A.G.BARR p.l.c. – in good health.
For the year to 26th January, 2008.
01 Group at a Glance
02 Chairman’s Statement
03 Chief Executive’s Statement
14 Board of Directors
15 25 Years Service Awards
16 Corporate and Social Responsibility
19 Accounts
20 Directors’ Report
21 Statement on Corporate Governance
22 Directors’ Remuneration Report
27 Consolidated Income Statement/
Statements of Recognised Income and Expense
28 Balance Sheets
29 Cash Flow Statements
30 Accounting Policies 
34 Notes to the Accounts
56 Independent Auditor’s Report
57 Review of Trading Results
58 Notice of Meeting
in good 
health
A.G.BARR p.l.c. Annual Report and Accounts January 2008
A.G.BARR p.l.c.
Westfield House
4 Mollins Road, 
Cumbernauld G68 9HD
T 01236 852400
F 01236 852477
www.agbarr.co.uk
www.irn-bru.co.uk
www.tizer.co.uk
Registered Office
Westfield House
4 Mollins Road, 
Cumbernauld G68 9HD
Secretary
Julie A. Barr, M.A (Hons.), 
L.L.B. (Dip.), M.B.A.
Auditors
Baker Tilly UK Audit LLP,
Breckenridge House,
274 Sauchiehall Street,
Glasgow G2 3EH
Solicitors
Brechin Tindal Oatts,
48 St. Vincent Street,
Glasgow G2 5HS
Registrars
Equiniti Ltd,
Aspect House,
Spencer Road,
Lancing,
West Sussex BN99 6DA
Registered Number
SC005653
to the people
keeping us in
good health
thank you.
A.G.BARR p.l.c. Annual Report and Accounts January 2008
   Group at a Glance
www.agbarr.co.uk
www.irn-bru.co.uk
www.tizer.co.uk
A.G.BARR p.l.c. – in good health.
For the year to 26th January, 2008.
01 Group at a Glance
02 Chairman’s Statement
03 Chief Executive’s Statement
14 Board of Directors
15 25 Years Service Awards
16 Corporate and Social Responsibility
19 Accounts
20 Directors’ Report
21 Statement on Corporate Governance
22 Directors’ Remuneration Report
27 Consolidated Income Statement/
Statements of Recognised Income and Expense
28 Balance Sheets
29 Cash Flow Statements
30 Accounting Policies 
34 Notes to the Accounts
56 Independent Auditor’s Report
57 Review of Trading Results
58 Notice of Meeting
Our Brands
IRN-BRU
Strathmore
Tizer
Simply
KA
D‘N’B
St. Clement’s
Findlays
Abbotts
Barr Brands
Vitsmart
Taut
Partnership Brands
Orangina
Snapple
Rockstar
Liptons
Rubicon Annual Report and Accounts 2008 01
2008
2007 6.08
6.75
Revenue (£m)
2008
2007 141.88
148.38
Operating profit before exceptional items (£m)
2008
2007 18.33
20.39
Free cash flow (£m)
Dividends paid (£m)
2008
2007 (12.32)
(1.20)
Key Performance Indicators U.K. Operations
10
11
01
10
09
08
07
03
02
06
04
05
Head Office
01 Cumbernauld
Regional Office
05 Middlebrook
Sales Branch
04 Newcastle
06 Moston
07 Sheffield
09 Wednesbury
10 Walthamstow
Distribution Depot
01 Cumbernauld
Factory
01 Cumbernauld 
02 Forfar
03 Pitcox 
08 Mansfield
  02 Annual Report and Accounts 2008
Review of Results
Profit before taxation for the year to January
2008 was – excluding exceptional items –
£21.3m compared with £19.1m for the
previous year. This increase of 11.4%
represents an excellent overall performance 
in a year of dismal summer weather and also
reflects the improvement in operating costs
resulting from the infrastructure changes
completed during the year.
The exceptional items produced a net charge
of £0.5m. This was a substantial reduction
from the charge of £2.8m incurred last year
and represented the final costs of our recent
restructuring process.
Turnover for the year to January 2008 was
£148.4m – an increase of 4.6% over the
previous year. Adjusting for the turnover 
of the Strathmore Water business which 
was acquired in June 2006, the like-for-like
increase was 2.7%.
The tax charge for the current year is again
very low at 19% of the profit on ordinary
activities compared with the corporation 
tax rate of 30% applicable to the year. The
difference is substantially due to a reduction
of £1.3m in the company’s tax charge for this
year related to the disposal of properties at
the conclusion of our restructuring process.
Basic earnings per share have risen from
69.65p to 86.75p and your directors are
pleased to recommend a final dividend 
of 28.00p per share to give a total dividend 
for the year to January 2008 of 39.00p – an
increase of 11.4%. It is worth noting that over
the last six years we have been able to raise
the total dividend for the year from 21.60p 
to 39.00p – an overall increase of 80.6%.
People
On behalf of our external shareholders 
I would again like to take this opportunity 
to thank all our employees for their efforts
during this year. The excellent results achieved
are particularly creditable given both the
distraction of completing the infrastructure
changes and the exceptionally poor summer
weather experienced this year in comparison
with 2006.
Board
We announced in January that the current
year would see the retiral of two long serving
executive directors.
Alan Bibby, Operations Director, retired 
on 29th February. He joined the company 
in 1977 and was appointed to the board 
in 1985. Iain Greenock who will retire at the 
end of June joined the company in 1975 
and was appointed Finance Director in 1998.
Throughout these long periods of service
both Alan and Iain have consistently given 
a level of application and professionalism
which has contributed substantially to the
company’s success over that time and 
I would like to thank them on behalf of 
all our shareholders and wish them both
well in their retirement.
After the conclusion of an exhaustive
recruitment process I am pleased to 
confirm that we have been able to appoint
two capable and experienced candidates 
to the vacant positions. Andrew Memmott, 
who joined the company in 1990 and was
most recently Head of Manufacturing, was
appointed Operations Director on 1st March.
We also anticipate the appointment on 
1st July of Alex Short as Finance Director.
Alex is currently Group Finance Director of
William Grant & Sons Ltd, a major company 
in the alcoholic drinks industry. I look forward
to the contributions that these two new
board members will make to the company.
Prospects
Competition within the soft drinks industry
remains intense and is now spread over 
the much wider range of products which
today’s consumer demands. To meet this
change we have continued to widen our own
portfolio into those categories which offer
prospects of profitable growth while, at the
same time, we remain aware that traditional
carbonates will for the future remain the
largest soft drinks category. We are confident
that the strength of our core brands in that
category will enable us to successfully
develop the widening portfolio with which 
we are now engaged.
Robin Barr Chairman
“...over the last six years we have
been able to raise the total dividend
for the year from 21.60p to 39.00p –
an overall increase of 80.6%. ” 
Chairman’s
Statement
IRN-BRU
IRN-BRU stole the show at the Scottish Advertising
Awards 2007 in Glasgow. It was the 21st year of the
awards ceremony and IRN-BRU was awarded The
Best Brand, The Best Slogan for ‘made in Scotland
from Girders’ , Best Radio commercial, Best Poster
and Best Advertising Campaign in the last 21 years.
The phenomenal evening was completed by IRN-BRU’s
snowman advert winning the Grand Prix Award. This 
is an award given to the best overall advert of the year.
Robin Barr Chairman Annual Report and Accounts 2008 03
“Over the course of the last 
financial year our business 
has delivered a strong 
overall performance. ”
Chief Executive’s
Statement
Basic earnings per share (p)
2008
2007
2006 65.06
69.65
86.75
Dividends for financial year (p)
2008
2007
2006 31.75
35.00
39.00
Roger White Chief Executive
Financial Performance
Over the course of the last financial year 
our business has delivered a strong overall
performance. We have continued to execute
our value based growth strategy and despite
the extremely poor summer weather and 
its consequential impact on the soft drinks
market we have delivered growth in sales
revenue, operating margin and profit, at 
the same time as we further invested in our
brands and assets. The pace of operational
change has continued to be challenging but
we remain confident in our ability to deliver
improved financial performance even in times
of significant change.
Although the poor summer weather impacted
the soft drinks market we continued to make
good financial progress with pre-tax profit,
before exceptionals, increasing by 11.4% from
£19.1m to £21.3m. This strong performance
was underpinned by improvements in
operating margins reflecting the impact of the
benefits in our Scottish supply chain project
beginning to flow through.
Total sales grew by 4.6% from £141.9m to
£148.4m in the period (2.7% on a like-for-like
basis adjusting for the Strathmore Water
business acquired in June 2006), highlighting
the resilient nature of our brands which 
have collectively grown market share across
the year. 
Although we continued to manage our
business primarily focusing on value not
volume, we did, as previously indicated,
marginally increase our promotional weight 
in the multiple retailers sector across the
summer period. This initiative in tandem
with our ongoing development of the impulse
market and a strong control over costs
ensured that we successfully delivered our
business targets across the summer period
despite the challenging market conditions.
Operating profit before exceptionals increased
by 11.2% and the operating margin improved
in line with our expectations from 12.9% to
13.7%. Further improvement to operating
margin is expected from our restructuring
programme although increased marketing
support costs are planned as we further
develop our brand portfolio for the long-term.
Capital spend in the period was £12.5m 
and, although lower than the prior year, it was
higher than long-term average levels as we
completed our major restructuring projects.
During the second half of the year we
completed the clearance of and exit from 
our Atherton site. This location is now 
surplus to our operating requirements and 
a marketing process has now commenced.
Despite our high level of capital spend, 
we were able as a consequence of our
continued focus on cash management to 
exit the year with £17 .9m of cash in the bank.
Tizer
Tizer’s distinctive poster and magazine advertising
campaign supported the introduction of the brand’s
new more natural formulation containing 10% real
fruit juice with no artificial flavourings, no artificial
sweeteners and no artificial colours and helped the
brand to achieve a 15% increase in sales during 
the re-launch period. 04 Annual Report and Accounts 2008
We acquired the Vitsmart and Vitaminsmart
brands from Chartered Brands in December
2007 for a potential total consideration 
of £350,000. This acquisition will give us a 
head start in the enhanced waters category
with an existing product range and revenue
streams to quickly build on. The total sales 
of Vitsmart/Vitaminsmart in 2007 were
approximately £1m at retail sales value.
We also announced the acquisition of the
Taut sports drinks business in late January
2008. The business was acquired for 
a nominal sum of £1 and had operating 
losses of c£1.3m in 2006. This acquisition
also gives us a strong point of entry into 
the sports drinks category with a brand that
has already had a significant marketing and
promotion spend behind it and importantly 
a credible position with both consumers and
the trade in this key growth category. The Taut
business will be rapidly consolidated into our
operating structure and we expect that the
operating losses will be stemmed during 
the early part of 2008/09. It is consequently
anticipated that Taut will not have a material
impact on the operating performance of the
business in 2008/09 financial year.
The Market
Over the course of the 2007/08 financial 
year the total soft drinks market grew in
value by 3% however its volume dropped 
by 2% (source Nielsen Scantrack 12 months
to 26th January, 2008). This performance
reflects the difficult year-on-year comparison
in the summer months which contrasted the
U.K.’s hottest summer in 2006 with its wettest
in 2007. This poor summer position was
particularly evident in those sub-categories
which had done best in the summer of 2006
– namely water, dilutables and fruit juice.
Carbonates in comparison performed
relatively better. This was partly due to 
less difficult comparators but further confirms
our view that good quality, well supported
carbonate brands can continue to offer good
growth prospects. In the twelve month period
carbonates were up 4% in value and slightly
down in volume. Within the carbonates
sector the decline of a number of historically
poorer performing non-differentiated fruit
carbonate brands continued.
Regardless of weather the two sub categories
which have consistently performed strongly
over the last two years are sports and energy,
in both still and carbonated format. With
growth in the last twelve months in excess 
of 20% in volume and value these sub
categories continue to form much of the
engine for growth in the category as a whole.
With this in mind it is even more important 
to develop our portfolio into these key areas
of potential for future growth.
During the last twelve months our pence 
per litre (PPL) as measured by Nielsen has
continued to improve, increasing by 2% on
core Barr brands. This growth is marginally
lower than the prior twelve months reflecting
our stated plan of increasing promotional
weight in multiples as well as the highly
competitive nature of the market during 
the difficult summer period. We anticipate 
a return to our historic level of promotional
weight in 2008/09 and consequently 
expect our own PPL to rise at or possibly 
in advance of industry average levels.
“We anticipate a return to our historic
level of promotional weight in 2008/09
and consequently expect our own PPL
to rise at or possibly in advance
of industry average levels. ” In July 2007, at Hampden Park, the home of Scottish
Football, IRN-BRU announced its £3m three year
sponsorship deal with the Scottish Football League. 
The sponsorship represents a major contribution to 
the football landscape of Scotland, its clubs and its
communities. Roger White commented: ‘The passion 
and commitment shown in Scotland towards football 
is inspiring and a great fit for IRN-BRU’ .
“what a 
great result”
  IRN-BRU ACTIVITY
• New IRN-BRU packaging is launched.
• IRN-BRU ‘Feel Phenomenal’ campaign is launched
which consists of a new TV advert shot on the IRN-BRU
revolution ride at Blackpool Pleasure Beach. Four Goths
are featured in the advert which is a ‘homage’ to the
Jim’ll Fixit Cub Scouts story from the 1970’s.
• IRN-BRU announces a new 3 year, £3m sponsorship
deal with the Scottish Football League to sponsor SFL
leagues 1, 2 and 3 which become the IRN-BRU Scottish
Football League 1, 2 and 3. Annual Report and Accounts 2008 05 06 Annual Report and Accounts 2008
Strategy
Our core strategic focus remains 
unchanged and we continue to develop 
our strategy around:
• Core brands and markets
• Portfolio development
• Route to market
• Partnerships
• Efficient operations
In addition, the ongoing development 
of our people underpins each of these 
areas of strategic focus.
Much of our time and effort in the last 
twelve months has been spent in pursuit 
of our goal of building a sustainable future
growth platform for the business.
We have therefore allocated increased
resources towards the areas of core brands
and markets, portfolio development and
partnerships all of which are central to
meeting our future growth aspirations.
Core Brands and Markets
The Barr brands portfolio performed well in
both market share and absolute sales terms
across the year. Although the poor summer
weather had a negative impact on the total
soft drinks market our market share was at 
its strongest in the difficult summer months
demonstrating the underlying brand strength
and consumer demand for our core brands.
The continued focus on product quality 
and consumer preference, in particular 
their taste preferences on a regional basis,
has paid further dividends in improved 
sales performance across our range and
throughout the U.K.
IRN-BRU and Diet IRN-BRU both 
continued to show good year-on-year 
growth increasing sales revenue by over 
3%. Considerable market share gains were
also made especially in England and Wales
where the IRN-BRU brand grew market 
share by 10% in the period. This market
share performance contrasts starkly with
competing other flavoured carbonate brands 
– Fanta and Tango – both of which lost
significant volume and share over the year.
The IRN-BRU brand is now in value share
terms bigger than the combined size of the
Lilt, Sprite and Tango brands. After a huge
initial sales performance IRN-BRU 32 has
settled into a stable rate of sale which reflects
its position in the portfolio as a long-term
product focused on energy drink consumers
specifically in the Scottish market.
In an exciting year for the brand, IRN-BRU
became the main sponsor of the Scottish
Football League cementing its position as 
a prominent supporter of grass roots sports
throughout Scotland. With a combination of
centrally controlled football initiatives balanced
with local club support and activities, this three
year deal gives the IRN-BRU brand a great
platform for communication. In tandem with
the continued increase in overall marketing
investment behind the IRN-BRU brand the
packaging was further updated with the classic
IRN-BRU bottle design now represented
across the whole impulse portfolio and a
higher level of focus behind the 250ml small
bottle range. The IRN-BRU brand is in good
health with the potential to deliver further
exciting developments across 2008/09. The St. Clement’s range has been developed to fit 
in with the new Schools guidelines – and sales are 
very healthy in this sector.
“this’ll keep
my mum
happy and it
tastes great” 60%
100%
Pure Juice in Simply Pure
100%
Juice in Simply Juicy
Juice in St. Clement’s Pure Juice
ST. CLEMENT’S ACTIVITY
• St. Clement’s offers a range of fruit based drinks, 
pure juices and smoothies that really deliver on taste. 
• 21% growth in the St. Clement’s brand following the
launch of new St. Clement’s Juices and Smoothies 
in September 2007. Annual Report and Accounts 2008 07 08 Annual Report and Accounts 2008
Orangina has had another excellent year 
with revenue growth of 13% reflecting
consumers’ response to the increased
marketing investment in the brand and also
the significant improvements to listings and
distribution. The creative and commercial
plans for 2008/09 suggest that the current
momentum should continue.
Tizer was re-launched at the start of the year
with the addition of real fruit juice and with 
no artificial colours, flavours or sweeteners 
– the “new original recipe” Tizer. Tizer has
performed in line with the other flavoured
carbonates sector this year with sales down
4% reflecting a combination of the poor
summer and a number of previously lost
listings impacting sales. Tizer has recovered
7% in PPL but now needs to re-establish 
its distribution and listings across 2008/09.
The underlying strength of our regional
offerings whether in the West of Scotland,
Central London or the M62 corridor has once
again delivered good growth. Our regional
portfolio including D‘N’B, KA, Red Kola and
the Barr range substantially outperformed 
the market with all brands in growth and 
a particularly encouraging performance 
this year in the London area.
Over the course of the last year we
rationalised our water offering to focus 
the Findlays brand on water coolers and
Strathmore as our main retail/food service
water brand. We commenced, as planned, 
our marketing activity behind the Strathmore
brand including a heavy weight TV advertising
campaign and outdoor media in Scotland
despite the weakness in the overall water
market during the summer of 2007. The
launch of Strathmore into the impulse market
has gone well although the poor market
conditions experienced by the water category
overall has held sales flat. The water market
remains competitive but we plan to continue
to develop Strathmore as a premium brand 
in the sector. We have further initiatives
designed to build the brand included 
in our programme for 2008/09.
