in fair value recognised  
in the profit and loss account. 
(h) Segmental reporting 
  A business segment is a group of assets and operations engaged in providing services that are subject to risks and returns that are different 
from those of other business segments. Direct costs are allocated to the segment that generated the cost. Indirect costs are allocated to 
reporting segments so as to reflect the proportion of the cost that each segment has generated, on a pro-rata basis.
Notes to the Financial Statements  Annual Report & Accounts 2009 Brooks Macdonald Group plc
18
1. Principal accounting policies – continued
(i) Fiduciary activities 
  The group commonly acts as trustees and in other fiduciary capacities that result in the holding or placing of assets on behalf of individuals, 
trusts, retirement benefit plans and other institutions. These assets and income arising thereon are excluded from these financial statements, as 
they are not assets of the group.
  The group holds money on behalf of some clients in accordance with the Client Money Rules of the Financial Services Authority. Such monies 
and the corresponding liability to clients are not included within the balance sheet as the group is not beneficially entitled thereto.
(j) Property, plant and equipment
  Property, plant and equipment is included in the balance sheet at cost less accumulated depreciation and any provisions for impairment.
  Provision is made for depreciation on all property, plant and equipment at rates calculated to write off the cost or valuation, less estimated 
residual value, of each asset over its expected useful life, as follows:
 Fixtures and fittings   15% per annum
 Equipment   20% per annum
  The assets’ residual lives are reviewed, and adjusted if appropriate, at the balance sheet date. Gains and losses on disposals are determined by 
comparing proceeds with the carrying amount. These are included in the income statement.
(k) Intangible assets
  Intangible assets that are acquired by the group are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged 
to profit and loss on a straight line basis over the estimated useful lives of the intangible asset. The estimated useful life is five years.
(l) Financial assets 
  The group classifies its financial assets as loans and receivables which are non-derivative financial assets with fixed or determinable payments 
that are not quoted on an active market. 
(m) Provisions
  Provisions are recognised when the group has a present obligation as a result of a past event which it is probable will result in an outflow of 
economic benefits that can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle 
the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.
(n) Foreign currency translation
  The group’s functional and presentation currency is sterling. Foreign currency transactions are translated using the exchange rate prevailing at 
the transaction date. Foreign exchange gains and losses resulting from settlement of such transactions and from the translation of period end 
monetary assets and liabilities are recognised in the income statement.
(o) Retirement benefit costs
 Contributions in respect of the group’s defined contribution retirement scheme are charged to the income statement as they fall due.
Notes to the Financial Statements  Annual Report & Accounts 2009
19
Brooks Macdonald Group plc
1. Principal accounting policies – continued
(p) Taxation 
  Tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the 
year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
  Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and 
their carrying amounts in the group financial statements. Deferred tax assets and liabilities are measured at the tax rates that are expected to 
apply to the period when the asset is realised or the liability settled based on its tax rates (and laws) that have been enacted or substantially 
enacted by the balance sheet date.
  Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary 
differences can be utilised.
(q) Trade receivables 
  Trade receivables are recognised and carried at original invoice amount less an allowance for any uncollectable amounts. Doubtful debts are 
provided for when the collection of the full amount is no longer probable, whilst bad debts are written off when identified.
(r) Operating lease payments 
  Rents due under operating leases are charged to income statement on a straight line basis over the term of the lease. The group benefited from 
a rent-free period under the terms of the current property lease. The benefit is being allocated over the shorter of the lease term and the date of 
the market review specified in the lease. During the rent-free period a rental charge has been recognised in the income statement and accrued 
as a liability in the balance sheet.
Notes to the Financial Statements  Annual Report & Accounts 2009 Brooks Macdonald Group plc
20
2. Segmental information
For the purposes of reporting under IAS14 (Segment Reporting), the group’s activities are split into two operating divisions, investment management 
and financial planning. The group’s other activity, offering nominee and custody services to clients, has been included within investment 
management. These divisions are the basis on which the group reports its primary segmental information.
Revenues and expenses are allocated to the business segment that originated the transaction. Revenues and expenses that are not directly originated 
by a business segment are reported as unallocated. Centrally incurred expenses are allocated to business segments on an appropriate pro-rata basis. 
Segmental assets and liabilities comprise operating assets and liabilities, being the majority of the balance sheet. 
 Investment Financial 
 management planning  Total 
Year ended 30 June 2009 £ £ £
Total revenues 20,604,186 2,467,083 23,071,269
Intra company revenues (1,006,094)  (312,966) (1,319,060)
External revenues 19,598,092 2,154,117 21,752,209
Segmental result 4,499,210 75,182 4,574,392
Unallocated items   (1,388,969)
Profit before tax   3,185,423
Taxation   (930,858)
Profit for the year   2,254,565
At 30 June 2009   
Segment assets 11,666,861 2,182,540 13,849,401
Unallocated assets   27,870
Total assets   13,877,271
Segment liabilities  3,569,073 1,414,935 4,984,008
Unallocated liabilities   814,263
Total liabilities   5,798,271
Capital expenditure   923,814 923,814
Depreciation  548,924 548,924
Provisions charged 212,981 73,210 286,191
Provisions utilised  69,088 82,000 151,088
Notes to the Financial Statements  Annual Report & Accounts 2009
21
Brooks Macdonald Group plc
2. Segmental information – continued
 Investment Financial 
 management planning  Total 
Year ended 30 June 2008 £ £ £
Total revenues 14,404,098 2,648,611 17,052,709
Intra company revenues (266,359)  (266,359)
External revenues 14,137,739 2,648,611 16,786,350
Segmental result 2,163,496 127,021 2,290,517
Unallocated items   (263,042)
Profit before tax   2,027,475
Taxation   (808,384)
Profit for the year   1,219,091
At 30 June 2008   
Segment assets 7,711,961 1,426,073 9,138,034
Unallocated assets   1,129,140
Total assets   10,267,174
Segment liabilities  (2,299,596) (1,495,319) (3,794,915)
Unallocated liabilities   (627,336)
Total liabilities   (4,422,251)
Capital expenditure   605,519 605,519
Depreciation  489,150 489,150
Provisions charged (9,607) (23,000) (32,607)
Provisions utilised  (66,000) (117,990) (183,990)
Geographical segments
The group’s operations are all located in the United Kingdom.
3.  Revenue
  2009 2008 
  £ £
Fee income  20,512,693 15,099,265
Financial services commissions  1,158,360 1,582,469
Other income  81,156 104,616
  21,752,209 16,786,350
Notes to the Financial Statements  Annual Report & Accounts 2009 Brooks Macdonald Group plc
22
4. Operating profit
  2009 2008 
  £ £
This is stated after charging/(crediting):
Rent receivable  (19,733) (104,616)
Staff costs (see note 5)  9,124,199 7,812,915
Auditors’ remuneration (see below)  96,523 60,086
Depreciation  329,595 194,347
Operating leases – buildings  397,020 345,000
Profit on disposal of investment securities   (58,924) -
(Profit)/losses on foreign exchange  (1,859) 470
   
  2009 2008 
  £ £
A more detailed analysis of auditors’ remuneration is provided below:
Fees payable to the company’s auditors for the audit of the company’s annual accounts  1,000 1,000
Fees payable to the company’s auditors for other services to the group:
- audit of the company’s subsidiaries pursuant to legislation  58,903 52,370
- other services pursuant to legislation  6,255 6,716
Services relating to corporate finance transactions  30,365 - 
  96,523 60,086
5. Employee information 
(a) Staff costs
  2009 2008 
  £ £
Wages and salaries  7,957,195 6,827,877
Social security costs  933,041 797,110
Pension costs  233,963 187,928
  9,124,199 7,812,915
Pension costs are in respect of a defined contribution retirement scheme.
(b) The average monthly number of employees during the year including directors was made up as follows:
  2009 2008
Support staff  70 56
Professional staff  53 47
  123 103
Notes to the Financial Statements  Annual Report & Accounts 2009
23
Brooks Macdonald Group plc
5. Employee information – continued
(c) Directors’ emoluments
Key management personnel are considered to comprise the company directors.
  2009 2008 
  £ £
Fees and salaries  1,517,775  1,298,000
Non executive directors’ fees  51,075  48,875
Pension contributions – defined contribution retirement scheme  121,166  92,760
Benefits in kind  10,858  13,842
Share based payments  92,143 74,009
  1,793,017  1,527,486
Highest paid director  
Remuneration and benefits in kind  455,510  367,588
Pension contribution to defined contribution retirement scheme   30,566  23,400
  486,076  390,988
Retirement benefits are accruing to five directors (2008: five) under a defined contribution retirement scheme.
(d) Share option schemes
Following its admission to AiM the company set up two share option schemes, a Sharesave Scheme 2005 and an Enterprise Management Incentive 
(EMI) Scheme.
The Sharesave Scheme enables all eligible employees to participate in a scheme whereby they enter into a savings contract for a period of three 
years. At the end of the three years they receive a bonus payment and the right to subscribe for a number of ordinary shares at the option price up 
to the maximum value of their savings contract. 
The EMI scheme is an incentive scheme used by the company to offer share options to key employees and directors of the group as a part of their 
remuneration package in addition to their basic pay, performance bonus and other benefits. The share options granted under the EMI scheme are 
subject to performance conditions being met by the company.
Grants of EMI share options to employees and directors of the group which when in total exceed the limits of the scheme form unapproved share 
options which are subject to the same rules and performance conditions of the EMI scheme (note 18).
During the financial year, group started a phantom share option scheme, which is a cash settled scheme, details of which are given in note 14.
6. Finance income
  2009 2008 
  £ £
Bank interest  193,314 315,530
Other interest  5,546 -
  198,860 315,530
Notes to the Financial Statements  Annual Report & Accounts 2009 Brooks Macdonald Group plc
24
7. Taxation
  2009 2008 
  £ £
The tax charge on the profit on ordinary activities for the year was as follows:
UK corporation tax @ 28% (2008: 29.5%)  961,120 640,200
Overprovision in prior years  (40,074) -
Deferred taxation   9,812 168,184
  930,858 808,384
   