Portfolio Development
During the last twelve months we have 
made significant progress in the development
of our portfolio across the wider soft drinks
category. It remains our firmly held view that
taste is a key determinant of success and 
that consumers wish a range of products –
traditional carbonates, still/fruit based products
and functional drinks. Our efforts to accelerate
our developments and improve our speed 
to market have seen further progress in the
development of the St. Clement’s brand with
the launch of a range of juices and smoothies.
These high quality products are marketed
with both the consumer and trade in mind 
– they are designed to be “stored ambient 
and served chilled” . They are positioned at 
a good value for money price point, meeting
the demands of the impulse channel where
chilled storage and distribution is an issue
and allowing increased numbers of consumers
access to a high quality product category 
at a competitive price in this channel.
We have also re-designed our schools 
range once more in the period to meet 
the challenging and often inconsistent
requirements of this sector.
In our efforts to develop our portfolio we
have taken a pragmatic approach to satisfy
our growth and development aspirations –
consequently we have not only designed 
and launched several new products under
our existing brand names but we have also
purchased brands. The acquisitions have
been in sectors which we believe are capable
of real sustained future growth where speed
to market and brand credibility is important.
The purchase of the Vitsmart/Vitaminsmart
brands and the Taut sports drink business
allows us a fast start into these key categories
with the potential to grow quickly over the
course of the next few years.
Our commercial partnership with Rockstar
commenced in the final quarter of 2007/08
with the launch of three Rockstar variants 
– standard, diet and a juiced product – 
into the U.K. The large can energy market 
is growing quickly and with the product 
and marketing support of Rockstar we can
provide an exciting range to consumers 
in this growing category.
Last year has therefore seen considerable
development in our portfolio and brought 
us to a position where we are becoming 
a more balanced business, with prospects 
of growth across multiple brands in almost 
all key sectors.
Strathmore
Strathmore sprang onto TV with its first ever 
award winning TV advert as part of a £1m
marketing drive in Scotland. Strathmore also
handed out over 300,000 bottles of the spring 
water to thirsty runners, walkers and cyclists over
the summer at charity road races across the U.K. Strathmore Spring Water is delighted to be the Official 
Water Sponsor of the Albert Bartlett Edinburgh Marathon 
and looks forward to refreshing the runners with pure, 
natural Scottish Spring Water rich in beneficial minerals.
“spring water
and thirsty
runners; 
a winning
formula” STRATHMORE ACTIVITY
• The first ever Strathmore TV adverts are launched in
2007. “Double Dutch” and “Ribbon” support both the
contemporary “look” and the traditional “provenance”
of the Strathmore brand.
• Strathmore gains new distribution in the impulse
market – and launches an on-pack competition 
to support The Princes Trust charity.
• Strathmore is able to support the July 2007 flood 
relief efforts in Gloucestershire by sending emergency
supplies direct to the region.
• Strathmore grew by 16% in the “take home and
impulse market” – despite the poor summer which
saw the total water market slightly down on 2006.
Source Nielsen. Annual Report and Accounts 2008 09 10 Annual Report and Accounts 2008
Route to Market
Supporting the rapid growth of our 
portfolio is crucial in route to market 
terms. We have continued to invest in the
infrastructure to develop our specific route 
to market. Although the impulse market
remains an important focus for our efforts, 
we have improved performance and resources
across all our key trade channels and will
continue to do so. The roll out of our new
Customer Relationship Management software
is planned for early in the 2008/09 financial
year following a full year of development work.
This system is designed both to improve our
cost efficiency and at the same time enhance
our overall customer service offering.
Partnerships
Our ability to form strong strategic
partnerships remains a cornerstone of 
our operating philosophy. Throughout 
the business we encourage a partnership
approach with both internal teams and 
our key external business contacts.
During the last year our Orangina business
has continued to improve with total sales 
of Orangina International products now over
£8m. We are committed to developing the
Orangina business in the U.K.
Our partnership with the Rockstar team has
made an excellent start with huge interest 
in the brand and a strong executional plan
for 2008.
We have seen strong growth from the
Rubicon brand and will continue to work with
the Rubicon team to deliver contract filling 
and route to market support for the brand.
On a less positive note we ended our supply
of carbonated PET and can products to
Marks and Spencer during the course of last
year. This was our only piece of customer
own brand business and accounted for 
sales of £1.7m in 2006/07 . However, we have
recently launched a new range of traditional
carbonates in glass bottles with Marks and
Spencer. This traditional range is targeted 
at slightly older consumers and has made
good early sales progress.
IRN-BRU in Russia has done very well over 
the last twelve months with local sales up 
20% versus the overall carbonated soft drinks
market in Russia at +7%. This performance
continues to give us confidence that the 
IRN-BRU brand can be further developed
outside the U.K.
Exports to our partners in Spain increased by
32% and our fledgling business in Australia
broke through the 1 million litre mark ahead
of plan.
We have once again continued across 
the year to work with our key partner
suppliers in many fields to manage risk,
enhance quality and improve efficiency
while reducing environmental impacts.
“Throughout the business we
encourage a partnership approach. ” D‘N’B continued its support of Rugby League and will 
be the official soft drink of both the “Super League” 
and “Team England” in 2008.
“it’s a favourite
with the fans” REGIONAL ACTIVITY
• Our Regional Brands – or Regional Gems as we like 
to call them – continued to grow and prosper in 2007 .
• All our regional brands saw good growth in 2007 
and as a business we remain well placed to cater 
for increasingly local preferences and tastes.
• KA continued to grow investing in local activity 
such as the Notting Hill Carnival. KA also launched
Abbots Ginger Beer, a more traditional tasting “fiery”
Ginger Beer.
• Barr continued to go from strength to strength both
North and South of the border – with investment 
in new products and packaging. Annual Report and Accounts 2008 11 12 Annual Report and Accounts 2008
Efficient Operations
The structural changes in which we have
invested over the last twenty four months
have now started to deliver the operating
efficiencies and cost savings as planned. 
Our fewer, larger operating sites have 
had a busy year with the completion and
commissioning of our new can line being 
the single biggest investment. Across all 
our sites we have continued to invest to
improve flexibility, cost, quality, safety and
service. This has not been an easy year
within our core operations – new systems
and new people, operating on updated sites
plus a major new line being commissioned 
at Cumbernauld with the added dimension 
of the planned closure of our Atherton site 
in June. Throughout these changes our focus
on the continuous improvement of cost and
efficiency coupled with improved flexibility
has enabled all our teams to deliver our
operating plan.
The further development of our product
portfolio is naturally giving us increased
operational challenges to meet which we 
are confident we will tackle successfully. 
As we look forward our operational efforts 
will continue to focus on efficiency and 
cost. However, increasingly operational
complexity and the environment will play
larger roles in our long-term planning. 
Our asset base is in good health but 
we cannot afford to be complacent since 
we have stretching improvement targets
throughout our operations. Further investment
planning is now underway with long-term 
site development plans being created for 
our key locations.
“The structural changes we have
invested in over the last twenty
four months have now started to
deliver the operating efficiencies
and cost savings as planned.”
Vitsmart
Vitsmart is a range of functional waters
delivering 50% of your RDA of vitamins 
in a 500ml bottle. The brand will allow us 
a credible entry into this rapidly growing
sector, with products that have existing 
retail distribution and consumers. 
Rockstar
Our partnership with Rockstar, the successful
US energy drinks brand, started with a launch
into the impulse trade prior to Christmas 2007
with very encouraging sales. With multiple
grocery distribution in place for the summer,
expectations are high that the brand will
perform well in 2008.
Taut
Our newly acquired sports drink brand TAUT
has a unique selling point in the fast growing
sports drinks market, that of being ‘the first
clean sports drink’ on the market. This is an
exciting addition to our business and helps 
us to broaden our offering in total soft drinks. Annual Report and Accounts 2008 13
People 
The business performance improvements of
the last twelve months have been delivered 
by the people in our business. Through 
sheer hard work, experience, talent and
commitment many have overcome significant
hurdles to deliver the financial performance 
we have achieved. I would like to thank
everyone for their efforts.
I would also like to specifically thank the
team at our Atherton site who worked
effectively and with great spirit until the final
can was filled at that site in June of last year.
At board level the retirement of Iain Greenock,
Finance Director and Alan Bibby, Operations
Director will be a great loss and I would like
to thank them for their many years of service
and the great impact they have both had on
the business. We were however pleased to
welcome Andrew Memmott to the board on
his appointment as Operations Director and
we look forward to Alex Short joining us as
Finance Director during the summer of 2008.
I am pleased to welcome Julie Barr to the 
role of Company Secretary. Julie joined 
the company in 2004 following her earlier
legal career.
Throughout the last year we have continued
to improve our training and development
across the business with 25 managers
benefiting from our Business Leadership
programme and 9 managers participating 
in our First Line management programme. 
Another 32 managers achieved further
external qualifications such as National
Vocational Qualifications during the last
twelve months.
As our business grows and develops
communication becomes more important. 
This is an area we aim to further develop. 
We have established local consultation teams
as a first formal step and improved our internal
KPI and performance briefings. We will
continue to invest time and effort across 
the business to ensure people development
and communication keeps pace with the
business as it develops.
Outlook
The business, despite mixed weather and 
a competitive soft drinks market, performed
well over the last financial year. The soft
drinks market remains a challenging but
rewarding sector although it is changing and
its complexities are increasing – it is not as
simple as carbonates and stills or full sugar
and diet – consumers are becoming more
selective, media is fragmenting, demographic
profiles are changing. We need to take
account of all of this in moving the business
forward but we must also remember not to
lose sight of the basic fundamentals – taste,
brand differentiation and product availability.
We have, as planned, delivered improved
operating profit during the last twelve months
and we have increased the momentum behind
the development of our portfolio. We must now
continue to both invest behind our core brands
at the same time as we provide support to our
growing portfolio of new brands.
Although the general economic outlook is
somewhat uncertain and there is pressure 
on margins from increased input costs across
our industry we remain optimistic that we are
well positioned to ride out these difficulties
and look forward to further sustained
business growth and improvement.
Roger White Chief Executive
Orangina
Orangina 500ml and 2 litre bottles were re-launched
with an exciting new design featuring a 3D swirl 
on the bottles. The brand’s marketing campaign
also stood out in 2007 with its moving LCD screen
adverts on The London Underground and its bus
rear creative. In 2008 we will re-launch the brand’s
iconic 250ml bulby glass bottle in the U.K.
“Through sheer hard work,
experience, talent and commitment
many have overcome significant
hurdles to deliver the financial
performance we have achieved. ” 14 Annual Report and Accounts 2008
01 W. ROBIN G. BARR, C.A. (70)
Joined the company in 1960. Appointed 
director in 1964 and chairman in 1978. 
02 ROGER A. WHITE, M.A. (Hons) (43)
Joined the company in 2002 as managing 
director. Appointed chief executive in 2004. 
03 IAIN F. GREENOCK, C.A. (60)
Joined the company in 1975. Appointed 
secretary in 1995, financial director in 1998.
04 ALAN A. BIBBY, B.Eng., F.Inst.B.E. (56)
Joined the company in 1977. 
Appointed operations director in 1985. 
05 JONATHAN D. KEMP, B.A. (Hons) (36)
Joined the company in 2003 as
commercial director. 
06 RONALD G. HANNA, C.A. (65)
Joined the company in 2003 as a non-
executive director. Currently chairman 
of both BowLeven plc and Glasgow
Investment Trust and a director 
of Edinburgh High Income Trust.
07 JAMES S. ESPEY, B. Com., M.B.A., Ph.D. (64)
Joined the company in 1999 as a 
non-executive director. Currently a 
non-executive director of Fuller Smith 
& Turner P .L.C. 
Board of
Directors
01 03
05
04
06
02
07 Annual Report and Accounts 2008 15
25 Years 
Service Awards
Lesley Fildes
Planning and materials officer
Paul Yarwood
Service driver
Michael Mee
Warehouse operative
Ross Hannah
Water cooler manager
Brenda McLeod
Company secretarial officer
David Sigley
Branch checker
Patrick Case
Production operative
Alex Lyndsay
Barr service supervisor
Ronnie Todd
Driver/sales representative
Janet Fahey
Cost clerk
Employees achieving 25 years service during the year are pictured below: 16 Annual Report and Accounts 2008
Environment Policy
Policy
We are committed to prevention of 
pollution and continual improvement of 
our environmental performance in line with 
all relevant environmental legislation and
further self-imposed targets.
Strategy
• Management of key environmental issues;
monitoring and evaluating impacts such 
as energy consumption, packaging design
and effluent discharge.
• Consider and review the environmental
impact of investment decisions.
• Agree specific plans to achieve target
improvements.
• Achieve and maintain the British standard
BS EN ISO 14001.
Sustainability
We continue to promote sustainability
objectives through our environmental
programme to conserve where possible
natural resources, protect natural ecosystems
and minimise our environmental impacts. 
The operations director has responsibility 
for carrying through our environmental
programme.
Environmental Programme
ISO14001
During the implementation of the BS EN ISO
14001 environmental management system
across our business we have embedded 
a culture of environmental awareness 
and resource efficiency. Due to this we 
have been successful in making a number 
of improvements in optimising our energy
and water usage and reducing the level 
of packaging used on our products. This
programme will continue through 2008. 
The integration of the Strathmore Water
business has required changes to the 
factory and warehouse processes to achieve
certification to the internationally recognised
environmental management system, BS EN
ISO 14001. The team at Forfar attained this
recognition in November 2007 . 
Pollution Prevention and Control
With the closure of our Atherton factory
during 2007, the Pollution Prevention and
Control Permit for this site was surrendered.
In October 2007 the Environment Agency
reported satisfaction that the site had 
suffered no environmental degradation. 
We submit regular environmental reports 
to both the Environment Agency and Scottish
Environmental Protection Agency for our
remaining permits. All our applications,
permits, surrender documentation and reports
are publicly available from the Agencies. 
Climate Change Levy
We are now in the fourth Climate Change
Levy ‘Milestone Year’, which ends in
September 2008. The government targets 
are becoming more challenging with a
greater reduction in energy usage needed
year-on-year. Actions put in place during
2007 will make the Milestone Four target
achievable across our company.
The current Climate Change Levy rebate
scheme ends in 2010. Over the ten year
lifetime of the scheme, we will have had to
reduce energy usage by 20% in return for
energy tax rebates. By using more energy
efficient equipment and processes we are
well-placed to achieve the required 20%
reduction ensuring receipt of the Levy 
rebate until 2012.
Corporate and
Social Responsibility
“We are committed to
prevention of pollution and
continual improvement of our
environmental performance. ”
Bottle Blowing Efficiencies at Mansfield
At our Mansfield factory, a major upgrade in our
bottle blowing capability has not only provided 
us with greater capacity, but with a smaller energy
footprint. The new bottle blowing equipment can
deliver the same number of bottles produced on 
the old equipment during 2007/08 whilst emitting 
100 tonnes less CO2 (i.e. enough to carbonate 
13 million cans of IRN-BRU).
Mast Overhead at Cumbernauld
A.G.BARR p.l.c. have commissioned a detailed feasibility 
study of the potential for a medium to large scale wind
development at their Cumbernauld site. The electricity
generated would aim to offset a considerable proportion 
of the sites electrical input demand. In addition an
environmental overview is being undertaken including
communication with the relevant stakeholder bodies. 
Work is expected to continue through this coming year 
to assess the suitability of this potential development. “reviewing 
and setting
environmental
targets locally 
and within 
our business
goals”
In 2008 we will start a new partnership with The Prince’s Trust.
The trust helps 14 to 30 year olds who are in or leaving care,
struggle at school, are unemployed or have been in trouble 
with the law. It has become the U.K.’s leading youth charity,
offering a range of opportunities including training, personal
development, business start-up support, mentoring and 
advice. We will support the work of the trust by investing 
in a number of their community programmes across the 
U.K. with a particular focus on Scotland. The Strathmore 
Water brand will provide the Trust’s water requirements for 
their various fundraising and recognition activities throughout 
the year. Throughout our business we will encourage all 
our employees to engage with the work of the Trust through
organising fundraising activities and engaging directly in the
projects that we will be supporting. The Prince & Princess of Wales Hospice Sportsman’s Dinner
We have sponsored this annual dinner for over 10 years and
it is the charity’s most successful annual fundraising event 
of the year. The Glasgow Hospice provides care and comfort
to terminally ill patients and supports their carers and families.
Jimmy Rexter
Recycling and reuse has always been at the core of A.G.BARR’s
business. Not only do our Returnable Glass bottles get sold
around five times during their life time, but we also know 
that the 20p bottle deposit plays an important role in helping
many charities to raise funds. Jimmy Rexter from Cumbernauld
has dedicated the past 25 years to collecting Barr Soft Drinks
returnable glass bottles and has raised more than £100,000
for Scottish charities, an incredible achievement which we
celebrated with him during a recent visit to Cumbernauld.
Partnership with Westfield Primary School
We were delighted to have been invited by North Lanarkshire
Council to enter into a local Business Education Partnership
agreement with Westfield Primary School in Cumbernauld 
as part of a refreshing approach to enterprise in education.
Our staff will work closely with the pupils from Westfield to
support them in various enterprise projects within the school.
The overall aim is to give the pupils a real and practical
experience of the working world. It also provides us with the
opportunity to put something back into the local community. Annual Report and Accounts 2008 17
We have commissioned a detailed feasibility
study to investigate the potential for significant
scale wind power development at our
Cumbernauld site. The electricity generated
would aim to offset a considerable proportion
of the site’s electrical input demand. In addition
an environmental overview is being undertaken
including communication with the relevant
stakeholder bodies. Work is expected to
continue through this coming year to assess
the suitability of this potential development.
Water Usage
Water is an essential part of our products
and processes, therefore, it is of utmost
importance that it is used responsibly. Each
year we use over 500 million litres of water
from municipal and groundwater sources. 
Inevitably, our production processes create
wastewater. By focusing on reducing our
water usage we also reduce the amount 
of wastewater we produce which is suitably
treated before being returned to the natural
environment. 
Transport
The transport and distribution of our goods 
is a fundamental part of our business and
has its own set of environmental impacts. 
To negate these impacts, amongst other
things, we closely monitor our fuel usage 
and have given SAFED (Safe and Fuel
Efficient Driving) training to all our drivers 
in an attempt to promote more economical
driving styles. Our distribution management
teams are focused on maximising the
efficiency of our distribution operations 
to reduce both costs and emissions.
We have trialled eco-friendly delivery vehicles
and plan to introduce these to the fleet during
the course of 2008/09.
Packaging Waste
The U.K. government continues to increase
the percentage of packaging waste we 
are obligated to recover and recycle each
year; this is regulated through the Producer
Responsibility (Packaging Waste) Regulations.
Our Packaging Compliance Scheme
Managers, VALPAK, help to ensure that 
we meet these targets.
Over and above this, as a responsible
manufacturer, we have reduced the
environmental impacts of our packaging
across our product range. One of the most
significant ways we achieve this is by applying
the latest material technology to reduce 
the weight of our packaging. This not only
reduces the amount of raw materials needed
but can also increase product distribution
efficiencies. We will continue to minimise 
the weight of material used to package 
our products whilst maintaining the quality
and safety of our products. In recent years
we have made significant improvements 
in reducing the total weight of packaging 
in our top three packs – 16% on 500ml PET,
9% on 2 litre PET and 3% on 330ml cans.
Quality and Food Safety
Quality
BS EN ISO 9001 continues to be the
foundation of our quality management
system and inclusion of the Strathmore
production site was a priority during 2007.
The new warehouse and distribution centre 
at Cumbernauld has also been incorporated
into the scope of our certification following
external audit by our assessment auditors
Lloyds Register Q A.
We also maintain externally audited
certification at our three main production
sites to the British Retail Consortium’s 
Global Standard for Food.
Food Safety
The principles of HACCP (Hazard Analysis
and Critical Control Point) have been applied
to all of our production facilities. In addition 
to a company-wide analysis, each factory
undertakes a study to identify any additional
local features that require special attention.
Our quality management system is used 
to monitor the critical control points and 
to ensure that these are maintained through
audit and review. 
Procurement
Our ethical purchasing policy is based 
on the Institute of Purchase and Supply’s
recommendation. Our team of trained
auditors work with our suppliers to ensure
that our needs are fully conveyed. They
provide us with an additional level of
confidence in the quality of both raw and
packaging materials. The high level of
supplier performance also helps to maintain
the efficiency of our factories with less 
down-time and less waste. We continue 
to require our suppliers to maintain the 
GM-free status of our raw materials.
Lightweighting Strathmore Bottles
Packaging development work has enabled 
a reduction in bottle weight for the popular
Strathmore 500ml PET packs. This will save 
over 5% of the plastics used for these bottles 
in 2008. 18 Annual Report and Accounts 2008
Health and Safety
It is the policy of the company to take 
all reasonable steps to provide for our
employees and visitors to our sites a safe 
and healthy work environment in which 
to carry out our business. We believe that
effective management of health and safety 
is integral to our business success. The
management at each of our locations is held
accountable for the effective control of health
and safety on-site. In addition to a company
health and safety manager, each operating
site has an appointed manager trained to
NEBOSH (National Examination Board of
Occupational Safety and Health) certificate
standard to provide local health and 
safety expertise.
Health and Safety guidance notes, specifying
the overall safe systems of work for each
area of risk, are developed and made
available for implementation at site level 
by the operating managers. 
The year to January 2008 has seen a
significant improvement in our safety
performance including a reduction in the
number of accidents reportable to the Health
and Safety Executive (HSE) to 19. By the
nature of our business, the main causes 
of accidents are manual handling and slips,
trips and falls, some of which happen off
our sites in the course of product delivery. 
All accidents are thoroughly investigated 
to enable appropriate corrective action 
to be taken and initiatives are planned 
in 2008/09 to provide additional focus 
on accident prevention.
The company operates an annual health 
and safety action plan and sets key
performance safety targets to facilitate
continuous improvement. Local safety
committees meet monthly to review their
safety performance and implement action
plans from safety inspections and safety
audits. The main company safety committees,
supported by the health and safety manager
and led by senior managers, meet quarterly
to review the company safety performance. 
A comprehensive health and safety audit
developed internally specifically for
A.G.BARR, is used to annually audit our
factory, warehouse and office workplaces
and each site has the responsibility of
implementing the action plan issued.
The board of directors require implementation
of the health and safety policy, compliance
against the safety guidance notes and
completion of safety action plans across all
areas of the business and this is reviewed
every quarter.
Employees 
We recognise that the talent and skills 
of our workforce are vital to the company’s
continuing success. Staff are encouraged 
to develop their skills through a range 
of activities including project work,
secondments and off-the-job training. 
We provide some 68 internal training
programmes covering a wide range of 
topics such as Management Skills, Personal
Development and Health and Safety and, 
in addition, 195 delegates attended external
training courses and 43 employees have
gained formal qualifications during the year.
In the year ahead, all employees will have
their own agreed Personal Development 
Plan setting out the planned learning and
development activities that will help them 
to develop their skills and potential to the full.
Pay and benefits are benchmarked against
other companies to ensure the rewards to
staff are competitive and we seek to ensure
that employees are provided with a safe and
healthy work environment and a guarantee 
of fairness and equal opportunities. For other
employment matters see the directors’ report
on page 20.
Community
Each of our sites is encouraged to be
involved with its local community and to
support, where possible, some of its local
community charities and events. We try 
both to convey the message of social
inclusion in any grass roots activity that we
support and maintain links with all sections
of the community. Our employees are able 
to participate in events sponsored by the
company. This may involve taking part, fund
raising or raising awareness for the activity.
We also try to motivate employees in health
awareness schemes, encouraging and
highlighting their achievements.
“This high level of supplier performance
also helps to maintain the efficiency 
of our factories with less down-time,
fewer errors and less waste.”
Strathmore More Pallets Per Load
Our focus on maximising the efficiency of our
distribution operations to reduce both costs and
emissions can be illustrated by the integration of the
Strathmore Water business into the Barr distribution
network. During this period we have seen an
increase in vehicle utilisation of 10%. This improved
use of the fleet reduces the number of vehicle
movements and thereby reduces our fuel usage.
Zero Emissions Trucks
Trials are continuing in our Walthamstow and
Newcastle depots of a groundbreaking eco-friendly
electric delivery truck. We are the first in the soft
drinks industry to trial these vehicles which run
off a rechargeable battery and cover an impressive
120 miles before needing to be recharged.  Accounts
Accounts
Annual Report and Accounts 2008 19
20 Directors’ Report
21 Statement on Corporate Governance
22 Directors’ Remuneration Report
27 Consolidated Income Statement/
Statements of Recognised Income and Expense
28 Balance Sheets
29 Cash Flow Statements
30 Accounting Policies
34 Notes to the Accounts
56 Independent Auditor’s Report
57 Review of Trading Results
58 Notice of Meeting
  The profit after tax as shown in the consolidated income
statement amounted to £16.838m (2007: £13.191m). 
The directors have paid the following dividend appropriations
during the year:
Dividends £000
Final dividend paid 8th June, 2007, 
24.75p per share (2007: 22.00p) 4,673
Interim dividend paid 26th October, 2007, 
11.00p per share (2007: 10.25p) 2,078
Total dividends 35.75p per share (2007: 32.25p) 6,751
The proposed final dividend of 28.00p will be posted on 
5th June, 2008 if approved at the company’s annual general
meeting on 19th May, 2008.
Activities of the group
The principal activity is the manufacture and sale of soft drinks.
A review of trading during the year and future prospects is
contained in the statements of the chairman and the chief
executive on pages 2 to 13.
Property, plant and equipment
The directors are of the opinion that the existing use market
value of the properties at 26th January, 2008 was not materially
different from their book value.
Employee involvement
Using regular briefing procedures, managers keep employees
at all levels informed about matters affecting the policy,
progress and people in the business in which they work.
Twice yearly the briefing includes a report on trading results.
The directors are committed to the principle of employee
share participation through the Savings Related Share Option
Scheme, the Performance Related Share Scheme, the Long
Service Award Scheme, the All-Employee Share Ownership
Plan and the Long-term Incentive Plan.
Employment of disabled persons
Applications for employment by disabled persons are always
fully considered bearing in mind the respective qualifications
and abilities of the applicants concerned. In the event of
employees becoming disabled every effort is made to ensure
that their employment will continue. The training, career
development and promotion of a disabled person is, as far 
as possible, identical to that of a person fortunate enough 
not to suffer from a disability.
Payment policy and practice
The policy is to make payment on the terms agreed with
suppliers when satisfied that the supplier has provided the
goods or services in accordance with the agreed terms 
and conditions. There is no standard or code which deals
specifically with the payment of suppliers. 
At 26th January, 2008 trade payables represented
approximately 36 days purchases based on the average 
daily amount invoiced by suppliers during the year.
Directors
The directors of the company, together with biographical
notes are shown on page 14. All the directors held office
throughout the year. The directors retiring by rotation are
W.R.G. Barr and J.D. Kemp, who, being eligible, offer
themselves for re-election. Both directors have service
contracts which are terminable on a basic one year’s 
notice (see page 23).
Following the completion of his third three year contract as 
a non-executive director, the re-appointment of J.S. Espey 
on 1st April, 2008 falls to be confirmed. J.S. Espey has 
a one year contract from his date of re-appointment.
On 28th January, 2008 the group announced the retirement 
of A.A. Bibby and I.F. Greenock. A.A. Bibby retired on 
29th February, 2008 and was succeeded by A.L. Memmott. 
I.F . Greenock will retire during the summer and he will be
succeeded by A.B.C. Short.
At no time during the year had any director a material 
interest in any contract which was of significance to the 
group’s business.
Qualifying third party indemnity insurance is in place for 
the benefit of all directors of the company.
Interests in share capital
In addition to the directors’ shareholdings detailed in the
directors’ remuneration report on page 26, the directors 
have been notified of the following shareholdings in excess 
of 3% of the issued share capital as at 26th January, 2008:
Caledonia Investments plc 1,820,000 shares (9.35%)
Finsbury Growth Trust PLC 885,000 shares (4.55%)
Legal & General Investment Managers 588,128 shares (3.02%)
Share value
The share value at 31st March, 1982 was 78.334p per 
25p Ordinary share (restated to reflect the scrip issue 
on 5th March, 1991).
Auditors
Baker Tilly UK Audit LLP has agreed to offer itself for 
re-election as auditor of the company.
Close company
The company is not a close company in terms of the Income
and Corporation Taxes Act 1988.
Directors’ responsibilities
Company law requires the directors to prepare accounts for
each financial period which give a true and fair view of the
state of affairs of the company and of the group and of the
profit or loss of the group for that period. In preparing the
group’s accounts, the directors confirm that they have:
(a) selected suitable accounting policies and applied 
them consistently;
(b) made judgements and estimates that are reasonable 
and prudent;
(c) followed applicable accounting standards; and
(d) prepared the accounts on a going concern basis.
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time
the financial position of the group and enable them to ensure
that the accounts are in accordance with IFRS as adopted by
the EU. They are responsible for safeguarding the assets of
the group and for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The directors are also responsible for the maintenance and
integrity of the A.G.BARR p.l.c. website. Legislation in the 
U.K. governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Each of the persons who is a director at the date of approval
of this report confirms that:
(a) so far as the director is aware, there is no relevant 
audit information of which the company’s auditors 
are unaware; and
(b) the director has taken all the steps that he ought to 
have taken as a director in order to make himself aware 
of any relevant information and to establish that the
company’s auditors are aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of s234ZA of the Companies
Act 1985.
Annual general meeting
The company’s annual general meeting is convened for
11.00am on 19th May, 2008 and will be held at the offices of
Brechin Tindall Oatts, 48 St. Vincent Street, Glasgow G2 5HS.
The notice of the annual general meeting is set out on pages
58 to 61.
On behalf of the board,
J.A. Barr
Secretary
Westfield House
4 Mollins Road
Cumbernauld G68 9HD
31st March, 2008
Directors’ Report
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
20 Annual Report and Accounts 2008 Application of the principles of the revised Combined Code
The board
A.G.BARR p.l.c. is led by a strong and experienced board
which brings a depth and diversity of expertise to the
leadership of the company.
One third of the board members are non-executive directors
both of whom are considered by the board to be independent.
J.S. Espey is the senior non-executive director.
Under the company’s Articles of Association, one third of the
board is subject to retirement and re-election every year with
each director being required to be re-elected within a three
year period.
The board retains full and effective control of the company
including responsibility for deciding the company’s strategy
and for approving short and medium term plans including
targets and budgets. The board has twelve scheduled
meetings set annually in advance and an agenda and relevant
papers, including trading results and all items relevant to the
schedule of matters for consideration and discussion by the
board, are circulated in advance of each meeting. At two of 
this year’s scheduled board meetings there was less than 
full attendance with I.F . Greenock and J.S. Espey each both
missing one meeting. The appropriate directors, who formed 
a quorum, attended additional technical board meetings
during the year.
Matters relating to trading, cash flows, product development
and operations are discussed and considered by the
management committee which is chaired by the chief
executive and consists of the three functional directors and
six senior managers. This committee has twelve scheduled
meetings annually.
The board has also established three board committees, each
of which has clear terms of reference. These committees are:
• the remuneration committee whose composition and report
is set out on page 22. The committee met four times during
the year, all members in attendance;
• the audit committee which is comprised of R.G. Hanna 
as chairman and J.S. Espey. The committee met twice
during the year with the external auditors and twice also
with the internal auditors following which reports were made
to the board on the published financial statements, systems
of internal control, risk management systems and processes.
At the reviews with the external auditors, due consideration
was given to the nature and level of non-audit services
provided, to ensure the objectivity and independence 
of the external auditors. At the meetings with the internal
auditors the effectiveness of the internal auditors’ work 
was reviewed. Both members of the committee attended 
all of the meetings in the year; and
• the nominations committee which has responsibility for
nominating, for approval by the board, candidates for
appointment to the board. It is chaired by W.R.G. Barr. 
Its other members are J.S. Espey and R.G. Hanna. 
The committee met once during the year with all 
members in attendance.
Appropriate training is provided to new members of the board.
During the year the board carried out a formal internal review
of its overall performance and prior to the end of the year
evaluations in respect of the performance of all the individual
directors were conducted.
Details of directors’ remuneration are given in the 
directors’ remuneration report on pages 22 to 26. None of 
the executive directors currently serve as paid non-executive
directors elsewhere.
Relations with shareholders
The company has regular discussions with and briefings for
analysts and institutional shareholders. The chief executive
and finance director normally meet with major shareholders
twice annually and brief the next board meeting on their
discussions. All shareholders, including private investors, 
have an opportunity to participate in questions and answers
with the board on matters relating to the company’s operation
and performance at the annual general meeting.
Internal control
The Combined Code requires listed companies to maintain 
a sound system of internal control to safeguard shareholders’
investments and the company’s assets. The Turnbull Report,
adopted by the U.K. Listing Authority, provides guidance for
compliance with that part of the Code. The company has
introduced procedures in line with the Turnbull committee’s
final guidance on internal controls.
These procedures include ongoing monthly functional reviews
designed to identify, evaluate and manage the significant risks
faced by the company. Any issues or incidents are addressed
at monthly management committee meetings. Each quarter
reports are made by each functional director to the management
committee meeting on the risks relating to his area of operation
and the complete risk register is reviewed by the full board twice
a year. These procedures are assessed on a regular basis for
their effectiveness.
In addition to the above, internal auditors are engaged to
assess and report on the systems of internal control throughout
the company.
The directors acknowledge that they are responsible for 
the company’s system of internal financial control, although 
it must be recognised that such a system can only provide
reasonable but not absolute assurance against loss or
material mis-statement. The principal elements underlying 
the company’s system of financial control are as follows:
• The board as a whole is responsible for the company’s
objectives, policies and stewardship of its resources. 
It focuses mainly on strategy and financial performance. 
The day-to-day management of the business is organised 
on a functional basis and because of the size of the
business the functional directors have close contact 
with senior members of all functions.
• The company’s activities are subject to an annual budget
process and the management committee and the full 
board review the variances highlighted by the monthly
management accounts. In addition, financial accounts 
are prepared quarterly from the monthly management
accounts. The budgeted annual capital expenditure of 
the company is compared monthly by the board against
actual commitments in concert with a review of the
company’s cash flow position.
Going concern
On the basis of current financial projections and facilities
available, the directors are satisfied that the company has
adequate resources to continue in operational existence for
the foreseeable future and accordingly, consider it appropriate
to adopt the going concern basis in preparing accounts.
Compliance with the revised Combined Code
During the year to 26th January, 2008 the company complied
with the provisions set out in section 1 of the Combined 
Code (revised 2003) except in relation to the notice period 
of executive directors’ contracts.
The Combined Code requires a notice period of a maximum 
of one year. In certain circumstances the notice period reverts
to two years for each of the executive directors (see page 23).
Statement on Corporate Governance
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 21 The remuneration committee
The remuneration committee comprised:
J.S. Espey (chairman)
R.G. Hanna
J.S. Espey is the senior non-executive director of the
company and has served from 16th April, 1999. R.G. Hanna,
non-executive director, was appointed to the committee 
on 19th June, 2003.
The policy and objectives
The policy of the committee is to reward the executive directors
in line with the current remuneration of directors in comparable
businesses taking into consideration the advice of independent
benefit consultants in order to recruit, motivate and retain high
quality executives within a competitive marketplace.