Factors affecting the charge for the year  
Profit on ordinary activities before tax  3,185,423 2,027,475
  
Profit on ordinary activities multiplied by the standard rate of tax in the UK of 28% (2008: 29.5%) 891,918 598,105
Disallowable expenses  198,345 93,355
Excess of capital allowances over depreciation and timing differences  (119,382) (43,948)
Overprovision in prior years  (40,074) -
Profits taxed at small companies rate   - (7,312)
Share options exercised - tax relief  (9,791) -
Deferred taxation charge - (see note below)  9,812 168,184
Actual tax charge  930,858 808,384
The deferred taxation charge of £9,812 represents a credit of £35,021 (2008: charge of £103,952) arising out of the share option reserve at the 
balance sheet date and a charge of £44,833 (2008: £64,232) relating to accelerated capital allowances.
8. Dividends 
  2009 2008 
  £ £
Paid final dividend on ordinary shares of 3.5p (2008: 2.25p)  349,477 220,795 
A dividend of 5.5p per ordinary share amounting to £549,178 is recommended to be paid after the year end.
Notes to the Financial Statements  Annual Report & Accounts 2009
25
Brooks Macdonald Group plc
9. Property, plant and equipment 
  Fixtures and fittings Equipment Total 
 £  £  £
Cost   
At 1 July 2008 208,245 1,625,050 1,833,295
Additions 73,416 850,398 923,814
At 30 June 2009 281,661 2,475,448 2,757,109
   
Depreciation   
At 1 July 2008 105,145 851,209 956,354
Charge for the year 26,458 303,137 329,595
At 30 June 2009 131,603 1,154,346 1,285,949
   
Net book value  
At 30 June 2008 103,100 773,841 876,941
At 30 June 2009 150,058 1,321,102 1,471,160
  Fixtures and fittings Equipment Total 
 £  £  £
Cost   
At 1 July 2007 169,022 1,058,754 1,227,776
Additions 39,223 566,296 605,519
At 30 June 2008 208,245 1,625,050 1,833,295
   
Depreciation   
At 1 July 2007 83,356 678,651 762,007
Charge for the year 21,789 172,558 194,347
At 30 June 2008 105,145 851,209 956,354
   
Net book value 
At 30 June 2007 85,666 380,103 465,769
At 30 June 2008 103,100 773,841 876,941
Notes to the Financial Statements  Annual Report & Accounts 2009 Brooks Macdonald Group plc
26
10. Intangible assets
Intangible assets relate to payments made to key fee earners in return for an alternative commission structure and deferred payments in respect of 
the acquisition of new teams of fund managers.
   £
Cost
At 1 July 2008    1,264,423
Additions   20,907
At 30 June 2009   1,285,330
 
Amortisation
At 1 July 2008   659,152
Charge for the year   219,329
At 30 June 2009   878,481
 
Net book value at 30 June 2009   406,849
   £
Cost
At 1 July 2007   729,787
Additions   534,636
At 30 June 2008   1,264,423
 
Amortisation
At 1 July 2007   364,349
Charge for the year   294,803
At 30 June 2008   659,152
 
Net book value at 30 June 2008   605,271
11. Deferred tax asset
  2009 2008 
  £ £
At 1 July 2008  20,980 162,093
Amounts credited/(charged) to income statement  35,021 (168,184)
Share based payments  88,783 27,071
At 30 June 2009  144,784 20,980
Notes to the Financial Statements  Annual Report & Accounts 2009
27
Brooks Macdonald Group plc
12. Trade and other receivables
  2009 2008 
  £ £
Trade receivables   701,945 769,624
Other receivables  167,900 87,253
Prepayments and accrued income  2,637,346 1,983,393
  3,507,191 2,840,270
13. Financial assets
   £
Cost
At 1 July 2008    15,305
Additions - Gilt   738,393
Disposals - Gilt   (738,393)
At 30 June 2009   15,305
 
Impairment
At 1 July 2008     15,305
Provision for the year   -
At 30 June 2009   15,305
Net book value 
At 30 June 2008    -
At 30 June 2009    -
The investments at the balance sheet date comprised of investments listed on the London Stock Exchange. The market value of the investments was nil.
14. Current liabilities
  2009 2008 
  £ £
Trade payables  1,409,014 1,077,201
Corporation tax liabilities  767,326 310,482
Other taxes and social security costs  823,600 763,021
Other payables  257,832 384,213
Accruals and deferred income  2,337,726 1,813,414
  5,595,498 4,348,331
Included in accruals and deferred income is an accrual of £188,978 (2008: £nil) in respect of a phantom share option scheme, which was approved 
by the group’s directors in October 2008. The scheme is a cash settled plan and the payments made to participants in respect of awards are in the 
form of cash. The phantom scheme is awarded at no cost to the participants. The amount that is ultimately paid to the participants of the scheme is 
equal to the increase in market value of the ordinary shares determined after a three year vesting period. The awards will be vested after three years 
only to the extent that the performance conditions are satisfied. 
Notes to the Financial Statements  Annual Report & Accounts 2009 Brooks Macdonald Group plc
28
14. Current liabilities – continued
These awards will be forfeited in total if the performance fails to meet the minimum criteria. The options granted were valued on the basis of the 
market prices at the time the options were granted and were calculated using the Black Scholes method, details of which are given in note 18. The 
number of options at the balance sheet is stated below:
 2009 2009  2008 2008 
 Number  Weighted average Number Weighted average 
Phantom Scheme of options base price (£) of options base price (£)
At 1 July 2008 - - - -
Granted in the year 474,000 2.185 - -
Forfeited in the year (5,000) 2.185 - -
At 30 June 2009 469,000 2.185 - -
15. Non-current provisions
  2009 2008 
  £ £
At 1 July 2008  53,607 204,990
Charged to income statement  286,191 32,607
Paid during the year  (151,088) (183,990)
At 30 June 2009  188,710 53,607
Provisions for client compensation payments relate to the potential liability resulting from client complaints against the group. The complaints are 
assessed on a case by case basis and provisions for compensation are made where judged necessary. Complaints are on average settled within eight 
months (2008: eight months) from the date of notification of the complaint.
16. Other non-current liabilities
  2009 2008 
  £ £
Other payables  14,063 20,313
17. Reconciliation of operating profit and net cash inflow from operating activities
  2009 2008 
  £ £
Operating profit  2,986,563 1,711,945
Depreciation  329,595 194,347
Amortisation of intangible assets  219,329 294,803
Profit on disposal of Gilt  (58,924) -
Financial assets written down  -  37
Increase in debtors  (666,921) (99,777)
Increase in creditors  784,073 454,516
Increase/(decrease) in provisions  135,103 (151,383)
Share based payments  189,622 237,969
Net inflow  3,918,440 2,642,457
Notes to the Financial Statements  Annual Report & Accounts 2009
29
Brooks Macdonald Group plc
18. Share capital
(a) Called up share capital
  Authorised Authorised 
  2009 2008 
  £ £
20,000,000 ordinary shares of 1p each  200,000 200,000
  Issued Issued 
  2009 2008 
  £ £
9,985,062 (2008: 9,813,100) ordinary shares of 1p each   99,850 98,131
31,179 (2008: 171,962) shares issued re exercise of options   312 1,719
10,016,241 (2008: 9,985,062) ordinary shares of 1p each  100,162 99,850
During the year 31,179 ordinary shares of 1p each were issued: 16,679 shares related to the Sharesave Scheme which were issued at a value of 176p per 
share and 8,500 and 6,000 shares related to the exercise of Enterprise Management Incentive Scheme options at values of 140p and 155.5p respectively.
(b) Share options - equity based
The company operates an Employee Sharesave Scheme open to all employees and an Enterprise Management Incentive Scheme. Under the schemes 
certain employees hold options to subscribe for shares in the company at prices ranging from 140p to 291p. Options are conditional on the employee 
completing three years’ service and are exercisable three years from grant date. The options have a contractual term of between three and ten years 
depending on the scheme. The company has no legal or constructive obligation to repurchase or settle the options in cash.
 