Executive directors’ remuneration
(i) Basic salary and benefits
Basic salaries and benefits in kind are reviewed within 
the policy on an annual basis.
(ii) Share and bonus schemes
(a) All-Employee Share Ownership Plan (AESOP)
The introduction of an All-Employee Share Ownership
Plan was approved at the annual general meeting of
the company on 21st May, 2001 and is HM Revenue
and Customs (HMRC) approved. Executive directors
participate in both sections of the scheme which is
open to all employees. 
The partnership share element currently provides 
that for every three shares an individual purchases 
in A.G.BARR p.l.c. to a maximum contribution of £125
per month, the company has agreed to purchase one
matching share which is held in trust in the name of
the individual. There are various rules as to the period
of time that the shares must be held in trust but after
five years the shares can be released tax free. 
The second element relates to free shares. Under 
the terms of this section all participants can receive
shares to the value of a common percentage of their
earnings, related to the performance of the group.
The shares appropriated are to a maximum annual
value of £3,000 and are held in trust for five years. 
Under the terms of this scheme, the matching 
shares will be forfeit if employment with the company
terminates within three years of the award and all
other partnership, matching and free shares must 
be removed from the trust if employment with the
company ceases.
(b) Savings Related Share Option Scheme (SAYE)
The Savings Related Share Option Scheme is a
HMRC approved scheme available to all employees
including executive directors and is based on a five
year savings contract which provides an option to
purchase shares after five years at a discounted price
fixed at the time the contract is taken out or earlier 
as provided by the scheme rules.
(c) Performance Related Share Scheme (PRSS)
The purpose of this scheme was to reward executive
directors and other senior employees for achieving
above average performance in the profits of the group
which would also benefit shareholders. The final
award under this scheme was provided for the year 
to 25th January, 2003 and the scheme has been
replaced by the Ltip (2003) at (e) below. Subject 
to the discretion of the remuneration committee,
participants were awarded bonuses following an
increase in earnings per share of at least 2
1
/2% above
the Retail Price Index providing the executive was 
still in the employment of the company at the end
of the scheme year. The annual bonus value awarded 
to a participant in respect of a scheme year was on 
a sliding scale commencing at 8
1
/3% and could not
exceed 50% of the executive’s annual base salary.
The bonuses are released as follows:
• Normally one third of the value of the bonus 
was in cash and released immediately on award.
• The remainder of the value of the bonus was 
in the form of shares which would not normally 
be released earlier than five scheme years after 
the end of the relevant scheme year.
If the average earnings per share for not less than 
five nor more than seven scheme years following 
the year of award exceeds the earnings per share 
of that scheme year by no less than the average annual
percentage rate of inflation for the comparative scheme
years plus 2
1
/2%, additional matching shares will be
awarded to participants under the rules of the scheme.
The performance conditions described above 
were chosen to align executives’ bonus payments 
to company performance both in the short-term 
and over a five to seven year period.
(d) Annual performance bonus
This scheme is principally available to reward senior
executives including executive directors for achieving
above average performance in the profits of the group
if earnings per share in the current year exceeds the
previous year’s number as adjusted by the Retail
Price Index by a sliding scale from 2.5% to over
30%. The bonus reflects this earnings movement and
is paid in cash as a percentage of each executive’s
base salary from 10% to a maximum of 75%.
(e) Long-term Incentive Plan (2003) (Ltip)
This scheme was approved by shareholders at 
the annual general meeting held on 19th May, 2003
and replaced the PRSS at (c) above. It is available 
to reward senior executives, including executive
directors, if the average earnings per share of the
three years running up to and including the year of
calculation exceeds the average of the three years
preceding that period, both being adjusted for Retail
Price Index, by a sliding scale from 10% to over 
50%. The award, payable in shares, is valued as 
a percentage of the basic salary of executives on 
a scale from 12.5% to 75% for the maximum award.
(f) Executive Share Option Scheme (ESOS)
This scheme was approved by shareholders at the
annual general meeting held on 19th May, 2003 but
no options have been awarded.
(iii) Elements of remuneration
• Basic salary and benefits
• Performance related components. In the year to 
26th January, 2008 these were the free share element 
of the AESOP at (a) above, the PRSS at (c) above, 
the annual performance bonus at (d) above and the
Ltip at (e) above.
The balance of these elements is intended to align
executives’ longer term interests with those of
shareholders. In 2008 the performance related elements 
of the remuneration package amounted to 28.42% 
of the total. In 2007, this was 23.22% of the total.
Directors’ Remuneration Report
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
22 Annual Report and Accounts 2008 (iv) Pension rights
Under the terms of their service contracts, executive
directors are members of the A.G.BARR p.l.c. Executive
Pension Scheme which has been altered to include 
a defined contribution section. The defined benefit 
section was closed to new entrants with effect from 
14th August, 2003.
The defined benefit section (four executive directors)
provides pensions for directors of up to 2.22% of
pensionable pay for each year of pensionable service
completed up to the normal retirement date of 63.
Executive directors dismissed for reasons other than
gross misconduct are entitled under their contract of
employment to have their deferred pension adjusted to
allow for the increase in the Retail Price Index between 
the date of leaving the company and normal retirement
date. Any difference between the benefit in the contract 
of employment and that provided by the pension plan 
will be met by the company. 
The defined contribution section (one executive director)
provides a fund from which a pension may be bought. 
The level of contribution payable by both member 
and company varies upwards dependent on either 
age or length of pensionable service with the company. 
Where required, benefits based on salary in excess of 
the earnings cap are provided on an unapproved basis.
(v) Service contracts
The service contracts for each of the executive directors
and that of the chairman provide for a period of notice 
of one year except during the six months following 
either a takeover of or by the company or a company
reconstruction when the notice period reverts in certain
circumstances to two years for each of the executive
directors. Directors are required to give six month’s notice
of termination.
Executive directors have no contractual entitlement to
termination payments other than those related to their
period of notice.
Share price performance
The graph above plots the total shareholder return for the
ordinary share capital of A.G.BARR p.l.c. against the FTSE
small-cap index which has been selected as the most
appropriate measure. In the opinion of the board, no readily
identifiable benchmark group of companies exists.
Directors’ Remuneration Report
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 23
Year to January
Index
A.G.BARRp.l.c.
FTSEsmall-cap
0
50
100
150
200
250
350
300
2003 2004 2005 2006 2007 2008 Directors’ remuneration
2008 2007
£000 £000
Salaries 843 803
Benefits 71 97
AESOP free shares 12 12
Annual performance bonus 174 137
Long-term Incentive Plan 202 146
Pension contributions – Defined contribution plan 21 20
Fees to non-executive directors 64 62
1,387 1,277
The All Employee Share Ownership Plan free shares are shown when appropriated whereas the Long-term Incentive Plan (2003) deferred shares are accruals for the relevant period.
The remuneration of the executive directors was as follows:
W.R.G. Barr R.A. White A.A. Bibby I.F . Greenock J.D. Kemp
£000 £000 £000 £000 £000
Salaries 111 282 150 150 150
Benefits 15 21 29 15
AESOP free shares –3333
Annual performance bonus – 66 36 36 36
Long-term Incentive Plan – 82 40 40 40
12 months to 26th January, 2008 112 438 250 258 244
12 months to 27th January, 2007 130 381 227 212 245
The aggregate gain made by the directors during the year on the vesting of the Ltip award, the vesting of the PRSS award and the exercise of SAYE options was £910,977 .
Directors’ pensions
Increase in accrued pension during year net of inflation 11 7 6 3
Accrued annual pension entitlement at 26th January, 2008 212 33 99 101
Transfer value of net increase in accrued pension at 26th January, 2008 194 48 122 64
Value of accrued pension at 27th January, 2007 3,595 226 1,685 2,209
Value of accrued pension at 26th January, 2008 3,913 344 2,135 2,598
Total change in value during the year (net of member contributions) 318 96 441 379
The increase in accrued pension during the year excludes any increase for inflation.
The transfer value has been calculated on the basis of actuarial advice in accordance with Actuarial Guidance Note GN11. The figures showing the Transfer value of net increase in accrued pension 
at 26th January, 2008 include an allowance for the costs of providing death in service benefits. The change in the amount of the transfer value during the year is made up of the following elements:
(a) transfer value of the increase in accrued pension;
(b) change in the transfer value of accrued pension at the start of the year due to ageing; and
(c) the impact of any change in the economic or mortality assumptions underlying the transfer value basis.
Directors pay contributions as required by the Scheme and these amounts are offset in calculating the values shown in the rows entitled Transfer value of net increase in accrued pension 
at 26th January, 2008 and Total change in value during the year (net of member contributions).
J.D. Kemp is a member of the defined contribution section of the Executive Pension Scheme. During the year the company paid contributions in respect of J.D. Kemp of £21,060 (2007: £19,900).
Directors’ Remuneration Report
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
24 Annual Report and Accounts 2008 Directors’ interests
Estimated potential performance share awards.
Awards Awards Awards Total Share price
vesting lapsing made potential on date Performance
As at during during during As at award Date of of award period end
Plan 27.01.07 the year the year the year 26.01.08 available award (pence) January
W.R.G. Barr a) 6,362 – – – 6,362 6,362 16.04.03 488.3 2008/10
6,197 (6,197) – – – 6,197 19.04.01 462.1 2006/08
b) 6,362 – – – 6,362 6,362 16.04.03 488.3 2008/10
6,197 (6,197) – – – 6,197 19.04.01 462.1 2006/08
Total 25,118 (12,394) – – 12,724
R.A. White a) 6,997 – – – 6,997 6,997 16.04.03 488.3 2008/10
b) 6,997 – – – 6,997 6,997 16.04.03 488.3 2008/10
c) – – – 7,446 7,446 16,547 Note 1333.0 2010
8,812––– 8,812 19,581 Note 1018.3 2009
9,209 – – – 9,209 20,465 Note 925.0 2008
11,432 (16,547) – 5,115 – 25,404 Note 708.5 2007
Total 43,447 (16,547) – 12,561 39,461
A.A. Bibby a) 4,171––– 4,171 4,171 16.04.03 488.3 2008/10
4,065 (4,065) – – – 4,065 19.04.01 462.1 2006/08
b) 4,171 – – – 4,171 4,171 16.04.03 488.3 2008/10
4,065 (4,065) – – – 4,065 19.04.01 462.1 2006/08
c) – – – 3,981 3,981 8,847 Note 1330.0 2010
4,711––– 4,711 10,469 Note 1018.3 2009
4,924 – – – 4,924 10,942 Note 925.0 2008
6,112 (8,847) – 2,735 – 13,583 Note 708.5 2007
Total 32,219 (16,977) – 6,716 21,958
I.F. Greenock a) 4,171 ––– 4,171 4,171 16.04.03 488.3 2008/10
3,638 (3,638) – – – 3,638 19.04.01 462.1 2006/08
b) 4,171––– 4,171 4,171 16.04.03 488.3 2008/10
3,638 (3,638) – – – 3,638 19.04.01 462.1 2006/08
c) – – – 3,981 3,981 8,847 Note 1330.0 2010
4,711––– 4,711 10,469 Note 1018.3 2009
4,924 – – – 4,924 10,942 Note 925.0 2008
6,112 (8,847) – 2,735 – 13,583 Note 708.5 2007
Total 31,365 (16,123) – 6,716 21,958
J.D. Kemp c) – – – 3,981 3,981 8,847 Note 1330.0 2010
4,711 – – – 4,711 10,469 Note 1018.3 2009
4,924 – – – 4,924 10,942 Note 925.0 2008
6,112 (8,847) – 2,735 – 13,583 Note 708.5 2007
Total 15,747 (8,847) – 6,716 13,616
Plan a) Performance Related Share Scheme deferred shares
b) Performance Related Share Scheme potential matching shares
c) Long-Term Incentive Plan (2003) estimated bonus shares
Note
Refer to Directors’ Remuneration Report on page 22.
The final award under the Performance Related Share Scheme was for the year ended 25th January, 2003.
Directors’ Remuneration Report
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 25 Directors’ share options
The options of the executive directors at 26th January, 2008 over the ordinary share capital of the company were as under noted.
Options Options Options Market price
Options granted exercised lapsed Options Exercise at date of Date from
asat during during during as at price exercise which Expiry
27.01.07 the year the year the year 26.01.08 (pence) (pence) exercisable date
A.A. Bibby 1,703 – – – 1,703 776 – 01.08.10 01.02.11
I.F . Greenock – 716 – – 716 975 – 31.10.12 01.02.13
1,955 – (1,955) – – 336 1,172 01.12.07 01.06.08
1,022 – – – 1,022 776 – 01.08.10 01.02.11
R.A. White – 275 – – 275 975 – 31.10.12 01.02.13
1,703 – – – 1,703 776 – 01.08.10 01.02.11
J.D. Kemp 1,703 – – – 1,703 776 – 01.08.10 01.02.11
The share price as at 26th January, 2008 was 1149.0p and the highest and lowest prices during the year were 1240.0p and 883.5p respectively. The beneficial interests of the directors in the ordinary
shares of the company are as follows:
2008 2007
Executive directors
W.R.G. Barr 1,245,087 1,237,650
R.A. White 26,957 18,344
A.A. Bibby 91,991 81,170
I.F . Greenock 41,411 31,844
J.D. Kemp 14,896 10,120
Non-executive directors
J.S. Espey 11,000 11,000
R.G. Hanna 25,000 25,000
I.F. Greenock has non-beneficial interests in 348,059 shares (2007: 665,743 shares) under trusteeships of various employee share schemes. W.R.G. Barr has non-beneficial interests in 1,685,968
shares (2007: 1,685,968 shares) as trustee of a charitable trust and several family trusts. There have been the following changes notified in the directors’ shareholdings between 26th January, 2008
and 18th April, 2008: I.F . Greenock an increase in beneficial holding of 40 shares and a reduction in non-beneficial holding of 4,503 shares, R.A. White an increase in beneficial holding of 41 shares,
A.A. Bibby an increase in beneficial holding of 14 shares and J.D. Kemp an increase in beneficial holding of 40 shares.
Non-executive directors
Fees
The fees of non-executive directors are determined by the board as a whole having regard to the commitment of time required and the level of fees in similar companies. During the year the fees 
to directors were as noted below:
2008 2007
£000 £000
J.S. Espey 32 31
R.G. Hanna 32 31
64 62
Service contracts
Non-executive directors are employed on renewable fixed term contracts not exceeding three years.
Information subject to audit
Under part 3 of Schedule 7A of the Companies Act 1985 the following sections of this report are subject to audit: directors’ remuneration, directors’ pensions, directors’ share options and 
non-executive directors’ fees.
On behalf of the board,
J.A. Barr
Secretary
Directors’ Remuneration Report
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
26 Annual Report and Accounts 2008 Group
2008 2007
Note £000 £000
Revenue 148,377 141,876
Cost of sales 76,068 71,453
Gross profit 72,309 70,423
Net operating expenses 2 51,920 52,089
Operating profit before exceptional items 20,389 18,334
Exceptional items
Restructuring costs 3 639 5,076
Exceptional credit 3 (171) –
Gain on disposal 3 – (2,315)
Exceptional items 468 2,761
Operating profit 19,921 15,573
Finance income 4 924 1,158
Finance costs 5 (12) (377)
Profit before tax 20,833 16,354
Tax on profit 8 3,995 3,163
Profit attributable to equity shareholders 16,838 13,191
Dividend per share paid 9 35.75p 32.25p
Dividend paid (£000) 9 6,751 6,077
Dividend per share proposed 9 28.00p 24.75p
Dividend proposed (£000) 9 5,449 4,817
Basic earnings per share 10 86.75p 69.65p
Diluted earnings per share 10 85.65p 68.15p
Statements of Recognised Income and Expense
Group Company
2008 2007 2008 2007
£000 £000 £000 £000
Actuarial gain/(loss) recognised on defined benefit pension plans 26 5,167 (907) 5,167 (907)
Deferred tax movements on items taken directly to equity 22 (2,649) 366 (2,649) 366
Current tax movements on items taken directly to equity 8 909 – 909 –
Net cost recognised directly in equity 3,427 (541) 3,427 (541)
Profit for the period 16,838 13,191 16,668 13,057
Total recognised income and expense for the period 20,265 12,650 20,095 12,516
Attributable to equity shareholders 20,265 12,650 20,095 12,516
Consolidated Income Statement
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 27 Group Company
2008 2007 2008 2007
Note £000 £000 £000 £000
Non-current assets
Intangible assets 11 10,656 9,742 10,656 9,742
Property, plant and equipment 12 53,373 52,278 52,751 51,402
Investment in subsidiaries 13 – – 205 205
Deferred tax assets 22 – 699 – 731
64,029 62,719 63,612 62,080
Current assets
Inventories 14 12,339 11,409 12,285 11,299
Trade and other receivables 15 25,965 25,406 25,634 24,983
Cash at bank 17,899 19,097 17,593 18,957
Current tax 557 – 648 14
Assets classified as held for sale 16 2,910 – 2,864 –
59,670 55,912 59,024 55,253
Total assets 123,699 118,631 122,636 117,333
Current liabilities
Trade and other payables 17 28,163 28,776 29,085 29,347
Provisions 18 284 2,262 284 2,262
Current tax – 59 – –
28,447 31,097 29,369 31,609
Non-current liabilities
Deferred income 20 72 73 72 73
Retirement benefit obligations 26 8,009 16,084 8,009 16,084
Deferred tax liabilities 22 2,393 – 2,388 –
10,474 16,157 10,469 16,157
Capital and reserves attributable to equity shareholders
Called up share capital 21 4,865 4,865 4,865 4,865
Share premium account 28 905 905 905 905
Own shares held 28 (3,717) (4,439) (3,717) (4,439)
Share options reserve 28 964 1,923 964 1,923
Retained earnings 28 81,761 68,123 79,781 66,313
84,778 71,377 82,798 69,567
Total equity and liabilities 123,699 118,631 122,636 117,333
The financial statements on pages 27 to 55 were approved by the board of directors on 31st March, 2008 and were signed on its behalf by:
W.R.G. Barr I.F. Greenock 
Chairman Finance Director
Balance Sheets
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
28 Annual Report and Accounts 2008 Group Company
2008 2007 2008 2007
£000 £000 £000 £000
Operating activities
Profit before tax 20,833 16,354 20,628 16,166
Adjustments for:
Interest receivable (924) (1,158) (913) (1,152)
Interest payable 12 377 12 377
Depreciation of property, plant and equipment 6,668 5,654 6,393 5,381
Impairment of plant – 300 – 300
Impairment of assets classified as held for sale 96 – – –
Amortisation of intangible assets 233 160 233 160
Share options costs 385 359 385 359
Gain on sale of property, plant and equipment (33) (1,485) (33) (1,485)
Government grants written back (1) (538) (1) (538)
Operating cash flows before movements in working capital 27,269 20,023 26,704 19,568
Increase in inventories (930) (1,727) (986) (1,703)
Increase in receivables (559) (1,893) (651) (1,807)
(Decrease)/increase in payables (1,922) 6,212 (1,571) 6,236
Decrease in retirement benefit obligations (2,855) (1,071) (2,855) (1,071)
Cash generated by operations 21,003 21,544 20,641 21,223
Tax on profit paid (3,259) (4,786) (3,216) (4,734)
Net cash from operating activities 17,744 16,758 17,425 16,489
Investing activities
Acquisition of intangible assets (892) – (892) –
Acquisition of Strathmore – (15,537) – (15,537)
Proceeds on sale of property, plant and equipment 1,043 6,760 993 6,722
Purchase of property, plant and equipment (12,448) (14,501) (12,234) (14,216)
Interest received 924 1,158 913 1,152
Net cash used in investing activities (11,373) (22,120) (11,220) (21,879)
Financing activities
Purchase of own shares (2,227) (1,052) (2,227) (1,052)
Sale of own shares 1,421 553 1,421 553
Interest paid (12) (377) (12) (377)
Dividends paid (6,751) (6,077) (6,751) (6,077)
Net cash used in financing activities (7,569) (6,953) (7,569) (6,953)
Net decrease in cash and cash equivalents (1,198) (12,315) (1,364) (12,343)
Cash and cash equivalents at beginning of period 19,097 31,412 18,957 31,300
Cash and cash equivalents at end of period 17,899 19,097 17,593 18,957
Cash Flow Statements
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 29 The financial statements were authorised for issue by the
directors on 31st March, 2008.