 2009 2009  2008 2008 
 Number  Weighted average Number Weighted average 
Enterprise Management Incentive Scheme of options exercise price (£) of options exercise price (£)
At 1 July 2008 654,000 2.01 492,000 1.68 
Granted in the year -  - 173,500 2.905
Forfeited in the year  (15,000) 2.52 (1,000) 1.40
Exercised in the year  (14,500) 1.46 (10,500) 1.40
At 30 June 2009  624,500 2.01 654,000 2.01
 2009 2009  2008 2008 
 Number  Weighted average Number Weighted average 
Employee Sharesave Scheme of options exercise price (£) of options exercise price (£)
At 1 July 2008 294,345 2.01 275,079 1.53
Granted in the year  75,474 2.40 193,810 1.96
Forfeited in the year (52,662) 2.08 (13,082) 1.19
Exercised in the year  (16,679) 1.76 (161,462) 1.19
At 30 June 2009 300,478 2.09 294,345 2.01
The options granted under the Employee Sharesave Scheme, the Enterprise Management Incentive Scheme and the phantom scheme (note 14) were 
valued on the basis of market prices at the time the options were granted and were calculated using the Black Scholes method with a 15% volatility, on an 
historic price, covering the period to exercise cessation date. The expected volatility was estimated on the basis of the share price history subsequent to 
flotation. The risk free interest rate was assessed as the yield on gilt edged security with a maturity term of 10 years. The options were valued at prices up 
to £2.91 per share, the charge for the year being £189,622 (2008: £237,969).The weighted average remaining contractual life of share options at the end 
of the year was 4.39 years (2008: 4.93 years). The weighted average share price at the date of exercise for options exercised during the period was £2.70.
Notes to the Financial Statements  Annual Report & Accounts 2009 Brooks Macdonald Group plc
30
19. Share premium account 
  2009 2008 
  £ £
At 1 July 2008  1,571,031 1,365,910
Shares issued re exercise of options  50,272 205,121
At 30 June 2009  1,621,303 1,571,031
20.  Earnings per share
  2009 2008 
  £ £
Earnings  
Profit after tax for the financial year   2,254,565  1,219,091
  
Weighted average number of shares   No. (m)  No. (m)
Number of ordinary shares at start of year  9.98  9.81
Share issues  0.01 0.01
Basic earnings per share denominator  9.99 9.82
Issuable on exercise of options  0.26  0.28
Diluted earnings per share denominator  10.25 10.10
  
Basic earnings per share  22.56p 12.41p
Diluted earnings per share  22.26p 12.08p
21. Lease commitments 
As at the balance sheet date, the group had outstanding obligations under non-cancellable operating leases that fall due as follows:
  2009 2008 
  £ £
Within one year   416,577 397,023
In the second year to fifth year inclusive   491,995 759,686
22. Disclosure of control
There is no controlling party of the company.
Notes to the Financial Statements  Annual Report & Accounts 2009
31
Brooks Macdonald Group plc
23. Client money and funds under management 
  2009 2008 
  £’000 £’000
Clients‘ bank accounts - total balance   404,000 297,000
Funds under management  1,386,000 1,181,000
24. Financial risk management 
The group offers a range of services to private clients, family and charitable trusts and corporate clients. The group uses non-retail funding 
instruments to invest in liquid asset balances and to manage the risks arising from its operations. The group classifies its financial assets as loans and 
receivables which are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market.
The group has a formal structure for managing risk, including established risk lines, reporting lines, mandates and other control procedures. The 
structure is reviewed regularly. The group does not use derivative financial instruments for risk management purposes.
(a) Liquidity risk
Liquidity risk is the risk that the group is unable to meet its payment obligations associated with its financial liabilities when they fall due.
The primary objective of the group’s treasury policy is to manage short–term liquidity requirements and to ensure that the group maintains a surplus 
of immediately realisable assets over its liabilities such that all known and potential cash obligations can be met. 
The table below presents the cash flows receivable by the group under non-derivative financial assets.
   On demand 
At 30 June 2009   £
Cash and balances at bank   8,347,287
   On demand 
At 30 June 2008   £
Cash and balances at bank   5,923,712
(b) Market risk
Interest rate risk 
Cash flow interest rate risk is the risk the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Cash 
and cash equivalents are invested in short term cash deposits with maturities of no greater than three months. The effect of a 100 basis points 
increase/decrease in interest rates would, have £83,000 (2008: £59,000) impact on the pre-tax profits and equity.
Foreign exchange risk
The group does not have any material exposure to transactional foreign currency risk and, therefore, no foreign exchange risk analysis is provided.
Price risk
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than 
those arising from interest rate risk or currency risk). The group is not exposed to price risk.
Notes to the Financial Statements  Annual Report & Accounts 2009 Brooks Macdonald Group plc
32
24. Financial risk management – continued
Credit risk
The group invests some of its surplus funds in highly liquid market instruments. Such investments have a maturity no greater than three months. The 
difference between the book and the fair value of these instruments is not significant. To reduce the risk of a counterparty default the group deposits 
the rest of its funds in approved high quality banks. At the balance sheet date there were no significant concentrations of credit risk.
  2009 2008 
  £ £
Credit risk relating to on balance sheet exposures:
Cash and balances at bank  8,347,287 5,923,712
Trade receivables are analysed below:
Carrying amount  701,945 769,624
Neither past due nor impaired  701,945 769,624
No external credit ratings are acquired with regard to the trade receivables as collateral is held by the group in excess of the total value of the receivables.
25. Capital management 
Capital is defined as the total of share capital, share premium, retained earnings and other reserves. Total capital at 30 June 2009 was £8,079,000 
(2008: £5,844,923). Regulatory capital is determined in accordance with the requirements of the Financial Services Authority (FSA) in the UK.
The group’s objectives when managing capital are to comply with the capital requirements set by the FSA, to safe guard the group’s ability to 
continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders and to maintain a strong 
capital base to support the development of the business.
Capital adequacy and the use of regulatory capital are monitored daily by the group’s management. 
26. Guarantees 
During the year the company undertook a guarantee to the Royal Bank of Scotland to guarantee settlement for trading with CREST stock on behalf 
of clients. The company holds client assets to fund such trading activity.
Notes to the Financial Statements  Annual Report & Accounts 2009
33
Brooks Macdonald Group plc
27. Related party transactions 
Certain directors have taken advantage of the facility to have interest free season ticket loans which are available to all employees. The directors who 
have such loans are as follows:
 2009 2009  2008 2008 
 £ £ £ £ 
Director Loan Balance  Maximum amount Loan Balance  Maximum amount
C A J Macdonald Nil Nil Nil 5,437
J M Gumpel 3,910 4,692  Nil 3,812
S J Jackson 3,724 7,488  3,578 7,155
N H Lawes Nil 3,700 Nil 3,472
R H Spencer 1,350 4,950 Nil 416
28. Events after the balance sheet date 
On 4 September 2009 Brooks Macdonald Asset Management Limited, a wholly owned subsidiary of the company, completed the acquisition of 
100% of the issued share capital of Lawrence House Fund Managers Limited for an initial cash consideration of £1.07 million with a subsequent 
amount payable in 24 months subject to various conditions.
Lawrence House manages around £65 million of funds including an OEIC with three sub funds and the operation of the business will be transferred 
to our Tunbridge Wells office from its current base in Canterbury.
Notes to the Financial Statements  Annual Report & Accounts 2009 Brooks Macdonald Group plc
34
We have audited the parent company financial statements of Brooks 
Macdonald Group plc for the year ended 30 June 2009 which comprise 
the parent company balance sheet, and the related notes. The financial 
reporting framework that has been applied in their preparation is 
applicable law and United Kingdom Accounting Standards (United 
Kingdom Generally Accepted Accounting Practice).
This report is made solely to the company’s members, as a body, in 
accordance with Sections 495-496 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 auditors
As explained more fully in the statement of directors‘ responsibilities 
on page 10, the directors are responsible for the preparation of the 
parent company financial statements and for being satisfied that they 
give a true and fair view. Our responsibility is to audit the parent 
company financial statements in accordance with applicable law and 
International Standards on Auditing (UK and Ireland). Those standards 
require us to comply with the Auditing Practices Board’s (APB’s) Ethical 
Standards for Auditors.
Scope of the audit of the financial statements
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 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.
Opinion on financial statements
In our opinion the parent company financial statements:
•	 	 give	a	true	and	fair	view	of	the	state	of	company’ s	affairs	at	 
30 June 2009
•	 	 have	been	properly	prepared	in	accordance	with	United	Kingdom	
Generally Accepted Accounting Practice; and
•	 	 have	been	prepared	in	accordance	with	the	requirements	of	the	
Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
•	 	 the	information	given	in	the	directors’	report	for	the	financial	year	
for which the financial statements are prepared is consistent with 
the parent company financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the 
Companies Act 2006 requires us to report to you if, in our opinion:
•	 	 adequate	accounting	records	have	not	been	kept	by	the	parent	
company, or returns adequate for our audit have not been received 
from branches not visited by us; or
•	 	 the	parent	company	financial	statements	are	not	in	agreement	with	
the accounting records and returns; or
•	 	 certain	disclosures	of	directors’	remuneration	specified	by	law	are	
not made; or
•	 	 we	have	not	received	all	the	information	and	explanations	we	
require for our audit.
Other matter
We have reported separately on the group financial statements of Brooks 
Macdonald Group plc for the year ended 30 June 2009 
Colin Moore (Senior Statutory Auditor)
For and on behalf of Moore Stephens LLP, Statutory Auditor 
St Paul’s House
Warwick Lane
London EC4M 7BP
14 September 2009
Independent Auditor’s Report 
to the members of Brooks Macdonald Group plc Annual Report & Accounts 2009
35
Brooks Macdonald Group plc
Company Balance Sheet 
as at 30 June 2009
 Note 2009 2008 
  £  £
Fixed assets
Investments 32 4,885,907 4,696,285
Total fixed assets  4,885,907  4,696,285
Current assets   
Amounts owed by subsidiary undertakings   2,311,588 2,000,906
Other debtors  9,359 37,739
Cash at bank and in hand  26,844 1,006,189
Total current assets  2,347,791 3,044,834
Creditors: amounts falling due within one year   
Trade creditors   6,410 22,842
Amounts owed to subsidiary undertakings   4,000,000 4,000,000
Other creditors  5,199 5,199
Accruals and deferred income   809,016 599,296
Total current liabilities   4,820,625 4,627,337
Net current liabilities  (2,472,834) (1,582,503)
Net assets  2,413,073 3,113,782
Financed by:   
Equity
Share capital 33 100,162 99,850
Share premium account  1,621,303 1,571,031
Share option reserve  647,782 458,160
Retained earnings 34 43,826 984,741
Shareholders’ funds 35 2,413,073 3,113,782
Approved by the Board of directors on 14 September 2009 and signed on its behalf 
C A J Macdonald  S J Jackson 
Chief Executive  Finance Director  Annual Report & Accounts 2009 Brooks Macdonald Group plc
36
29. Principal accounting policies
(a) Basis of accounting
  The financial statements have been prepared under the historical cost convention. They have been drawn up to comply with applicable 
accounting standards within the United Kingdom. 
  The company has taken advantage of the exemption conferred by FRS 29 not to present the disclosures required by that standard relating to 
the financial risks in the company’s solus accounts.
  The principal accounting policies of the company are set out below. They have been applied consistently throughout the year and preceding year.
(b) Investments in subsidiary companies 
 Investments in subsidiaries are carried at cost less provisions for impairment.
(c) Deferred taxation
  Deferred taxation is provided in full on timing differences which result in an obligation at the balance sheet date, at rates that are expected to 
apply when they crystallise based on current tax rates and law. 
  Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in 
which they are included in the financial statements. Deferred tax assets and liabilities are not discounted.
(d) Share based payments
  The company has applied the requirements of FRS 20 “Share-Based Payments” and has adopted the requirements of UITF 44. Equity settled 
share based payments are measured at fair value at the date of the equity settled share based instrument is expensed on a straight line basis 
over the vesting period based on the number of shares that will eventually vest.
(e) Operating lease payments
  Rents due under operating leases are charged to income statement on a straight line basis over the term of the lease. The group benefited from 
a rent-free period under the terms of the current property lease. In accordance with UITF 28 Operating Leases Incentives, the benefit is being 
allocated over the shorter of the lease term and the date of the market review specified in the lease. During the rent-free period a rental charge 
has been recognised in the income statement and accrued as a liability in the balance sheet.
(f) Retirement benefit costs
 Contributions in respect of the group’s defined contribution retirement scheme are charged to the profit and loss account as they fall due.
30. Loss/(2008 profit) for the year
As permitted by Section 408 of the Companies Act 2006 the company has elected not to present its own profit and loss account for the year. Brooks 
Macdonald Group plc reported loss after tax for the financial year ended 30 June 2009 of £591,438 (2008: profit £1,686,957)
Auditors’ remuneration for audit and other services to the company are set out in note four.
The average number of employees during the year was seven (2008: seven).
Directors’ emoluments are set out in note five.
Notes to the Company accounts Annual Report & Accounts 2009
37
Brooks Macdonald Group plc
31. Dividends
Details of the company’s dividends paid and proposed for approval at the Annual General Meeting are set out in note 8. 
32. Investments
  2009 2008 
Subsidiary undertakings  £ £
Cost at 1 July 2008  4,696,285 4,458,316
Additions  189,622 237,969
Cost at 30 June 2009  4,885,907 4,696,285 
The additions represent the cost of share options in accordance with UITF 44.
Details of the subsidiary undertakings of the company as at 30 June 2009, all of which were wholly owned and included in the consolidated financial 
statements, are given below:
Company Type of share Country of incorporation Nature of business
Brooks Macdonald Financial Consulting Limited Ordinary 5p UK Financial consulting
Brooks Macdonald Asset Management Limited Ordinary £1 UK Investment management
Brooks Macdonald Nominees Limited (see below) Ordinary £1 UK Nominee Services
Brooks Macdonald Nominees Limited changed its name from Brooks Macdonald Services Limited and the company ceased trading on 30 June 2009. 
The trading activity of Brooks Macdonald Nominees Limited was transferred to Brooks Macdonald Asset Management Limited and was not a 
discontinued trading activity.
33. Share capital
Details of the share capital of the company together with changes thereto, options thereon and share based payments are provided in note 18 to 
the consolidated accounts.
 