Statement of compliance
The consolidated financial statements have been prepared in
accordance with International Financial Reporting Standards
(IFRS) with its interpretations adopted by the International
Accounting Standards Board (IASB).
Standards, amendment and interpretations 
effective in 2008
IFRS 7 Financial instruments: Disclosures, and the
complementary amendment to IAS 1, Presentation of financial
statements – Capital disclosures, introduces new disclosures
relating to financial instruments and does not have any impact
on the classification and valuation of the group’s financial
instruments, or the disclosures relating to taxation and trade
and other payables.
IFRIC 8 Scope of IFRS 2, requires consideration of transactions
involving the issuance of equity instruments, where the
identifiable consideration received is less than the fair value 
of the equity instruments issued in order to establish whether 
or not they fall within the scope of IFRS 2. This standard does
not have any impact on the group’s financial statements.
IFRIC 10 Interim financial reporting and impairment, prohibits
the impairment losses recognised in an interim period on
goodwill and investments in equity instruments and in financial
assets carried at cost to be reversed at a subsequent balance
sheet date. This standard does not have any impact on the
group’s financial statements.
Standards, amendments and interpretations to existing
standards that are not yet effective and have not been
early adopted by the group
The following standards, amendments and interpretations to
existing standards have been published and are mandatory
for the group’s accounting periods beginning on or after 
1st January, 2008 or later periods, but the group has not 
early adopted them:
IAS 23 (Amendment) Borrowing costs (effective from 
1st January, 2009). The amendment to the standard is still
subject to endorsement by the European Union. It requires 
an entity to capitalise borrowing costs directly attributable
to the acquisition, construction or production of a qualifying
asset (one that takes a substantial period of time to get ready
for use or sale) as part of the cost of that asset. The option 
of immediately expensing those borrowing costs will be
removed. The group will apply IAS 23 (Amended) from 
1st February, 2009 but is currently not applicable to the 
group as there are no qualifying assets.
IFRS 8 Operating segments (effective from 1st January, 2009).
IFRS 8 replaces IAS 14 and aligns segment reporting with 
the requirements of the US standard SFAS 131, ‘Disclosures
about segments of an enterprise and related information’ . 
The new standard requires a ‘management approach’ , under
which segment information is presented on the same basis 
as that used for internal reporting purposes. The group will
apply IFRS 8 from 1st February, 2009. The expected impact 
is still being assessed in detail by management, but it appears
likely that the number of reportable segments, as well as 
the manner in which the segments are reported, will change 
in a manner that is consistent with the internal reporting
provided to the chief operating decision-maker. As goodwill 
is allocated to groups of cash-generating units based on
segment level, the change will also require management to
reallocate goodwill to the newly identified operating segments.
Management does not anticipate that this will result in any
material impairment to the goodwill balance.
IFRIC 11 IFRS 2 – Group and treasury share transactions, 
(effective from 1st March, 2007). IFRIC 11 provides guidance
on whether share-based transactions involving treasury 
shares or involving group entities (for example, options over 
a parent’s shares) should be accounted for as equity settled 
or cash-settled share-based payment transactions in the
stand-alone accounts of the parent and group companies.
This interpretation does not have an impact on the group’s
financial statements.
IFRIC 14 IAS 19 – The limit on a defined benefit asset,
minimum funding requirements and their interaction (effective
from 1st January, 2008). IFRIC 14 provides guidance on
assessing the limit in IAS 19 on the amount of the surplus 
that can be recognised as an asset. It also explains how 
the pension asset or liability may be affected by a statutory 
or contractual minimum funding requirement. The group will
apply IFRIC 14 from 27th January, 2008, but it is not expected
to have any impact on the group’s accounts.
New standards and interpretations not yet adopted
The following interpretations to published standards are
mandatory for accounting periods beginning on or after 
1st January, 2007 but they are not relevant to the 
group’s operations:
IFRIC 9 Re-assessment of embedded derivatives.
IFRIC 12 Service concession arrangements.
Basis of preparation
The financial statements are prepared on the historical 
cost basis.
The preparation of financial statements which comply 
with the provisions of IFRS requires management to make
judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and
liabilities, as well as income and expenses. The estimates and
associated assumptions are based on historical experience
and various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis 
of the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may 
differ from these estimates. The critical assumptions made
concern the share schemes offered to employees and the
retirement benefit obligation. The assumptions are detailed 
in notes 25 and 26.
The accounting policies set out below have been applied
consistently to all periods presented in these consolidated
financial statements and have been applied consistently 
by the group entities.
Basis of consolidation
Subsidiaries are entities controlled by the company. Control
exists when the company has the power, directly or indirectly,
to govern the financial and operating policies of an entity so 
as to obtain benefits from its activities. In assessing control,
potential voting rights that presently are exercisable or
convertible are taken into account. The financial statements 
of subsidiaries are included in the consolidated financial
statements from the date that control commences until 
the date that control ceases. 
Intra-group balances and any unrealised gains and losses 
or income and expenses arising from intra-group transactions
are eliminated in preparing the consolidated financial
statements. Unrealised losses are eliminated in the same
way as unrealised gains, but only to the extent that there 
is no evidence of impairment.
No income statement is presented for the company 
as permitted by s230(4) of the Companies Act, 1985.
Goodwill
Goodwill represents the excess of the cost of the acquisition
over the group’s interest in the net fair value of the identifiable
assets, liabilities and contingent liabilities of the acquiree.
Subsequent re-measurement is at cost less accumulated
impairment losses.
Accounting Policies
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
30 Annual Report and Accounts 2008 Intangibles
Intangible assets with a finite useful life are amortised to the
consolidated income statement on a straight-line basis over
their estimated useful lives, which are reviewed on an annual
basis. Amortisation commences when the intangible asset 
is available for use. The residual values of intangible assets
are assumed to be zero.
The estimated useful lives of the intangible assets are
estimated to be as follows:
Customer relationships 3 to 5 years
Brands
Brands represents the brand intangible assets recognised on 
the acquisition of the other businesses or acquired individually.
For brands acquired individually the cost at acquisition includes
professional fees incurred in acquiring the brand. They are
deemed to have an infinite life. Subsequent re-measurement 
is at cost less accumulated impairment losses.
Customer relationships
Customer relationships represents the purchase price of
customer lists and contractual relationships purchased 
on the acquisition of the Strathmore Water business.
Property, plant and equipment
Owned assets
Items of property, plant and equipment are stated at cost 
or as deemed cost less accumulated depreciation. Certain
properties have been re-valued to fair value on 1st February,
2004, the date of transition to IFRS. Where items of property,
plant and equipment have different useful lives, they are
accounted for as separate assets.
Subsequent costs
The group recognises in the carrying amount of an item 
of property, plant and equipment the cost of replacing part 
of such an item when that cost is incurred if it is anticipated
that the future economic benefits of the item will flow to the
group over its remaining life and the cost of the item can 
be measured reliably. All other costs are recognised in the
income statement as an expense as incurred.
Depreciation
Depreciation is charged to the income statement on a
straight-line basis over the estimated useful lives of each 
part of an item of property, plant and equipment. Land is 
not depreciated. The depreciation rates are as follows:
Buildings 1%
Leasehold land and buildings Term of lease
Plant, equipment and vehicles 10% to 33%
Impairment
Assets that have an indefinite life are not subject to
amortisation and are tested annually for impairment. Assets
that are subject to amortisation or depreciation are reviewed
for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. 
An impairment loss is recognised for the amount by which 
the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value
less costs to sell and value in use.
Details of the impairment review are included in note 11.
Research and development
Expenditure on research activities, undertaken with the
prospect of gaining new scientific or technical knowledge 
and understanding, is recognised in the income statement 
as an expense as incurred. 
Expenditure on development activities, whereby research
findings are applied to a plan or design for the production 
of new substantially improved products and processes, 
is capitalised if the product or process is technically and
commercially feasible.
Inventories
Inventories are stated at the lower of cost and net realisable
value. Net realisable value is the estimated selling price in 
the ordinary course of the business less the estimated costs 
of completion and selling expenses. 
The cost of inventories is based on the first-in first-out
principle and includes expenditure incurred in acquiring the
inventories and bringing them to their existing location and
condition. This includes an appropriate share of overheads
based on normal operating activity.
Own shares held
Share capital is purchased to satisfy the liability of various
employee share schemes and is held in trust. The amount
of the consideration paid, including directly attributable costs,
is recognised as a change in equity. Purchased shares are
classified as own shares held and presented as a deduction
from total equity.
Employee benefits
Defined contribution pension plans
Obligations for contributions to defined contribution pension
plans are recognised as an expense in the income statement
as incurred.
Defined benefit pension plans
The group’s net obligation in respect of defined benefit
pension plans is calculated separately for each plan by
estimating the amount of future benefit that employees have
earned in return for their service in the current and prior
periods; that benefit is discounted to determine its present
value and the fair value of any plan assets is deducted. The
discount rate is the yield at the balance sheet date on AAA
credit rated bonds that have maturity dates approximating 
to the terms of the group’s obligations. The calculation is
performed by a qualified actuary using the projected unit
credit method. 
Actuarial gains and losses that arise in calculating the group’s
obligation in respect of a plan, are recognised in full in the year
in which they occur through the Consolidated Statement of
Recognised Income and Expense (SoRIE) in accordance with
the amendment to IAS 19, issued on 16th December, 2004.
Share-based payment transactions
The group issues equity-settled share-based payments to
certain employees. These are measured at fair value (excluding
the effect of non market-based vesting conditions) at the grant
date. The fair value determined at the grant date of the equity-
settled share-based payment is expensed on a straight-line
basis over the vesting period, based on the group’s estimate 
of the shares that will eventually vest and adjusted for the
effect of non market-based vesting conditions.
Fair value is measured using the Black-Scholes pricing model.
The group also provides employees with the ability to purchase
the company’s ordinary shares at a discount to the current
market value through the employees’ payroll. The group records
an expense as the shares are purchased by the employee.
The fair value of the share-based payments is charged to the
income statement and credited to the share options reserve.
On exercise the fair value is credited to retained reserves from
the share options reserve.
Accounting Policies
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 31 Deferred income
Government grants in respect of capital expenditure are
treated as deferred credits and a proportion of the grants
based on the depreciation rate for the related property, plant
and equipment is credited each year to the income statement.
Revenue
Revenue is the net invoiced sales value exclusive of value
added tax of goods and services supplied to external
customers during the year.
Leased assets
Rentals paid under operating leases are charged to the
income statement on a straight line basis over the term of the
lease. Lease incentives received are recognised in the income
statement as an integral part of the total lease expense and
spread to the first rent break period.
Tax
Tax on the profit or loss for the year comprises current and
deferred tax. Current tax is charged in the income statement
except to where it relates to tax on items recognised directly
in equity, in which case it is charged to equity.
Current tax is the expected tax payable on the taxable income
for the year, using tax rates enacted or substantially 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,
providing for temporary differences between the tax bases 
of assets and liabilities and their carrying amounts in the
consolidated financial statements. The following temporary
differences are not provided for:
• the initial recognition of goodwill;
• the initial recognition of assets or liabilities that affect
neither accounting nor taxable profit;
• differences relating to investments in subsidiaries to 
the extent that they will probably not reverse in the
foreseeable future.
Deferred tax is determined using tax rates and laws that have
been enacted or substantially enacted by the balance sheet
date and are expected to apply when the related deferred 
tax asset is realised or the deferred tax liability is settled.
A deferred tax asset is recognised only to the extent that 
it is probable that future taxable profits will be available
against which the asset can be utilised. Deferred tax assets
are reduced to the extent that it is no longer probable that 
the related tax benefit will be realised.
Segment reporting
A segment is a distinguishable component of the group that 
is engaged either in providing products or services (business
segment), or in providing products or services within a
particular economic environment (geographical segment),
which is subject to risks and rewards that are different from
those of other segments.
Non-current assets held for sale
Immediately before classification as held for sale, the measure
of the assets is brought up-to-date in accordance with
applicable IFRS. On initial classification as assets held for
sale, non-current assets and disposal groups are recognised
at the lower of the carrying amount and fair value less relevant
costs. Impairment losses on initial classification as held 
for sale are included in the income statement, even when
there is a revaluation. This also applies to gains and losses 
on subsequent re-measurement.
Exceptional items
Exceptional items are costs and income that are not expected
to recur in the normal course of business.
Financial instruments
Financial assets and financial liabilities are recognised on 
the group’s balance sheet when the group becomes a party 
to the contractual provision of the instrument. The principal
treasury objective is to provide sufficient liquidity to meet
operational cash requirements whilst maximising shareholder
value. The company operates controlled treasury policies
which are monitored by the board to ensure that the needs 
of the company are met as they arise.
Financial assets
The group classifies its financial assets under the one
category of loans and receivables. Loans and receivables 
are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They are
included in current assets. The group’s loans and receivables
comprise of Trade and other receivables and Cash and 
cash equivalents.
The group does not hold any derivative financial instruments
or carry out any hedging activities.
Trade and other receivables are not interest bearing and are
stated at the expected recoverable amount.
A provision for impairment of trade receivables is established
when there is objective evidence that the group will not 
be able to collect all amounts due according to the original
terms of the receivables. Significant financial difficulties of 
the debtor, probability that the debtor will enter bankruptcy 
or financial reorganisation, and default or delinquency in
payments are considered indicators that the trade receivable
is impaired. The amount of the provision is the difference
between the asset’s carrying amount and the estimated cash
flows. No present value calculations are made as no interest 
is charged on trade receivables. The carrying amount of the
asset is reduced through the use of a bad debt provision
account and the amount of the loss is recognised in the
income statement within administration expenses. When 
a trade receivable is uncollectable it is written off against 
the bad debt provision.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and on
deposit and are subject to an insignificant risk of changes 
in value.
Trade and other payables
Trade and other payables are not interest bearing and are
stated at cost. Cost is taken to be fair value.
Provisions
A provision is recognised if, as the result of a past event, 
the group has a present or legal constructive obligation that
can be estimated reliably and it is probable that an outflow 
of economic benefits will be required to settle the obligation.
A restructuring provision is recognised when the group has
approved a detailed and formal restructuring plan which has
been either announced or has commenced. Future operating
costs are not provided for.
Financial risk factors
The group’s activities expose it to a variety of financial 
risks: market risk (including foreign exchange risk, cash flow
interest rate risk and price risk), credit risk and liquidity risk.
The group’s overall risk management programme focuses on
the unpredictability of financial markets and seeks to minimise
potential adverse effects on the group’s financial performance.
Risk management is carried out by the finance department
under policies approved by the board of directors. The group
finance department identifies, evaluates and manages financial
risks in close co-operation with the group’s operating units.
The board provides guidance on overall risk management
including foreign exchange risk, interest rate risk, credit risk,
and investment of excess liquidity.
Accounting Policies
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
32 Annual Report and Accounts 2008 (a) Market risk
(i) Foreign exchange risk
Foreign exchange risk arises when future commercial
transactions or recognised assets or liabilities are
denominated in a currency that is not the group’s
functional currency. The group operates internationally.
With one exception, foreign exchange risk is managed
through invoicing customers in Sterling. The one
exception is a customer who is invoiced in US Dollars
using the spot rate. The group bears the risk of
adverse exchange rate movements. No forward
contracts or derivatives are entered in to as the 
level of turnover does not make this cost effective.