34. Reserves
  2009 2008 
  £ £
Profit and loss account   
At 1 July 2008   984,741 (481,421)
Retained (loss)/profit for the year  (591,438) 1,686,957
Dividends paid  (349,477) (220,795)
At 30 June 2009  43,826 984,741 
  Share premium Share option reserve 
  £ £
At 1 July 2008   1,571,031 458,160
Shares issued  50,272 -
Share based payments  - 189,622
At 30 June 2009  1,621,303 647,782
Notes to the Company accounts Annual Report & Accounts 2009 Brooks Macdonald Group plc
38
35. Reconciliation of movements in shareholders’ funds
  2009 2008 
  £ £
Opening shareholders’ funds   3,113,782  1,202,811
(Loss)/profit for the year  (591,438) 1,686,957
Dividends paid  (349,477) (220,795)
Share based payments  189,622 237,969
Share capital issued  50,584 206,840
Net (reduction)/addition to shareholders’ funds  (700,709) 1,910,971
Closing shareholders’ funds  2,413,073 3,113,782
36. Lease commitments 
The company has non-cancellable operating leases in respect of land and buildings with an annual charge which expire:
  2009 2008 
  £ £
Within one year   36,713 36,713
In the second year to fifth year inclusive   53,000 17,000
  89,713  53,713
37. Related party transactions
The company has taken advantage of the exemption given by FRS 8 not to disclose transactions and balances with its subsidiaries. Details of 
directors related party transactions are detailed in note 27 to the consolidated financial statements.
38. Post balance sheet events
On 4 September 2009 Brooks Macdonald Asset Management Limited, a wholly owned subsidiary of the company, completed the acquisition of 
100% of the issued share capital of Lawrence House Fund Managers Limited for an initial cash consideration of £1.07 million with a subsequent 
amount payable in 24 months subject to various conditions.
Lawrence House manages around £65 million of funds including an OEIC with three sub funds and the operation of the business will be transferred 
to our Tunbridge Wells office from its current base in Canterbury.
Notes to the Company accounts Annual Report & Accounts 2009
39
Brooks Macdonald Group plc
Enclosed with this document is a notice convening the Annual General 
Meeting of the Company for 16 October 2009. This explanatory note 
gives further information on resolutions numbered 2 to 10 set out in the 
notice of AGM.
Resolution 2 – To declare a final dividend
The Directors recommend a final dividend of 5.5 pence per Ordinary Share. 
Subject to approval by shareholders, the final dividend will be paid on 23 
October 2009 to shareholders on the register on 25 September 2009.
Resolutions 3 and 4 – To re-elect Richard Spencer and  
Nicholas Lawes
The Company’s Articles of Association state that one third of the Directors 
shall retire from office at each Annual General Meeting and offer 
themselves for re-election. In addition, any Director who has been in office 
for more than three years since their last appointment or re-appointment 
should also retire and may offer themselves for re-election.
Information on each of the Directors standing for re-election is set out 
below. The Chairman confirms that Richard Spencer and Nicholas Lawes 
have extensive relevant experience of the Group and its business. The 
Board is therefore of the opinion that Richard Spencer and Nicholas 
Lawes should be re-elected to the Board.
Richard Spencer (46), Investment Director, was one of the founding 
directors of the Company and in addition to his role as Investment Director 
he is responsible for the investment management process and research as 
well as managing one of the London asset management teams.
Nicholas Lawes (46), Executive Director, has management responsibility 
for financial consulting on the Group board and has board responsibility 
for compliance. Nicholas joined Brooks Macdonald in 2003 and he has 
over twenty years experience developing strategies for high net worth 
individuals and families to manage their wealth. 
Resolution 5 – To re-appoint Moore Stephens LLP as auditors
This Resolution proposes that Moore Stephens LLP should be re-
appointed as the Company’s auditors and authorises the Directors to 
determine their remuneration.
Resolution 6 – Authority to allot shares
The Companies Act 2006 prevents directors from allotting unissued 
shares without the authority of shareholders in general meeting. In 
certain circumstances this could be unduly restrictive. The Directors’ 
existing authority to allot shares, which was granted at the Annual 
General Meeting held in 2008, will expire at the end of this year’s 
Annual General Meeting.
Resolution 6 in the notice of Annual General Meeting will be proposed, as 
an ordinary resolution, to authorise the directors to allot Ordinary Shares 
of 1 pence each in the capital of the Company up to a maximum nominal 
amount of £33,300 (ie. up to 3,330,000 Ordinary Shares) representing 
approximately 33% of the Ordinary Shares in issue on 23 September 
2009. The Company does not currently hold any shares in treasury.
The authority conferred by this Resolution will expire on the date which 
is fifteen months after the passing of this Resolution or, if sooner, at the 
end of next year’s Annual General Meeting.
The Directors have no present plans to allot unissued shares other than 
on the exercise of share options under the Company’s employee share 
option schemes. However, the Directors believe it to be in the best 
interests of the Company that they should continue to have this 
authority so that such allotments can take place to finance appropriate 
business opportunities that may arise.
Resolution 7 – To disapply pre-emption rights
Unless they are given an appropriate authority by shareholders, if the 
Directors wish to allot any of the unissued shares for cash or grant rights 
over shares or sell treasury shares for cash (other than pursuant to an 
employee share scheme) they must first offer them to existing 
shareholders in proportion to their existing holdings. This is known as 
pre-emption rights.
The existing disapplication of these statutory pre-emption rights, which 
was granted at the Annual General Meeting held in 2008, will expire at 
the end of this year’s Annual General Meeting. Accordingly, Resolution 7 
in the notice of annual general meeting will be proposed, as a special 
resolution, to give the directors power to allot shares without the 
application of these statutory pre-emption rights: first, in relation to offers 
of equity securities by way of rights issue, open offer or similar 
arrangements; and second, in relation to the allotment of equity securities 
for cash up to a maximum aggregate nominal amount of £5,000 (i.e. up 
to 500,000 Ordinary Shares) (representing approximately 5% of the 
Ordinary Shares in issue on 23 September 2009).
The authority sought and limits set by this Resolution will also apply to a 
sale by the Company of any shares it holds as treasury shares. The 
Treasury Share Regulations allow shares purchased by the Company out 
of distributable profits to be held as treasury shares, which may then be 
cancelled, sold for cash or used to meet the Company’s obligations 
under its employee share based incentive schemes. Any subsequent 
transfers of treasury shares by the Company to satisfy the requirements 
of employee share-based incentive schemes will be counted towards the 
anti-dilution limits for such share issues to the extent required by the 
Association of British Insurers guidelines.
Explanation of AGM Business  Annual Report & Accounts 2009 Brooks Macdonald Group plc
40
The power conferred by this Resolution will expire on the date which 
falls fifteen months after the passing of this Resolution or, if sooner, at 
the end of next year’s Annual General Meeting.
Resolution 8 – Company’s authority to purchase its own shares
Resolution 8 in the notice of Annual General Meeting, which will be 
proposed as a special resolution, will authorise the Company to make 
market purchases of up to 1,000,000 Ordinary Shares. The existing 
authority to make market purchases of Ordinary Shares, which was 
granted at the Annual General Meeting held in 2008, will expire at the 
end of this year’s Annual General Meeting.
The number of Ordinary Shares stated in this Resolution equals 
approximately 10% of the Company’s Ordinary Shares in issue on 23 
September 2009. The minimum price that may be paid is the nominal 
value of an Ordinary Share (i.e. 1 pence), and the maximum price shall 
not exceed 5% above the average of the middle market quotations for 
an Ordinary Share for the five business days before each purchase is 
made (exclusive of expenses).
The authority conferred by this Resolution will expire on the date which 
falls fifteen months after the passing of this Resolution or, if sooner, at 
the end of next year’s Annual General Meeting.
The Directors are committed to managing the Company’s capital 
effectively. Although the Directors have no plans to make such purchases, 
buying back the Company’s Ordinary Shares is one of the options they 
keep under review. Purchases would only be made after considering the 
effect on earnings per share, and the benefits for shareholders generally.
The Company may hold in treasury any of its own shares that it purchases 
pursuant to the Treasury Share Regulations and the authority conferred by 
this Resolution. This would give the Company the ability to re-issue 
treasury shares quickly and cost effectively and would provide the 
Company with greater flexibility in the management of its capital base.
Resolution 9 – Adoption of new articles of association
Resolution 9 in the notice of Annual General Meeting, which will be 
proposed as a special resolution, is to adopt new articles of association 
(the “New Articles”) in order to update the Company’s current articles of 
association (the “Current Articles”) primarily to take account of changes in 
English company law brought about by the Companies Act 2006. 
The principal changes introduced in the New Articles are summarised in 
the Appendix. Other changes, which are of a minor, technical or clarifying 
nature and also some more minor changes which merely reflect changes 
made by the Companies Act 2006 have not been noted in the Appendix. 
A clean copy of the New Articles, together with a copy of the New Articles 
marked up to show all the proposed changes to the Current Articles, are 
available for inspection at the Company’s Registered Office.
Resolution 10 – Amendments to share option schemes
Resolution 10 in the notice of Annual General Meeting, which will be 
proposed as an ordinary resolution, is to increase the maximum dilution 
limits for options granted under the Company’s employee share schemes.
The Company has operated an Enterprise Management Incentive 
Scheme (“EMI Scheme”) and a Save As You Earn Scheme (“SAYE 
Scheme”) since its admission to AiM in March 2005. The maximum 
dilution limit for all employee share schemes operated in relation to the 
Company’s shares will be increased from 10% to 15% (in any ten year 
period). The maximum dilution limit for discretionary schemes shall be 
increased from 5% to 10%.
This authority is being sought because there is currently insufficient 
headroom remaining under the EMI Scheme and the SAYE Scheme to 
grant enough options to fulfil the Company’s remuneration and 
incentive strategy over the next 24 months.
Explanation of AGM Business  Annual Report & Accounts 2009
41
Brooks Macdonald Group plc
APPENDIX
Explanatory notes of the principal changes to the Company’s articles of 
association
1 Articles which duplicate statutory provisions
  Provisions in the Current Articles which replicate provisions 
contained in the Companies Act 2006 are in the main to be 
removed in the New Articles to bring them into line with the 
Companies Act 2006. This is in line with the approach advocated 
by the Government that statutory provisions should not be 
duplicated in a company’s constitution. Certain examples of such 
provisions include provisions as to the form of resolutions, the 
variation of class rights, the requirement to keep accounting 
records and provisions regarding the period of notice required to 
convene general meetings. The main changes made to reflect this 
approach are detailed below.
2 Form of resolution
  The Current Articles contain a provision that, where for any purpose 
an ordinary resolution is required, a special or extraordinary 
resolution is also effective and that, where an extraordinary 
resolution is required, a special resolution is also effective. This 
provision is being amended as the concept of extraordinary 
resolutions has not been retained under the Companies Act 2006. 
3 Variation of class rights
  The Current Articles contain provisions regarding the variation of 
class rights. The proceedings and specific quorum requirements for a 
meeting convened to vary class rights are contained in the 
Companies Act 2006. The relevant provisions have therefore been 
amended in the New Articles.
4 Convening extraordinary and annual general meetings
  The provisions in the Current Articles dealing with the convening of 
general meetings and the length of notice required to convene 
general meetings are being amended to conform to new provisions 
in the Companies Act 2006. In particular a general meeting to 
consider a special resolution, other than an annual general meeting, 
can be convened on 14 days’ notice whereas previously 21 days’ 
notice was required.
5 Votes of members
  Under the Companies Act 2006 proxies are entitled to vote on a 
show of hands whereas under the Current Articles proxies are only 
entitled to vote on a poll. The time limits for the appointment or 
termination of a proxy appointment have been altered by the 
Companies Act 2006 so that the articles cannot provide that they 
should be received more than 48 hours before the meeting or in 
the case of a poll taken more than 48 hours after the meeting, 
more than 24 hours before the time for the taking of a poll, with 
weekends and bank holidays being permitted to be excluded for 
this purpose. Multiple proxies may be appointed provided that 
each proxy is appointed to exercise the rights attached to a 
different share held by the shareholder. Multiple corporate 
representatives may be appointed (but if they purport to exercise 
their rights in different ways, then the power is treated as not being 
exercised). The New Articles reflect all of these new provisions.
6 Conflicts of interest
  The Companies Act 2006 sets out directors’ general duties which 
largely codify the existing law but with some changes. Under the 
Companies Act, a director must avoid a situation where he has, or 
can have, a direct or indirect interest that conflicts, or possibly may 
conflict, with the company’s interests. The requirement is very 
broad and could apply, for example, if a director becomes a 
director of another company or a trustee of another organisation. 
The Companies Act 2006 allows directors of public companies to 
authorise conflicts and potential conflicts, where appropriate, where 
the articles of association contain a provision to this effect. The 
Companies Act 2006 also allows the articles of association to 
contain other provisions for dealing with directors’ conflicts of 
interest to avoid a breach of duty. The New Articles give the 
directors authority to approve such situations and to include other 
provisions to allow conflicts of interest to be dealt with in a similar 
way to the current position.
  There are safeguards which will apply when directors decide 
whether to authorise a conflict or potential conflict. First, only 
directors who have no interest in the matter being considered will 
be able to take the relevant decision, and secondly, in taking the 
decision the directors must act in a way they consider, in good 
faith, will be most likely to promote the company’s success. The 
directors will be able to impose limits or conditions when giving 
authorisation if they think this is appropriate.
  The New Articles also contain provisions relating to confidential 
information, attendance at board meetings and availability of board 
papers to protect a director being in breach of duty if a conflict of 
interest or potential conflict of interest arises. These provisions will 
only apply where the position giving rise to the potential conflict 
has previously been authorised by the directors. It is the Board’s 
intention to report annually on the Company’s procedures for 
ensuring that the Board’s powers of authorisation of conflicts are 
operated effectively and that the procedures have been followed.
Explanation of AGM Business 
Appendix Annual Report & Accounts 2009 Brooks Macdonald Group plc
42
7 Notice of board meetings
  Under the Current Articles, when a director is abroad he can 
request that notice of directors’ meetings are sent to him at a 
specified address and if he does not do so he is not entitled to 
receive notice while he is away. This provision has been removed, as 
modern communications mean that there may be no particular 
obstacle to giving notice to a director who is abroad. It has been 
replaced with a more general provision that a director is treated as 
having waived his entitlement to notice, unless he supplies the 
Company with the information necessary to ensure that he receives 
notice of a meeting before it takes place.
8 Records to be kept
  The provision in the Current Articles requiring the Board to keep 
accounting records has been removed as this requirement is 
contained in the Companies Act 2006.
9 Distribution of assets 
  The Current Articles contain provisions dealing with the distribution 
of assets in kind in the event of the Company going into liquidation. 
These provisions have been removed in the New Articles on the 
grounds that a provision about the powers of liquidators is a matter 
for insolvency law rather than the articles and that the Insolvency Act 
1986 confers powers on the liquidator which would enable it to do 
what is envisaged by the Current Articles.
10 Electronic and web communications
  Provisions of the Companies Act 2006 which came into force in 
January 2007 enable companies to communicate with members by 
electronic and/or website communications. The New Articles 
continue to allow communications to members in electronic form 
and, in addition, they also permit the Company to take advantage 
of the new provisions relating to website communications. Before 
the Company can communicate with a member by means of 
website communication, the relevant member must be asked 
individually by the Company to agree that the Company may send 
or supply documents or information to him by means of a website, 
and the Company must either have received a positive response or 
have received no response within the period of 28 days beginning 
with the date on which the request was sent. The Company will 
notify the member (either in writing, or by other permitted means) 
when a relevant document or information is placed on the website 
and a member can always request a hard copy version of the 
document or information.
11 Directors’ indemnities and loans to fund expenditure
  The Companies Act 2006 has in some areas widened the scope of 
the powers of a company to indemnify directors and to fund 
expenditure incurred in connection with certain actions against 
directors. In particular, a company that is a trustee of an 
occupational pension scheme can now indemnify a director against 
liability incurred in connection with the company’s activities as 
trustee of the scheme. In addition, the existing exemption allowing 
a company to provide money for the purpose of funding a director’s 
defence in court proceedings now expressly covers regulatory 
proceedings and applies to associated companies.
12 The Company’s objects
  The provisions regulating the operations of the Company are currently 
set out in the Company’s memorandum and articles of association. 
The Company’s memorandum contains, among other things, the 
objects clause which sets out the scope of the activities the Company is 
authorised to undertake. This is drafted to give a wide scope.
  The Companies Act 2006 significantly reduces the constitutional 
significance of a company’s memorandum. The Companies Act 2006 
provides that a memorandum will record only the names of 
subscribers and the number of shares each subscriber has agreed to 
take in the company. Under the Companies Act 2006 the objects 
clause and all other provisions which are currently contained in a 
company’s memorandum, for existing companies at 1 October 2009, 
will be deemed to be contained in a company’s articles of association 
but the company can remove these provisions by special resolution. 
  Further the Companies Act 2006 states that unless a company’s 
articles provide otherwise, a company’s objects are unrestricted. 
This abolishes the need for companies to have objects clauses. For 
this reason the Company is proposing to remove its objects clause 
together with all other provisions of its memorandum which, by 
virtue of the Companies Act 2006, are to be treated as forming part 
of the Company’s articles of association as of 1 October 2009. 
Resolution 9.1 confirms the removal of these provisions for the 
Company. As the effect of this resolution will be to remove the 
statement currently in the Company’s memorandum of association 
regarding limited liability, the New Articles also contain an express 
statement regarding the limited liability of the shareholders.
13 Change of name
  Currently, a company can only change its name by special 
resolution. Under the Companies Act 2006 a company will be able 
to change its name by other means provided for by its articles. To 
take advantage of this provision, the New Articles enable the 
directors to pass a resolution to change the Company’s name.
Explanation of AGM Business  Annual Report & Accounts 2009
43
Brooks Macdonald Group plc
14 Authorised share capital and unissued shares
  The Companies Act 2006 abolishes the requirement for a company to 
have an authorised share capital and the New Articles reflect this. 
Directors will still be limited as to the number of shares they can at any 
time allot because allotment authority continues to be required under 
the Companies Act 2006, save in respect of employee share schemes.
15 Redeemable shares
  At present if a company wishes to issue redeemable shares, it must 
include in its articles the terms and manner of redemption. The 
Companies Act 2006 enables directors to determine such matters 
instead provided they are so authorised by the articles. The New 
Articles contain such an authorisation. The Company has no current 
plans to issue redeemable shares but if it did so the directors would 
need shareholders’ authority to issue new shares in the usual way.
16 Borrowing powers
  The New Articles have been updated so that the accounting 
concepts used in limiting the borrowing powers of the Group are 
appropriate for the business carried out by the Group. For instance, 
the New Articles provide that any client money held by any 
member of the Group in trust for clients shall be excluded from any 
definition of money borrowed by the Group.
17  Authority to purchase own shares, consolidate and sub-divide 
shares, and reduce share capital
  Under the law currently in force a company requires specific 
enabling provisions in its articles to purchase its own shares, to 
consolidate or sub-divide its shares and to reduce its share capital or 
other undistributable reserves as well as shareholder authority to 
undertake the relevant action. The Current Articles include these 
enabling provisions. Under the Companies Act 2006 a company 
will only require shareholder authority to do any of these things 
and it will no longer be necessary for articles to contain enabling 
provisions. Accordingly the relevant enabling provisions have been 
removed in the New Articles.
18 Provision for employees on cessation of business
  The Companies Act 2006 provides that the powers of the directors 
of a company to make provision for a person employed or formerly 
employed by the company or any of its subsidiaries in connection 
with the cessation or transfer to any person of the whole or part of 
the undertaking of the company or that subsidiary, may only be 
exercised by the directors if they are so authorised by the 
company’s articles or by the company in general meeting. The New 
Articles provide that the directors may exercise this power.
19 Use of seals
  A company currently requires authority in its articles to have an 
official seal for use abroad. After 1 October 2009 such authority will 
no longer be required. Accordingly the relevant authorisation has 
been removed in the New Articles.
  The New Articles provide an alternative option for execution of 
documents (other than share certificates). Under the New Articles, 
when the seal is affixed to a document it may be signed by one 
authorised person in the presence of a witness, whereas previously 
the requirement was for signature by either a director and the 
secretary or two directors or such other person or persons as the 
directors may approve.
20 Chairman’s casting vote
  The New Articles remove the provision giving the chairman a casting 
vote in the event of an equality of votes in a general meeting as this 
is no longer permitted under the Companies Act 2006.
21 President
  The New Articles remove the provision giving the directors of the 
Company the ability to appoint a President of the Company. The 
Company has not, nor does it have a current intention to appoint  
a President.
22 Postponement of General Meetings
  The New Articles remove the provisions that require the directors of 
the Company to advertise the date, time and place of any postponed 
general meeting of the Company in at least two national daily 
newspapers. The New Articles provide instead that the directors of 
the Company are required to make arrangements for notices of the 
change of place and/or postponement of a general meeting to 
appear at the original place of the general meeting. 
23 General
  Generally the opportunity has been taken to bring clearer language 
into the New Articles and in some areas to conform the language of 
the New Articles with that used in the model articles for public 
companies produced by the Department for Business, Innovation 
and Skills.
Explanation of AGM Business  Annual Report & Accounts 2009 Brooks Macdonald Group plc
44
Notice is given that the annual general meeting of Brooks Macdonald 
Group plc (the “Company”) will be held at 111 Park Street, London W1K 
7JL on Friday 16 October 2009 at 10:00 a.m. for the following purposes:
Ordinary Business
To resolve as ordinary resolutions:
1  To receive and consider the accounts and reports of the directors 
and the auditors for the year ended 30 June 2009.
2  To declare a final dividend of 5.5 pence per Ordinary Share for the 
year ended 30 June 2009.
3 To re-elect Richard Spencer as a director.
4 To re-elect Nicholas Lawes as a director. 
5  To re-appoint Moore Stephens LLP as the Company’s auditors and 
to authorise the directors to determine their remuneration.
Special Business 
Directors’ authority to allot shares
To resolve as an ordinary resolution: 
6  That, in place of all existing authorities, the directors be generally 
and unconditionally authorised pursuant to section 551 of the 
Companies Act 2006 (“the Act”) to exercise all the powers of the 
Company to allot shares in the Company and to grant rights to 
subscribe for, or to convert any security into, shares in the 
Company (“Relevant Securities”), up to a maximum aggregate 
nominal amount of £33,300, for a period expiring (unless 
previously revoked, varied or renewed) on the date which is fifteen 
months after the passing of this Resolution or, if sooner, the end of 
the next annual general meeting of the Company, but in each case 
the Company may make an offer or agreement which would or 
might require Relevant Securities to be allotted after this authority 
expires and the directors may allot Relevant Securities in pursuance 
of such offer or agreement as if this authority had not expired.
Disapplication of pre-emption rights
To resolve as a special resolution:
7  That, subject to the passing of Resolution 6 above and in place of all 
existing powers, the directors be generally empowered pursuant to 
section 570 and 573 of the Act to allot equity securities (within the 
meaning of section 560(1) of the Act) for cash, pursuant to the 
authority conferred by Resolution 6 as if section 561(1) of the Act did 
not apply to such allotment, provided that this power shall expire on 
the date which is fifteen months after the passing of this Resolution or, 
if sooner, the end of the next annual general meeting of the Company. 
This power shall be limited to the allotment of equity securities:
7.1  in connection with an offer of equity securities (including, without 
limitation, under a rights issue, open offer or similar arrangement) 
in favour of holders of Ordinary Shares in the capital of the 
Company in proportion (as nearly as may be practicable) to their 
existing holdings of Ordinary Shares but subject to such exclusions 
or other arrangements as the directors deem necessary or 
expedient in relation to fractional entitlements or any legal, 
regulatory or practical problems under the laws of any territory, or 
the requirements of any regulatory body or stock exchange; and 
7.2  otherwise than pursuant to paragraph 7.1 up to an aggregate 
nominal amount of £5,000;
  but the Company may make an offer or agreement which would 
or might require equity securities to be allotted after this power 
expires and the directors may allot equity securities in pursuance of 
such offer or agreement as if this power had not expired.
  This power applies in relation to a sale of shares which is an 
allotment of equity securities by virtue of section 560(2)(b) of the 
Act as if in the first paragraph of this resolution the words “pursuant 
to the authority conferred by Resolution 6” were omitted. 
Company’s authority to purchase its own shares
To resolve as a special resolution:
8  That the Company be generally authorised pursuant to section 
701 of the Companies Act 2006 to make market purchases (within 
the meaning of section 693(4) of the Companies Act 2006) of its 
Ordinary Shares on such terms and in such manner as the directors 
shall determine, provided that:
8.1  the maximum number of Ordinary Shares hereby authorised to be 
purchased is 1,000,000;
8.2  the maximum price which may be paid for each Ordinary Share 
shall be 5% above the average of the middle market quotations for 
an Ordinary Share (as derived from The Stock Exchange Daily 
Official List) for the five business days immediately before the day on 
which the purchase is made (in each case exclusive of expenses);
8.3  the minimum price which may be paid for each Ordinary Share 
shall be £0.01; and
8.4  this authority (unless previously revoked, varied or renewed) shall 
expire on the date which is fifteen months after the passing of this 
Resolution or, if sooner, the end of the next annual general meeting 
of the Company, except in relation to the purchase of Ordinary 
Shares the contract for which was concluded before such date and 
which will or may be executed wholly or partly after such date.
Notice Of Annual General Meeting Annual Report & Accounts 2009
45
Brooks Macdonald Group plc
Adoption of new articles of association
To resolve as a special resolution:
9 That:
9.1  the Articles of Association of the Company be amended by deleting 
all the provisions of the Company’s Memorandum of Association 
which, by virtue of section 28 Companies Act 2006, are to be 
treated as part of the Company’s Articles of Association; and 
9.2  the Articles of Association produced to the meeting and initialled by 
the chairman of the meeting for the purpose of identification be 
adopted as the Articles of Association of the Company in substitution 
for, and to the exclusion of, the existing Articles of Association.
Amendments to share option schemes
To resolve as an ordinary resolution:
10 That:
10.1  the rules of the Brooks Macdonald Group Enterprise Management 
Incentive Scheme be amended by:
 10.1.1  deleting the reference to “5 per cent” in Rule 4.4 and 
replacing it with a reference to “10 per cent”; and
 10.1.2  deleting the reference to “ten per cent” in Rule 4.3 and 
replacing it with a reference to “fifteen per cent”; and
10.2  the rules of the Brooks Macdonald Group Save As You Earn 
Scheme be amended by deleting the reference to “10 per cent” in 
Rule 4.2 and replacing it with a reference to “15 per cent”.
By order of the Board
S J JACKSON
Secretary
23 September 2009
Registered Office: 
111 Park Street, London, W1K 7JL
NOTES:
Rights to appoint a proxy
1  Members of the Company are entitled to appoint a proxy to 
exercise all or any of their rights to attend and to speak and vote at 
a meeting of the Company. A proxy does not need to be a member 
of the Company. A member may appoint more than one proxy in 
relation to a meeting provided that each proxy is appointed to 
exercise the rights attached to a different share or shares held by 
that member.
2  A proxy form which may be used to make such appointment and 
give proxy directions accompanies this notice. If you do not 
receive a proxy form and believe that you should have one, or if 
you require additional proxy forms in order to appoint more than 
one proxy, please contact Capita Registrars Limited, The Registry, 
34 Beckenham Road, Kent BR3 4TU
Procedure for appointing a proxy
3  To be valid, the proxy form must be received by post or (during 
normal business hours only) by hand at Capita Registrars Limited, 
The Registry, 34 Beckenham Road, Kent BR3 4TU no later than 
10:00 a.m. on 14 October 2009. It should be accompanied by the 
power of attorney or other authority (if any) under which it is 
signed or a notarially certified (or certified by a solicitor with a 
current practising certificate) copy of such power or authority.
4  The return of a completed proxy form will not preclude a member 
from attending the annual general meeting and voting in person if 
he or she wishes to do so.
Record date
5  To be entitled to attend and vote at the annual general meeting 
(and for the purpose of the determination by the Company of the 
votes they may cast), members must be registered in the register of 
members of the Company at 6:00 p.m. on Wednesday 14 October 
2009 (or, in the event of any adjournment, 48 hours before the 
time of the adjourned meeting). Changes to the register of 
members after the relevant deadline will be disregarded in 
determining the right of any person to attend and vote at the 
meeting.
Corporate representatives
6  Any corporation which is a member can appoint one or more 
corporate representatives who may exercise on its behalf all of its 
powers as a member provided that they do not do so in relation to 
the same shares.
Notice Of Annual General Meeting Annual Report & Accounts 2009 Brooks Macdonald Group plc
46
Other rights of members
7  Any member attending the meeting has the right to ask questions. 
The Company must cause to be answered any such question 
relating to the business being dealt with at the meeting but no 
such answer need be given if (a) to do so would interfere unduly 
with the preparation for the meeting or involve the disclosure of 
confidential information, (b) the answer has already been given on 
a website in the form of an answer to a question, or (c) it is 
undesirable in the interests of the company or the good order of 
the meeting that the question be answered.
Documents available for inspection
8  There will be available for inspection at the registered office of the 
Company during normal business hours on any weekday (excluding 
Saturdays and public holidays) and at the place of the meeting for 
at least 15 minutes prior to and during the annual general meeting 
copies of:
	 •	 the	ser vice	contract	of	each	executive	director;
	 •	 the	letter	of	appointment	of	each	non-executive	director;	
	 •	 	 a	clean	copy	of	the	proposed	new	articles	of	association	of	the	
Company, as referred to in Resolution 9 and a copy of the 
proposed new articles of association marked to show the 
proposed changes to the existing articles of association; 
	 •	 	 the	amended	rules	of	the	Brooks	Macdonald	Group	Enterprise	
Management Incentive Scheme; and
	 •	 	 the	amended	rules	of	the	Brooks	Macdonald	Group	Save	As	
You Earn Scheme.
Notice Of Annual General Meeting Annual Report & Accounts 2009
47
Brooks Macdonald Group plc Brooks Macdonald Group plc
FORM OF PROXY
ANNUAL GENERAL MEETING 16 OCTOBER 2009 AT 10.00 A.M.
Please read the notice of Meeting and the explanatory notes below carefully before completing this form.
I/We (see note 1)     
 