(ii) Price risk
The group is not exposed to equity securities price
risk because no investments are held by the group.
The group is not exposed to commodity price risk.
(iii) Cash flow and fair value interest rate risk
With the exception of Cash at bank, the group has 
no significant interest-bearing assets or liabilities
resulting in the group’s income and operating cash
flows being substantially independent of changes 
in market interest rates.
(b) Credit risk
Credit risk is managed on a group basis. Credit risk arises
from cash and cash equivalents and deposits with banks
and financial institutions, as well as credit exposures to
major and direct to store customers, including outstanding
receivables and committed transactions. For banks and
financial institutions, only independently rated parties with 
a minimum rating of ‘A’ are accepted. If major customers
are independently rated, these ratings are used. Otherwise,
if there is no independent rating, risk control assesses 
the credit quality of the customer, taking into account 
its financial position, past experience and other factors.
Individual risk limits are set based on internal or external
ratings in accordance with limits set by the board. 
The utilisation of credit limits is regularly monitored. 
Sales to direct to store customers are settled in cash 
or through invoicing.
Management does not expect any losses from 
non-performance by these counterparties.
(c) Liquidity risk
Prudent liquidity risk management implies maintaining
sufficient cash and marketable securities, the availability
of funding through an adequate amount of committed
credit facilities and the ability to close out market
positions. Due to the dynamic nature of the underlying
businesses, the group maintains flexibility in funding by
maintaining sufficient cash reserves and the availability 
of borrowing facilities.
Management monitors rolling forecasts of the group’s
liquidity reserve (comprises undrawn borrowing facility and
cash and cash equivalents) on the basis of expected cash
flows. This is carried out at a group level. In addition, the
group’s liquidity management policy involves projecting
cash flows for capital expenditure and considering the
level of liquid assets necessary to meet these.
Capital risk management
The group’s objectives when managing capital are to
safeguard the group’s ability to continue as a going concern 
in order to provide returns for shareholders and benefits 
for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the group
may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets
to reduce debt.
The group monitors capital on the basis of the return on
capital employed ratio (ROCE). This ratio is calculated as
operating profit divided by total assets less current liabilities.
The ROCE figure for the year was 20.9% (2007: 17.8%).
Fair value estimation
The carrying values less impairment provisions of trade
receivables and trade payables are assumed to approximate
their fair values.
Accounting Policies
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 33 1. Business and geographical segments
The group’s primary basis of segmentation is by geography. For management purposes, the group is currently organised into one business segment being the manufacture, sale and distribution 
of soft drinks.
The group operates predominantly in the U.K., with some worldwide operations. In the previous year the financial statements disclosed two geographical segments, U.K. and Worldwide. 
The Worldwide segment did not meet the reporting requirements to be a reportable segment under IAS 14 but the directors included the disclosure on a voluntary basis. In the year to 26th January,
2008 the directors are of the opinion that there is only one reportable geographical segment.
2. Net operating expenses
2008 2007
£000 £000
Distribution costs 34,616 32,593
Administration expenses 17,304 19,496
51,920 52,089
3. Exceptional items
Following on from the announcement last year, the Atherton production site’s activities were scaled down in advance of the site closure. During the closure period a new can line was installed at the
Cumbernauld production site. Due to technical difficulties with the commissioning of the line the Atherton site remained operational longer than had been planned. This resulted in additional costs 
at Atherton as the site had to remain capable of production up until the new Cumbernauld line was fully commissioned. This has resulted in the excess costs of keeping Atherton operational being
treated as exceptional costs. These costs totalled £440,000. A further £47,000 was incurred in moving the IT infrastructure out of Atherton and into the Cumbernauld facility as part of the closure.
The company utilised £1,807,000 of the £2,262,000 provision created at 27th January, 2007 for the closure of Atherton (note 18). £284,000 of the balance is expected to be required on the sale 
of the site. This resulted in an exceptional credit of £171,000 arising from the release of the element no longer required.
During the year the Pitcox production site changed its focus to the filling of 19 litre water containers. This resulted in redundancy costs of £56,000 being charged to the income statement. 
As a result of the change of production focus a bottling line at the site was no longer required and transferred to assets available for sale (see note 16). The post year end sale of the bottling line 
for a value less than its net book value has resulted in an impairment charge of £96,000 being recognised as an exceptional item in the year to 26th January, 2008.
During the year to 27th January, 2007 the group completed the re-organisation of its sales and logistics facilities in Scotland and the move to the consolidated facility at its existing Cumbernauld
factory site. The sale of the Scottish distribution sites resulted in a gain of £1,779,000 which included property at Irvine and Wishaw. These two properties were classified as assets available for 
sale at 28th January, 2006. Government grants received at the time of the initial property purchases by the group were released to the income statement with £536,000 being recognised as an
exceptional credit. Previously the grants were released over the expected lifetime of the properties. These gains were reduced by redundancy costs of £1,292,000 relating to the site closures and 
re-organisation and double running costs of £1,128,000. A further £2,356,000 was recognised in relation to the closure of the Atherton site and £300,000 in relation to impairment of assets held 
at Atherton.
4. Finance income
2008 2007
£000 £000
Interest receivable 853 1,158
Net finance income relating to retirement and post-employment benefit schemes 71 –
924 1,158
5. Finance costs
2008 2007
£000 £000
Interest payable 12 6
Net finance charge relating to retirement and post-employment benefit schemes – 371
12 377
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
34 Annual Report and Accounts 2008 6. Profit for the year
Profit for the year has been arrived at after charging (crediting):
2008 2007
£000 £000
Depreciation of property, plant and equipment 6,668 5,654
Impairment of plant and equipment – 300
Impairment of assets classified as held for sale 96 –
Amortisation of intangible assets 233 160
Cost of inventories recognised as expense 76,068 71,453
Government grant released (1) (538)
Profit on disposal of property, plant and equipment (33) (18)
Other operating lease rentals payable
– property 197 197
Trade receivables impairment – 15
Share-based payment costs 385 359
Services provided by the group’s auditor
During the year the group obtained the services listed below from the group’s auditor. In the year to 26th January, 2008 all of the services with the exception of the tax services were supplied 
by Baker Tilly UK Audit LLP . In the year to 27th January, 2007 all of the services were provided by Baker Tilly.
2008 2007
£000 £000
Audit services
Fees payable to company auditor of parent company and consolidated accounts 52 77
Non-audit services
Fees payable to the company’s auditor for other services:
Audit of the company’s subsidiaries pursuant to legislation 5 5
Other services pursuant to legislation 31 30
Tax services
– Baker Tilly Tax & Advisory Services LLP 22 –
– Baker Tilly 24 48
Other services – 13
Fees in respect of the group’s pension plans
Audit 9 5
7. Employees and directors
2008 2007
Average monthly number of people employed by the group and the company (including executive directors) 898 910
Staff costs for the group for the year
£000 £000
Wages and salaries 24,754 24,567
Social security costs 2,365 2,320
Other pension costs (see note 26) 1,464 2,346
28,583 29,233
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 35 8. Tax on profit
2008 2007
£000 £000
Current tax 4,492 3,623
Adjustments in respect of prior years (940) (739)
Total current corporation tax 3,552 2,884
Deferred tax – current year 619 279
(Over)/under provision prior years (176) –
3,995 3,163
Reconciliation of tax charge:
Profit on ordinary activities before tax 20,833 16,354
Tax at 30% (2007: 30%) thereon 6,250 4,906
Effects of:
Tax effect of items that are not deductible in determining taxable profit 120 (1,001)
Adjustment in respect of prior year (1,116) (739)
Deferred tax movement as a result of a change in tax rates (333) –
Net pension deduction (183) –
Net share scheme deduction (145) –
Permanent difference on transfer of assets available for sale (610) –
Marginal relief (2) (9)
Other differences 14 6
Current tax charge for period 3,995 3,163
In addition to the current tax expense charged to profit a current tax credit of £909,000 (2007: nil) has been recognised directly in equity. This is in respect of share-based payments. A deferred tax
charge of £2,649,000 (2007: credit of £366,000) has been recognised in equity in in the year (see note 22).
During the year, as a result of the change in U.K. Corporation Tax rates which will be effective from 1st April, 2008, deferred tax balances have been re-measured. Deferred tax relating to temporary
differences which are expected to reverse prior to 1st April, 2008 is measured at 30% and deferred tax relating to temporary differences expected to reverse after 1st April, 2008 is measured at the
tax rate of 28% as these are the tax rates that will apply on reversal.
9. Dividends
2008 2007
£000 £000
Final paid 7th June, 2007 (24.75p per share) 4,673 4,143
Interim paid 26th October, 2007 (11.00p per share) 2,078 1,934
6,751 6,077
In respect of the current year, the directors propose that a final dividend of 28.00p per share will be paid to shareholders on 6th June, 2008. This dividend is subject to approval by shareholders 
at the annual general meeting and has not been included as a liability in these financial statements. The final dividend proposed would amount to £5,449,000.
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
36 Annual Report and Accounts 2008 10. Earnings per share
Earnings per share have been calculated by dividing the profit attributable to shareholders by the weighted average number of ordinary shares in issue during the period. The numbers used 
in calculating basic and diluted earnings per ordinary share are reconciled below.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. Dilutive potential ordinary shares
are shares options granted to employees where the exercise price is less than the average market price of the company’s ordinary shares during the year.
2008 2007
£000 £000
Net profit attributable to shareholders
Earnings – basic and diluted 16,838 13,191
Number Number
Weighted average number of shares in issue
Issued share capital 19,461,463 19,461,463
Own shares held (334,705) (517,780)
Weighting adjustment 282,460 (4,617)
Basic 19,409,218 18,939,066
Calculation adjustments:
Savings related share option scheme 104,979 330,118
AESOP Matching share scheme 11,773 –
Ltip share scheme 44,424 –
Performance related share scheme:
Deferred shares 87,326 86,990
Matching shares – –
Diluted 19,657,720 19,356,174
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 37 11. Intangible assets
Customer Water
Goodwill Brands relationships rights Total
£000 £000 £000 £000 £000
Cost
At 28th January, 2006 –––––
Acquisitions through business combinations 1,902 7,000 1,000 – 9,902
At 27th January, 2007 1,902 7,000 1,000 – 9,902
Additions 15 390 – 742 1,147
At 26th January, 2008 1,917 7,390 1,000 742 11,049
Amortisation and impairment losses
At 28th January, 2006 –––––
Amortisation for the year – – 160 – 160
At 27th January, 2007 – – 160 – 160
Amortisation for the year – – 233 – 233
At 26th January, 2008 – – 393 – 393
Carrying amounts
At 26th January, 2008 1,917 7,390 607 742 10,656
At 27th January, 2007 1,902 7,000 840 – 9,742
The opening brand value represents the Strathmore brand acquired on the acquisition of the Strathmore Water business. The addition to brands in the year was for the acquisition of the Vitsmart
and Vitaminsmart brands. As part of the acquisition of the Vitsmart and Vitaminsmart brands a small amount of inventory was acquired. After adjusting for the inventory for its fair value goodwill 
of £15,000 was recognised as part of the acquisition.
The water rights purchase in the year was a payment to obtain the right to draw water from the Findlays Spring in the Lammermuir Hills, the source of the water used for the Findlays brand.
Previously a royalty payment was made for the volumes drawn from the source and the purchase of the rights has removed the continuing royalty payment. 
The group’s goodwill balance, brands and water rights are reviewed for impairment annually on a value in use basis. The group assesses impairment by reference to a comparison between 
the present value of forecast future cash flows and the carrying value (including goodwill) of the group. Both goodwill and the brands have been attributed to the group as a whole as the group 
is expected to benefit from the acquisition. The group’s recoverable amount has been based on value in use. The main assumptions used in this calculation were an estimated growth rate 
averaging 6%. The average pre-tax rate used to discount the forecast cash flows is 5.5%.
The water rights purchased by A.G.BARR p.l.c. have been attributed to Findlays Limited, a trading subsidiary, as only the water business, Findlays Limited, is expected to benefit from the rights purchase.
The amortisation of the customer relationships is recognised in the administration expense in the income statement and has a remaining amortisation period of three years.
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
38 Annual Report and Accounts 2008 12. Property, plant and equipment
Land and buildings Plant Assets
Long equipment under
Freehold leasehold & vehicles construction Total
£000 £000 £000 £000 £000
Group
Cost or deemed cost
At 28th January, 2006 21,477 556 81,422 7,403 110,858
Additions 55 – 547 14,378 14,980
Transfers from assets under construction 8,460 – 10,231 (18,691) –
Acquired through acquisition of business 850 – 4,405 – 5,255
Disposals (3,915) (19) (9,253) – (13,187)
At 27th January, 2007 26,927 537 87,352 3,090 117,906
Additions 1,667 8 7,798 2,306 11,779
Transfers from assets under construction 2,289 – 2,339 (4,628) –
Transfer to assets classified as held for sale (3,777) – (318) – (4,095)
Disposals (16) – (28,182) – (28,198)
At 26th January, 2008 27,090 545 68,989 768 97,392
Depreciation
At 28th January, 2006 2,826 190 65,507 – 68,523
Amount charged 250 73 5,331 – 5,654
Impairment of plant and equipment – – 300 – 300
Disposals (118) – (8,731) – (8,849)
At 27th January, 2007 2,958 263 62,407 – 65,628
Amount charged 315 75 6,278 – 6,668
Transfer to assets classified as held for sale (913) – (176) – (1,089)
Disposals (16) – (27,172) – (27,188)
At 26th January, 2008 2,344 338 41,337 – 44,019
Net book value
At 26th January, 2008 24,746 207 27,652 768 53,373
At 27th January, 2007 23,969 274 24,945 3,090 52,278
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 39 12. Property, plant and equipment (continued)
Land and buildings Plant Assets
Long equipment under
Freehold leasehold & vehicles construction Total
£000 £000 £000 £000 £000
Company
Cost or deemed cost
At 28th January, 2006 21,439 405 79,513 7,403 108,760
Additions 55 – 262 14,378 14,695
Transfer from assets under construction 8,460 – 10,231 (18,691) –
Acquired through acquisition of business 850 – 4,405 – 5,255
Transfer to subsidiary company – – (1) – (1)
Disposals (3,915) (19) (9,152) – (13,086)
At 27th January, 2007 26,889 386 85,258 3,090 115,623
Additions 1,668 8 7,583 2,306 11,565
Transfer from assets under construction 2,289 – 2,339 (4,628) –
Transfer to assets classified as held for sale (3,777) – – – (3,777)
Disposals (16) – (28,049) – (28,065)
At 26th January, 2008 27,053 394 67,131 768 95,346
Depreciation
At 28th January, 2006 2,825 89 64,412 – 67,326
Amount charged 248 66 5,067 – 5,381
Impairment of plant and equipment – – 300 – 300
Disposals (118) – (8,668) – (8,786)
At 27th January, 2007 2,955 155 61,111 – 64,221
Amount charged 314 68 6,010 – 6,392
Transfer to assets classified as held for sale (913) ––– (913)
Disposals (16) – (27,089) – (27,105)
At 26th January, 2008 2,340 223 40,032 – 42,595
Net book value
At 26th January, 2008 24,713 171 27,099 768 52,751
At 27th January, 2007 23,934 231 24,147 3,090 51,402
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
40 Annual Report and Accounts 2008 13. Investment in subsidiaries
Company
2008 2007
£000 £000
Cost as at 26th January, 2008 205 205
Principal operating subsidiaries Place of incorporation and operation Principal activity
Barr Leasing Limited Incorporated in England. Central commercial services.
Findlays Limited Incorporated in Scotland. Natural mineral water bottler.
All subsidiaries are wholly owned. Investments in subsidiaries are recorded at cost, which is the fair value of the consideration paid.
14. Inventories
Group Company
2008 2007 2008 2007
£000 £000 £000 £000
Returnable containers 566 677 553 653
Materials 1,803 1,877 1,764 1,793
Finished goods 9,970 8,855 9,968 8,853
12,339 11,409 12,285 11,299
15. Trade and other receivables
Group Company
2008 2007 2008 2007
£000 £000 £000 £000
Trade receivables 23,661 23,428 23,661 23,428
Less: Provision for impairment of receivables (445) (462) (445) (462)
Trade receivables – net 23,216 22,966 23,216 22,966
Other receivables 702 680 206 144
Prepayments and accrued income 2,047 1,760 2,032 1,720
Amounts due by subsidiary companies – – 180 153
25,965 25,406 25,634 24,983
All of the closing group and company trade receivables are U.K. Sterling. There are no other currencies included in the closing balances.
Financial instruments by category
All financial instruments, being trade and other receivables and cash and cash equivalents are accounted for as loans and receivables. There are no liabilities which are accounted for 
as financial instruments.
Credit quality of financial assets
Based on past experience the group believes that no impairment allowance is necessary in respect of trade receivables not past due. 98% of the balance relates to customers that have 
a good track record with the group.
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 41 15. Trade and other receivables (continued)
The maximum exposure for both the group and company to credit risk for trade receivables at the reporting date by type of customer was:
2008 2007
£000 £000
Major customers 20,229 19,814
Direct to store customers 3,432 3,614
23,661 23,428
The group’s and company’s most significant customer, a U.K. major customer, accounts for £3,061,000 of the trade receivables carrying amount at 26th January, 2008 (27th January, 2007: £2,598,000).
The ageing of trade receivables at the reporting date for the group and company was:
Gross Impairment Gross Impairment
2008 2008 2007 2007
£000 £000 £000 £000
Not past due 19,739 – 17,699 –
Past due 0 to 30 days 2,950 – 3,741 –
Past due 31 to 60 days 298 – 766 –
Past due 61 to 120 days 156 – 470 –
More than 120 days 518 445 752 462
23,661 445 23,428 462
No provision is required in respect of amounts owed by subsidiary companies.