being (a) shareholder(s) of Brooks Macdonald Group plc (“the Company”) hereby appoint [the Chairman of the Meeting] (see note 2) OR
Name:  
Address:  
as my/our proxy to attend, speak and vote for me/us and on my/our behalf as directed below at the annual general meeting of the Company to be held 
on 16 October 2009 at 10.00 a.m. and at any adjournment thereof. 
 
Please tick this box if this proxy appointment is one of multiple appointments being made by the same member. (see note 3) 
The above proxy is appointed to exercise the rights attached to [all] OR Number of shares (see notes 3, 4 and 5) of the Ordinary 
Shares held by me/us.
I/we direct my/our proxy to vote on the resolutions set out in the notice of annual general meeting as I/we have indicated by placing a mark in the 
appropriate box below (see notes 6 and 7).
Directions to your proxy
Ordinary Business FOR AGAINST VOTE WITHHELD DISCRETIONARY
Resolution 1: Ordinary resolution to receive and adopt the Annual Report and Accounts 
for the year ended 30 June 2009
Resolution 2: Ordinary resolution to declare a final dividend of 5.5 pence per Ordinary 
Share
Resolution 3: Ordinary resolution to re-elect Richard Spencer as a Director
Resolution 4: Ordinary resolution to re-elect Nicholas Lawes as a Director
Resolution 5: Ordinary resolution to re-appoint the Company’s auditors and authorise the 
directors to determine their remuneration
Special Business FOR AGAINST VOTE WITHHELD DISCRETIONARY
Resolution 6: Ordinary resolution to give the directors authority to allot shares
Resolution 7: Special resolution to give the directors power to disapply pre-emption 
rights in relation to the allotment of shares
Resolution 8: Special resolution to give the Company a general authority to purchase its 
own shares
Resolution 9: Special resolution to adopt the new Articles of Association of the Company 
in substitution for, and to the exclusion of, the existing Articles of Association
Resolution 10: Ordinary resolution to amend the rules of the Brooks Macdonald Group 
Enterprise Management Incentive Scheme and the rules of the Brooks Macdonald Group 
Save As You Earn Scheme 
Signature: 
   