Movements in the provision for impairment of receivables for the group and company were as follows:
2008 2007
£000 £000
At 28th January, 2007 462 416
Charge for the year – 61
Utilised (17) (15)
At 26th January, 2008 445 462
The provision allowance in respect of trade receivables is used to record impairment losses unless the group and company is satisfied that no recovery of the amount owing is possible. At that point
the amounts are considered irrecoverable and are written off against the trade receivable directly. Where trade receivables are past due an assessment is made of individual customers and the
outstanding balance. No provision is required in respect of amounts owed by subsidiary companies.
The credit quality of the holder of the Cash at bank is AA rated. None of the financial assets that are fully performing have been re-negotiated in the last year.
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
42 Annual Report and Accounts 2008 16. Assets classified as held for sale
Group Company
2008 2007 2008 2007
£000 £000 £000 £000
Land and buildings 2,864 – 2,864 –
Plant 142 – – –
3,006 – 2,864 –
Impairment of plant following post year end sale (96) – – –
2,910 – 2,864 –
The Atherton production site was closed during the year and the land and building qualifies as an asset held for sale as at 26th January, 2008. The proceeds of disposals are expected to exceed 
the net carrying amount of all of the relevant assets and, accordingly, no impairment loss has been recognised on the classification of these assets as held for sale.
During the year the Pitcox production site changed its focus to the filling of 19 litre water containers. This resulted in a bottling line at the site being taken out of use during the year and transferred
to assets available for sale. Shortly after the year end a buyer for the line was found but the disposal proceeds were £46,000 resulting in an impairment charge of £96,000 being recognised in the
year to 26th January, 2008.
There are no other assets or liabilities associated with the non-current assets held for sale other than a government grant of £59,000 held in respect of the Atherton site. This deferred credit was
previously released in line with the depreciation rate for the property whilst the site was in use. As the site is no longer being depreciated the grant is no longer being released. This will be released
to the income statement on the sale of the Atherton site as part of the gain on disposal.
17. Trade and other payables
Group Company
2008 2007 2008 2007
£000 £000 £000 £000
Trade payables 6,237 6,147 6,215 6,147
Other taxes and social security costs 2,440 1,854 2,440 1,851
Accruals 19,486 20,775 19,415 20,668
Amounts due to subsidiary companies – – 1,015 681
28,163 28,776 29,085 29,347
The table below summarises the maturity profile of the group’s financial liabilities at 26th January, 2008 based on contractual undiscounted payments.
2008 2007
Less than Greater than Less than Greater than
one month one month Total one month one month Total
Group £000 £000 £000 £000 £000 £000
Trade payables 6,237 – 6,237 6,147 – 6,147
Other taxes and social security costs 2,440 – 2,440 1,854 – 1,854
Accruals 14,686 4,800 19,486 16,775 4,000 20,775
Provision for site closure – 284 284 – 2,262 2,262
Total payable at 26th January, 2008 23,363 5,084 28,447 24,776 6,262 31,038
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 43 17. Trade and other payables (continued)
2008 2007
Less than Greater than Less than Greater than
one month one month Total one month one month Total
Company £000 £000 £000 £000 £000 £000
Trade payables 6,215 – 6,215 6,147 – 6,147
Other taxes and social security costs 2,440 – 2,440 1,851 – 1,851
Accruals 8,101 11,314 19,415 9,595 11,073 20,668
Amounts due to subsidiary companies 1,015 – 1,015 681 – 681
Provision for site closure – 284 284 – 2,262 2,262
Total payable at 26th January, 2008 17,771 11,598 29,369 18,274 13,335 31,609
Change in estimate
During the year the company conducted a formal review of its accrual for customer volume rebates. As a result of the review the level of the accrual was increased by £611,089.
18. Provisions
Group Company
2008 2007 2008 2007
£000 £000 £000 £000
At 27th January, 2007 2,262 – 2,262 –
Provision made during the year – 2,262 – 2,262
Provision utilised during the year (1,807) – (1,807) –
Provision released during the year (171) – (171) –
At 26th January, 2008 284 2,262 284 2,262
During the year ended 27th January, 2007 the company announced the closure of the Atherton factory. Following the announcement the company recognised a provision of £2,262,000 for 
expected restructuring costs, including consulting fees and employee termination costs. The employee termination costs were based on a detailed plan agreed between management and 
employee representatives. At 26th January, 2008 the site had been classified as an asset available for sale and the remaining £284,000 of the provision will be utilised when the site is sold.
19. Financial instruments
Bank balances and cash
Bank balances and cash held by the group have an original maturity of three months or less. The carrying amount of these assets approximates to their fair values.
Credit risk
The group’s principal financial assets are bank balances and cash, and trade and other receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables.
The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
44 Annual Report and Accounts 2008 20. Deferred income
Group Company
2008 2007 2008 2007
£000 £000 £000 £000
At 27th January, 2007 73 611 73 611
Credit to income statement (1) (538) (1) (538)
At 26th January, 2008 72 73 72 73
21. Share capital
2008 2007
£ £
Ordinary shares of 25p each
Authorised: 24,000,000 (2007: 24,000,000) 6,000,000 6,000,000
2008 2007
£ £
Issued and fully paid: 19,461,463 (2007: 19,461,463) 4,865,366 4,865,366
The company has one class of ordinary shares which carry no right to fixed income.
22. Deferred tax
The group’s and company’s deferred tax assets are offset against deferred tax liabilities where there is a legally enforceable right of offset and there is an intention to settle the balances net.
Consequently, the group and company have disclosed their deferred tax asset on a net basis. They are set out as below:
Group Company
2008 2007 2008 2007
£000 £000 £000 £000
Deferred tax assets 2,628 6,181 2,628 6,181
Deferred tax liabilities (5,021) (5,482) (5,016) (5,450)
At 26th January, 2008 (2,393) 699 (2,388) 731
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 45 22. Deferred tax (continued)
Retirement Other Total Accelerated Total
benefit Share-based timing deferred tax deferred tax
obligations payments differences tax asset depreciation liability
Group £000 £000 £000 £000 £000 £000
At 28th January, 2006 4,874 846 57 5,777 (5,030) (5,030)
(Charge)/credit to equity for the year 272 369 – 641 (275) (275)
(Charge)/credit to income statement for the year (321) 88 (4) (237) (43) (43)
Deferred tax liability recognised on acquisition – – – – (134) (134)
At 27th January, 2007 4,825 1,303 53 6,181 (5,482) (5,482)
(Charge)/credit to equity for the year (1,862) (809) – (2,671) 22 22
(Charge)/credit to income statement for the year (721) (108) (53) (882) 439 439
At 26th January, 2008 2,242 386 – 2,628 (5,021) (5,021)
Retirement Other Total Accelerated Total
benefit Share-based timing deferred tax deferred tax
obligations payments differences tax asset depreciation liability
Company £000 £000 £000 £000 £000 £000
At 28th January, 2006 4,874 846 57 5,777 (5,009) (5,009)
(Charge)/credit to equity for the year 272 369 – 641 (275) (275)
(Charge)/credit to income statement for the year (321) 88 (4) (237) (32) (32)
Deferred tax liability recognised on acquisition – – – – (134) (134)
At 27th January, 2007 4,825 1,303 53 6,181 (5,450) (5,450)
(Charge)/credit to equity for the year (1,862) (809) – (2,671) 22 22
(Charge)/credit to income statement for the year (721) (108) (53) (882) 412 412
At 26th January, 2008 2,242 386 – 2,628 (5,016) (5,016)
No deferred tax asset is recognised in the balance sheet for unused capital losses of £1,908,000 (2007: £1,908,000).
23. Lease commitments
Total future minimum lease payments under non-cancellable operating leases are as follows for both the group and company:
Group and Company
2008 2007
£000 £000
No later than one year 197 197
More than one year but not more than five years 394 591
Total lease commitments 591 788
24. Contingencies and commitments
Group and Company
2008 2007
£000 £000
Commitments for the acquisition of property, plant and equipment 1,996 4,685
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
46 Annual Report and Accounts 2008 25. Share-based payments
During the year ended 26th January, 2008 the group had ten share-based payment arrangements with its employees. The details of the arrangements are described on the following pages:
Savings Related Savings Related Savings Related
All-Employee Share Option Plan Share Option Plan Share Option Plan
Arrangement Share Ownership Plan 2002 2005 2007
Nature of the arrangement Share award Save as you earn scheme Save as you earn scheme Save as you earn scheme
Date of grant Each month 1st December, 2002 1st August, 2005 1st November, 2007
Number of instruments granted N/a 543,496 242,602 166,418
Exercise price Share price at month end date 336p 776p 975p
Share price at the date of grant Market price 420p 970p 1219p
Contractual life (years) Nil 5 5 5
Vesting conditions One share awarded by the Completion of five year Completion of five year Completion of five year
company for every three savings contracts savings contracts savings contracts
shares purchased by the
employee, with a three
year service period
Settlement Shares Shares Shares Shares
Expected volatility N/a 4.92% 4.92% 4.92%
Expected option life at grant date (years) 3 5 5 5
Risk-free interest rate N/a 5.50% 5.10% 5.10%
Expected dividend (dividend yield) N/a 4.69% 4.69% 4.69%
Expected departures (grant date) N/a 0% 0% 0%
Expected outcome of meeting performance criteria (at grant date) 1 N/a N/a N/a
Fair value per granted instrument determined at grant date Market price on date 77p 166p 209p
of award each year
Valuation model N/a Black-Scholes Black-Scholes Black-Scholes
Long-term Incentive Long-term Incentive Long-term Incentive Long-term Incentive
Arrangement Plan 2005 Plan 2006 Plan 2007 Plan 2008
Nature of the arrangement Share award Share award Share award Share award
Date of grant 24th October, 2004 6th April, 2005 1st April, 2006 20th April, 2007
Number of instruments granted 66,153 53,291 50,988 43,086
Exercise price Nil Nil Nil Nil
Share price at the date of grant 627p 844p 1018p 1330p
Contractual life (years) 3333
Vesting conditions Average EPS of three year Average EPS of three year Average EPS of three year Average EPS of three year
period exceeds average EPS period exceeds average EPS period exceeds average EPS period exceeds average EPS
of previous three year period of previous three year period of previous three year period of previous three year period
Settlement Shares Shares Shares Shares
Expected volatility 5.47% 5.06% 5.20% 5.20%
Expected option life at grant date (years) 3 3 3 3
Risk-free interest rate 5.50% 5.50% 5.00% 5.00%
Expected dividend (dividend yield) 4.69% 4.69% 4.69% 4.69%
Expected departures (grant date) 0% 0% 0% 0%
Expected outcome of meeting performance criteria (at grant date) 45% 45% 45% 45%
Fair value per granted instrument determined at grant date 544p 733p 885p 1155p
Valuation model Black-Scholes Black-Scholes Black-Scholes Black-Scholes
During the year the Long-term Incentive Plan 2005 matured and all of the outstanding share awards were exercised.
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 47 25. Share-based payments (continued)
PRSS Matching PRSS Deferred Executive Share
Arrangement Shares 2003 Shares 2003 Option Scheme
Nature of the arrangement Share award Share award Grant of share options
Date of grant 16th April, 2003 16th April, 2003 N/a
Number of instruments granted 32,163 32,163 N/a
Exercise price Nil Nil N/a
Share price at the date of grant 488p 488p N/a
Contractual life (years) 5 5 N/a
Vesting conditions Five year service period Three year service period N/a
and EPS is greater than the
average EPS over the
previous five to seven years
Settlement Shares Shares N/a
Expected volatility 6.10% 6.10% N/a
Expected option life at grant date (years) 5 5 N/a
Risk-free interest rate 5.50% 5.50% N/a
Expected dividend (dividend yield) 4.69% 6.74% N/a
Expected departures (grant date) 0% 0% N/a
Expected outcome of meeting performance criteria (at grant date) 100% 100% N/a
Fair value per granted instrument determined at grant date 386p 488p N/a
Valuation model Black-Scholes N/a N/a
In addition to the share-based payment arrangements listed are PRSS Matching Share 2001 and PRSS Deferred Shares 2001 arrangements. These matured in the year to 26th January, 2008. Both of
these arrangements had dates of grant before 7th November, 2002 and as a result were accounted for under UK-GAAP as permitted by IFRS 2. The grant date was 19th April, 2001 on which date
the share price was 462p. A total of 54,714 shares were awarded during the year for these two arrangements.
The Executive Share Option Scheme was approved at the annual general meeting held on 19th May, 2003 and replaced the PRSS scheme. As yet no options have been awarded under the scheme.
The group uses a Black-Scholes model to value share options and share awards. The expected volatility for the share option arrangements is based on historical volatility determined by the analysis
of the monthly share price movements over the past three years.
The following information applies to the Savings Related Share Option plans outstanding at the end of each period:
2008 2008 2007 2007
Number of Weighted average Number of Weighted average
Range of exercise prices options exercise price options exercise price
Outstanding share options at the beginning of the period 591,220 489p 663,943 493p
Granted in period 168,814 975p – –
Forfeited in period (22,579) 764p (58,790) 569p
Exercised in period (394,307) 348p (13,933) 350p
Expired in period – – – –
Outstanding share options at the end of the period 343,148 872p 591,220 489p
Weighted average remaining contractual life of outstanding share options 4– 3–
Exercisable at the end of the period –– ––
For the options exercised during the year to 26th January, 2008 the weighted average share price on the dates that the options were exercised was 1170p.
As at 26th January, 2008, employees hold options to subscribe for shares in the company at prices ranging from £7.76 to £9.75.
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
48 Annual Report and Accounts 2008 26. Retirement benefit plans
During the year the company operated five pension plans, three of which were closed to new employees, the works and the staff pension plans and the executive pension plan defined benefit
section. The company created a defined contribution section within the executive pension plan which is now the vehicle for pension provision for new executive entrants. The A.G.BARR p.l.c. (2005)
Pension and Life Assurance plan is a defined contribution pension plan which was introduced by the company in 2005 to replace the staff and works pension plans. The plan for works employees is 
an insured money purchase arrangement while the previous plans for executives and staff provide benefits based on final pensionable pay. The fifth plan is a stakeholder pension plan arrangement.
The assets of the plans are held separately from those of the company and are invested in managed funds. Full valuations of these plans were conducted as at 1st November, 2005 using the
attained age method. The total assets of the plans at valuation were £43,300,000. The assumptions which have the most significant effect on the results of the valuations are those relating to the
rate of return on investments and to the rates of increase in pay and pensions. It was assumed that the investment return would be 2.2% per annum higher than the growth in pensionable pay. 
In the period after retirement it was assumed that the investment return would be 0.4% per annum lower than the increase in pensions accruing up to November 2005 and 1.85% per annum
higher for pensions accruing thereafter in both the executive and staff plans. The deficit as at 1st November, 2005 determined using the above assumptions, was £20,400,000.
The valuation used for the two defined benefit plans has been based on market conditions as at the company year end to satisfy this. The full actuarial valuation carried out at 1st November, 2005
was updated to 26th January, 2008 by a qualified independent actuary.
Defined benefit plan
The group operates a funded defined benefit plan for qualifying employees. Under the plan, the employees are entitled to retirement benefits based on final pensionable pay. No other post-retirement
benefits are provided.
The amounts recognised in the balance sheet are as follows:
2008 2007
£000 £000
Present value of funded obligations 65,970 68,475
Fair value of plan assets (57,961) (52,391)
Funded status 8,009 16,084
Present value of unfunded obligations – –
Unrecognised actuarial (losses) – –
Unrecognised past service cost – –
Net liability 8,009 16,084
Liabilities 8,009 16,084
Assets – –
Net liability 8,009 16,084
Total actuarial gain/(cost) recognised in the SoRIE 5,167 (907)
The amounts recognised in the income statement are as follows:
2008 2007
£000 £000
Current service cost 889 1,335
Interest on obligation 3,504 3,209
Expected return on plans’ assets (3,575) (2,838)
Total cost recognised in the income statement 818 1,706
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 49 26. Retirement benefit plans (continued)
Of the total charge, £889,000 (27th January, 2007: £1,335,000) has been included in administration costs and £71,000 credited to finance income (27th January, 2007: £371,000 charged in finance costs).
2008 2007
£000 £000
Actual return on plan assets 3,641 2,260
Changes in the present value of the defined benefit obligation are as follows:
2008 2007
£000 £000
Opening defined benefit obligation 68,475 64,257
Service cost 889 1,335
Interest cost 3,504 3,209
Actuarial (gains)/losses (5,101) 329
Members’ contributions 586 543
Benefits paid (2,383) (1,383)
Net transfers in – 185
Closing defined benefit obligation 65,970 68,475
Changes in the fair value of the plans’ assets are as follows:
2008 2007
£000 £000
Opening fair value of plan assets 52,391 48,009
Expected return 3,575 2,838
Actuarial gains and (losses) 66 (578)
Contributions by employer 3,726 2,962
Members’ contributions 586 543
Benefits paid (2,383) (1,383)
Closing fair value of plans’ assets 57,961 52,391
The plans’ assets do not include any of the group’s own financial instruments, nor any property occupied by, or any other asset used by, the group.