Date: 
 / /
(To be valid, this Form of Proxy must be signed)
Notes:
1. Please complete in block capitals with your full name and address.
2.  If you wish to appoint a proxy other than the Chairman of the Meeting, please delete the words “the Chairman of the Meeting” in square brackets and insert the name and address of your 
chosen proxy in block capitals in the box provided and initial alterations.
3.  Every shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote instead of that shareholder. A proxy need not be a 
member of the Company. You may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares 
held by you.
4.  You may appoint a proxy in respect of all or some only of the shares held by you. If you do not want to appoint a proxy in respect of all of the shares held by you, delete the word “all” in 
square brackets and insert the number of shares in respect of which you wish to appoint your proxy in the box provided. If you sign and return this proxy form with no number inserted, you 
will be deemed to have appointed your proxy in respect of all of the shares held by you. 
5.  If you require additional proxy forms in order to appoint more than one proxy, please contact the Company’s registrar, Capita Registrars Limited, or you may copy this form. Please indicate by 
ticking the box provided if the proxy appointment is one of multiple appointments being made. You must also indicate in the separate box the number of shares in relation to which the proxy 
holder is authorised to act as your proxy. All proxy forms must be signed and should, wherever possible, be returned together in one envelope. 
6.  If you want your proxy to vote in a certain way on the resolutions specified please place a mark in the relevant boxes. If you select ‘Discretionary’ or fail to select any of the given options your 
proxy can vote as he or she chooses or can decide not to vote at all. The proxy can also do this on any other business (including a motion to adjourn the Meeting or to amend a resolution) 
which may properly come before the Meeting. 
7.  The ‘Vote withheld’ option is provided to enable you to abstain on any particular resolution. However it should be noted that a ‘Vote withheld’ is not a vote in law and will not be counted in 
the calculation of the proportion of the votes ‘For’ and ‘Against’ a resolution.
8.  To be valid, this Form of Proxy must be deposited at Capita Registrars Limited, The Registry, 34 Beckenham Road, Kent BR3 4TU, NOT LATER THAN 10.00 A.M on 14 October 2009, together 
with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority. The completion and return of this Form of Proxy will 
not, however, preclude you from attending and voting at the Meeting if you so wish.
9. Any alterations to this Form of Proxy should be initialled.
10.  In the case of joint holders, the signature of the first named on the register of members will be accepted, but the names of all joint holders should be given.
11.  In the case of a corporation, this Form of Proxy should be either given under its common seal or signed on its behalf by an officer or attorney duly authorised. Brooks Macdonald Group plc
BUSINESS REPLY SERVICE
Licence No MB122
Capita Registrars
Proxy Department
P O Box 25
Beckenham
Kent
BR3 4BR
Second fold
Third fold and tuck in
First Fold Annual Report & Accounts 2009
49
Brooks Macdonald Group plc
Directors
C J Knight Non-executive Chairman
C A J Macdonald Chief Executive
J M Gumpel Executive Director
S J Jackson Finance Director
N H Lawes Executive Director
R H Spencer Investment Director
S P Wombwell Non-executive Director
Company Secretary
S J Jackson
Offices
111 Park Street London W1K 7JL
Church Court Waltham Chase Hampshire SO32 2LN
55 King Street Manchester M2 4LQ
2 Mount Ephraim Road Tunbridge Wells TN1 1EE
10 Melville Crescent Edinburgh EH3 7LU
Registered Office
111 Park Street London W1K 7JL
Registered Number
4402058
Auditors
Moore Stephens LLP  
St Paul’s House Warwick Lane London EC4M 7BP
Solicitors
Macfarlanes LLP  
20 Cursitor Street London EC4A 1LT
Bankers
Barclays Bank plc, Cater Allen Private Bank, HSBC Bank plc,
Lloyds TSB Bank plc, The Royal Bank of Scotland plc 
Registrars
Capita Registrars Limited 
The Registry 34 Beckenham Road Kent BR3 4TU
Nominated adviser and broker
Collins Stewart Europe Limited  
88 Wood Street London EC2V 7QR
Directors and advisers  Brooks Macdonald Group plc