The cumulative actuarial gains and (losses) recognised directly in equity are as follows:
2008 2007
£000 £000
Cumulative amount at 27th January, 2007 (2,666) (1,759)
Recognised during the period 5,167 (907)
Cumulative amount at 26th January, 2008 2,501 (2,666)
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
50 Annual Report and Accounts 2008 26. Retirement benefit plans (continued)
The principal assumptions at the balance sheet date (expressed as weighted averages):
2008 2007 2006 2005 2004
Discount rate at year end 5.90% 5.10% 4.90% 5.40% 5.50%
Expected return on plan assets at year end 6.70% 5.80% 6.50% 6.50% 6.50%
Future salary increases 4.65% 4.15% 4.00% 4.00% 4.00%
Inflation assumption 3.40% 2.90% 2.75% 2.75% 2.75%
The fair value of the plan assets at the balance sheet date is analysed as follows:
2008 2007 2006 2005 2004
£000 £000 £000 £000 £000
Equities 38,834 34,578 27,605 20,699 24,413
Bonds 13,331 13,412 13,923 12,680 4,470
Cash 5,796 4,401 6,481 3,312 2,087
Property – ––– 97
Total market value of assets 57,961 52,391 48,009 36,691 31,067
Actuarial value of liability (65,970) (68,475) (64,257) (53,735) (49,152)
Deficit in the plans (8,009) (16,084) (16,248) (17,044) (18,085)
Related deferred tax asset 2,242 4,825 4,874 5,113 5,426
Net pension liability (5,767) (11,259) (11,374) (11,931) (12,659)
The history of the plans for the current and prior period is as follows:
2008 2007 2006 2005 2004
£000 £000 £000 £000 £000
Defined benefit obligation (65,970) (68,475) (64,257) (53,735) (49,152)
Plan assets 57,961 52,391 48,009 36,691 31,067
Deficit (8,009) (16,084) (16,248) (17,044) (18,085)
Experience (gains) and losses on plans’ liabilities (100) 1,674 324 231 (1,186)
Difference between actual and expected return on plans’ assets 66 (578) 4,784 1,461 4,967
The group expects to pay £3,700,000 in contributions to defined benefit plans in the year to 31st January, 2009.
The pension costs for defined contributions plans are as follows:
2008 2007 2006 2005
£000 £000 £000 £000
Defined contribution plans 640 640 573 437
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 51 27. Related party transactions
Transactions between the company and it subsidiaries, which are related parties of the company, have been eliminated on consolidation in this note. Details of transactions between the company
and related parties are as follows:
Sales of goods Purchases of goods
and services and services
2008 2007 2008 2007
£000 £000 £000 £000
Findlays Limited – – 1,004 1,597
Barr Leasing Limited – – 84 85
Amounts owed Amounts owed
by related parties to related parties
2008 2007 2008 2007
£000 £000 £000 £000
Findlays Limited – – 658 216
Barr Leasing Limited – – 169 136
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No expense has been recognised in the period for bad or doubtful debts in respect
of the amounts owed by related parties.
Compensation of key management personnel
The remuneration of directors and other members of key management during the year was as follows:
2008 2007
£000 £000
Salaries and short-term benefits 2,024 2,156
Post-Employment benefits 291 284
Share-based payments 265 220
2,580 2,660
The group’s retirement benefit plans are administered by an independent third party service provider. During the year the service provider charged the group £447,487 (2007: £375,300) 
for administration services in respect of the retirement benefit plans. At the year end, £nil (2007: £nil) was outstanding to the service provider on behalf of the retirement benefit plans.
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
52 Annual Report and Accounts 2008 28. Shareholders’ funds and statement of changes in shareholders’ equity
Share Own Share
Share premium shares options Retained
capital account held reserve earnings Total equity
Group £000 £000 £000 £000 £000 £000
At 28th January, 2006 4,865 905 (4,298) 1,416 62,056 64,944
Own shares purchased – – (1,052) – – (1,052)
Proceeds of share option exercise – – 553 – – 553
Recognition of share-based payment costs – – – 359 – 359
Transfer of reserve on share award – – 358 (221) (137) –
Actuarial costs on defined benefit pension plans – – – – (907) (907)
Deferred tax on items taken directly to equity – – – 369 (3) 366
Profit for the period – – – – 13,191 13,191
Dividends paid – – – – (6,077) (6,077)
At 27th January, 2007 4,865 905 (4,439) 1,923 68,123 71,377
Own shares purchased – – (2,227) – – (2,227)
Proceeds of share option exercise – – 1,421 – – 1,421
Recognition of share-based payment costs – – – 385 – 385
Release of shares on share award – – 308 – – 308
Transfer of reserve on share award – – 1,220 (535) (685) –
Actuarial costs on defined benefit pension plans – – – – 5,167 5,167
Current tax on items taken directly to equity – – – – 909 909
Deferred tax on items taken directly to equity – – – (809) (1,840) (2,649)
Profit for the period – – – – 16,838 16,838
Dividends paid – – – – (6,751) (6,751)
At 26th January, 2008 4,865 905 (3,717) 964 81,761 84,778
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 53 28. Shareholders’ funds and statement of changes in shareholders’ equity (continued)
Share Own Share
Share premium shares options Retained
capital account held reserve earnings Total equity
Company £000 £000 £000 £000 £000 £000
At 28th January, 2006 4,865 905 (4,298) 1,416 60,380 63,268
Own Shares purchased – – (1,052) – – (1,052)
Proceeds of share option exercise – – 553 – – 553
Recognition of share-based payment costs – – – 359 – 359
Transfer of reserve on share award – – 358 (221) (137) –
Actuarial costs on defined benefit pension plans – – – – (907) (907)
Deferred tax on items taken directly to equity – – – 369 (3) 366
Profit for the period – – – – 13,057 13,057
Dividends paid – – – – (6,077) (6,077)
At 27th January, 2007 4,865 905 (4,439) 1,923 66,313 69,567
Own Shares purchased – – (2,227) – – (2,227)
Proceeds of share option exercise – – 1,421 – – 1,421
Recognition of share-based payment costs – – – 385 – 385
Release of shares on share award – – 308 – – 308
Transfer of reserve on share award – – 1,220 (535) (685) –
Actuarial costs on defined benefit pension plans – – – – 5,167 5,167
Current tax on items taken directly to equity – – – – 909 909
Deferred tax on items taken directly to equity – – – (809) (1,840) (2,649)
Profit for the period – – – – 16,668 16,668
Dividends paid – – – – (6,751) (6,751)
At 26th January, 2008 4,865 905 (3,717) 964 79,781 82,798
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
54 Annual Report and Accounts 2008 28. Shareholders’ funds and statement of changes in shareholders’ equity (continued)
At 26th January, 2008 the Own shares held balance represented 334,705 (2007: 643,498) shares.
During the year to 26th January, 2008 the company’s trusts purchased 184,081 (27th January, 2007: 98,196) shares. The total amount paid to acquire the shares has been deducted from
shareholders’ equity and classified as Own shares held. During the year 492,874 shares (27th January, 2007: 125,486 shares) were released from the company’s employee share schemes.
The £308,000 release of shares on share award relates to the release of shares awarded under a share scheme which had a grant date before 7th November, 2002. This award is not accounted 
for under IFRS through the exemption provided by IFRS 1 First-time Adoption of International Financial Reporting Standards.
29. Events after the balance sheet date
(a) Dividends
As disclosed in note 9 the directors propose that a final dividend of 28.00p per share will be paid to shareholders on 6th June, 2008.
(b) Business combinations
On 28th January, 2008 the group acquired 100% of the share capital of Taut International Limited, a group of companies specialising in the marketing of sports drinks. The consideration
was £1. No disclosure in respect of this acquisition is included in these financial statements at the date of publication as the fair value of the assets and liabilities being acquired has yet 
to be determined. The full disclosure and accounting for the acquisition will be included in the financial statements for the year ending 31st January, 2009.
(c) Changes to the Corporation Tax System
A number of changes to the U.K. Corporation Tax system were announced as part of the March 2007 budget statement. Certain of these changes were substantially enacted in the 2007
Finance Act on 26th June, 2007. The impact of these has been recognised in these financial statements. Certain other changes are expected to be enacted in the Finance Act 2008. The impact
of these changes will be recognised in the period in which the Finance Act 2008 is substantively enacted, which is expected to be in the year to 31st January, 2009. The changes to the industrial
building allowances available will result in an increase of deferred tax liabilities recognised in respect of land and buildings. The increase will be recognised in the income statement.
(d) Merger of pension schemes
On 31st January, 2008 the Revised Staff Pension Scheme and the Executive Pension scheme merged and the new scheme was named the A.G.BARR p.l.c. (2008) Pension and Life Assurance
Scheme. The decision to merge the schemes was made as both schemes were funded to a similar level based on the assumptions used to determine the scheme’s technical provisions.
Technical provisions are a measure used to determine the amount of money that a scheme needs to hold to meet benefits as they fall due. The merger will result in lower administration costs.
Both schemes are closed to new members.
Notes to the Accounts
Directors’ Report Corporate Governance Directors’ Remuneration Report Primary Statements Notes to the Accounts
Annual Report and Accounts 2008 55 We have audited the group and parent company financial
statements on pages 27 to 55. We have also audited the
information in the Directors’ Remuneration Report that 
is described as having been audited.
This report is made solely to the company’s members, as 
a body, in accordance with section 235 of the Companies 
Act 1985. 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
The directors’ responsibilities for preparing the annual 
report, the Directors’ Remuneration Report and the 
financial statements in accordance with applicable law 
and International Financial Reporting Standards (IFRSs) 
as adopted by the European Union are set out in the
Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements and the
part of the Directors’ Remuneration Report to be audited in
accordance with relevant legal and regulatory requirements
and International Standards on Auditing (U.K. and Ireland).
We report to you our opinion as to whether the financial
statements give a true and fair view and whether the financial
statements and the part of the Directors’ Remuneration
Report to be audited have been properly prepared in
accordance with the Companies Act 1985 and as regards 
the group financial statements, Article 4 of the IAS Regulation.
We also report to you whether in our opinion the information
given in the Directors’ Report is consistent with the financial
statements. The information given in the Directors’ Report
includes that specific information presented in the statements
of the chairman and the chief executive that is cross
referenced from the Activities of the group section of the
Directors’ Report. In addition we report to you if, in our
opinion, the company has not kept proper accounting
records, if we have not received all the information and
explanations we require for our audit, or if information
specified by law regarding directors’ remuneration and 
other transactions is not disclosed.
We review whether the Corporate Governance Statement
reflects the company’s compliance with the nine provisions 
of the 2003 Combined Code specified for our review by the
Listing Rules of the Financial Services Authority, and we
report if it does not. We are not required to consider whether
the board’s statements on internal control cover all risks 
and controls, or form an opinion on the effectiveness of 
the group’s corporate governance procedures or its risk 
and control procedures.
We read other information contained in the annual report 
and consider whether it is consistent with the audited 
financial statements. The other information comprises only 
the Directors’ Report, the unaudited part of the Directors’
Remuneration Report, Chairman’s Statement, Chief Executive’s
Statement, Corporate Social Responsibility, Board of Directors
and the Corporate Governance Statement. We consider the
implications for our report if we become aware of any apparent
misstatements or material inconsistencies with the financial
statements. Our responsibilities do not extend to any 
other information.
Basis of audit opinion
We conducted our audit in accordance with International
Standards on Auditing (U.K. and Ireland) issued by the
Auditing Practices Board. An audit includes examination, 
on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements and the part of the
Directors’ Remuneration Report to be audited. It also includes
an assessment of the significant estimates and judgements
made by the directors in the preparation of the financial
statements, and of whether the accounting policies are
appropriate to the group’s and company’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all 
the information and explanations which we considered
necessary in order to provide us with sufficient evidence to
give reasonable assurance that the financial statements and
the part of the Directors’ Remuneration Report to be audited
are free from material misstatement, whether caused by 
fraud or other irregularity or error. In forming our opinion 
we also evaluated the overall adequacy of the presentation 
of information in the financial statements and the part of the
Directors’ Remuneration Report to be audited.
Opinion
In our opinion:
• the group financial statements give a true and fair view, 
in accordance with IFRSs as adopted by the European
Union, of the state of the group’s affairs as at 26th January,
2008 and of its profit for the year then ended;
• the parent company financial statements give a true and fair
view, in accordance with IFRSs as adopted by the European
Union as applied in accordance with the provisions of the
Companies Act 1985, of the state of the parent company’s
affairs as at 26th January, 2008;
• the financial statements and the part of the Directors’
Remuneration Report to be audited have been properly
prepared in accordance with the Companies Act 1985 and,
as regards the group financial statements, Article 4 of the
IAS Regulation; and
• the information given in the Directors’ Report is consistent
with the financial statements.
As explained in the accounting policies to the group financial
statements, the group, in addition to complying with its legal
obligation to comply with IFRSs as adopted by the European
Union, has also complied with the IFRSs as issued by the
International Accounting Standards Board. In our opinion 
the group financial statements give a true and fair view, in
accordance with IFRSs, of the state of the group’s affairs as 
at 26th January, 2008 and of its profit for the year then ended.
Baker Tilly UK Audit LLP
Registered Auditor
Chartered Accountants
Breckenridge House
274 Sauchiehall Street
Glasgow G2 3EH
31st March, 2008
Independent Auditor’s Report
56 Annual Report and Accounts 2008 Prepared
under
Prepared under IFRS UK-GAAP
2008 2007 2006 2005 2004
£000 £000 £000 £000 £000
Revenue 148,377 141,876 128,760 127,222 125,235
Operating profit before exceptional items 20,389 18,334 16,940 15,629 13,198
Exceptional items 468 2,761 533 – –
Operating profit after exceptional items 19,921 15,573 16,407 15,629 13,198
Interest receivable 924 1,158 1,557 1,288 599
Interest payable (12) (377) (583) (630) –
Interest 912 781 974 658 599
Profit before tax 20,833 16,354 17,381 16,287 13,797
Tax on profit 3,995 3,163 5,128 4,585 4,085
Profit after tax 16,838 13,191 12,253 11,702 9,712
Earnings per share on issued share capital 86.52p 67.78p 62.96p 60.13p 49.90p
Dividends recognised as an appropriation in the year 35.75p 32.25p 29.25p 26.25p 25.50p
The Earnings per share on issued share capital for each period has been calculated to reflect the shares in issue at the respective year end dates.
Conversion to IFRS
The main adjustments that would require to be made to restate the UK-GAAP figures for 2004 into IFRS are as follows:
1. To treat all share options awards and share awards as prescribed by IFRS 2;
2. to treat the final salary pension plans as prescribed by IAS 19, with the net finance charge relating to retirement and post-employment benefit plans being included within interest payable
3. proposed dividends were recognised as an appropriation in the period to which they related to. Under IFRS proposed dividends at the year end date require to be disclosed but not treated 
as a liability of that year.
Review of Trading Results
Annual Report and Accounts 2008 57 NOTICE IS HEREBY GIVEN that the one hundred and fourth annual general meeting of the company will be held at the offices of Brechin Tindall Oatts, 48 St. Vincent Street, Glasgow G2 5HS 
on 19th May, 2008 at 11.00 a.m.
Agenda
Ordinary business
1. To receive and adopt the audited accounts of the group for the year ended 26th January, 2008 together with the reports of the directors and auditors thereon.
2. To receive and approve the directors’ remuneration report for 2008.
3. To declare a final dividend for 2008.
4. To re-elect W.R.G. Barr as a director.
5. To re-elect J.D. Kemp as a director.
6. To confirm the appointment of A.L. Memmott as a director.
7. To confirm the re-appointment of J.S. Espey as a director.
8. To re-appoint the auditors and to authorise the directors to fix their remuneration.
Special business
9. To consider and, if thought fit, to pass the following resolution which will be proposed as a SPECIAL RESOLUTION:
Authority to purchase own shares
That the company be and is hereby unconditionally and generally authorised for the purposes of section 166 of the Companies Act 1985 to make market purchases (as defined in section 163 
of that Act) of ordinary shares of 25p each in the capital of the company provided that:
(i) the maximum number of ordinary shares that may be purchased is 1,946,146;
(ii) the minimum price which may be paid for each ordinary share is 25p;
(iii) the maximum price which may be paid for each ordinary share is five per cent above the average of the middle market quotations taken from the Stock Exchange Daily Official List for the
ten business days before the purchase is made; and
(iv) this authority shall expire on the conclusion of the annual general meeting of the company held in 2009 or, if earlier, 1st November, 2009 (except in relation to the purchase of ordinary shares
the contract for which was concluded before the expiry of such authority and which may be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.
Notice of Meeting
58 Annual Report and Accounts 2008 10. To consider and, if thought fit, to pass the following resolution which will be proposed as a SPECIAL RESOLUTION:
THAT with effect from 12.01 a.m. on 1st October, 2008 (or such later date as section 175 of the Companies Act 2006 shall be brought into force), Article 29 of the company’s articles 
of association be deleted in its entirety and replaced by the following new Article 29:
29. Directors’ interests and voting
Paragraphs (a) to (i) of this Article are subject to the provisions of the Statutes and to the provisions of paragraphs (j) to (q).
(a) No Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as
vendor, purchaser or in any other manner whatever, nor shall any contract in which any Director is in any way interested be liable to be avoided, nor shall any Director who is so interested 
be liable to account to the Company or the members for any remuneration, profit or other benefit realised by the contract by reason of the Director holding that office or of the fiduciary
relationship thereby established.
(b) A Director may hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period (subject to the provisions of 
the Statutes) and upon such other terms as the Board may decide, and may be paid such extra remuneration for so doing (whether by way of salary, commission, participation in profits 
or otherwise) as the Board or any committee authorised by the Board may decide, and either in addition to or in lieu of any remuneration provided for by or pursuant to any other Article.
(c) A Director may be or become a Director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested or as regards
which it has any power of appointment, and shall not be liable to account to the Company or the members for any remuneration, profit or other benefit received by him as a Director or
officer of or from his interest in the other company. The Board may also cause any voting power conferred by the shares in any other company held or owned by the Company or any 
power of appointment to be exercised in such manner in all respects as it thinks fit, including the exercise of the voting power or power of appointment in favour of the appointment 
of the Directors or any of them as Directors or officers of the other company, or in favour of the payment of remuneration to the Directors or officers of the other company.
(d) A Director may act by himself or his firm in a professional capacity (otherwise than as Auditor) and he or his firm shall be entitled to remuneration for professional services as if he were 
not a Director.
(e) A Director shall not vote on or be counted in the quorum in relation to any resolution of the Board concerning his own appointment, or the settlement or variation of the terms or the
termination of his own appointment, as the holder of any office or place of profit with the Company or any other company in which the Company is interested but, where proposals are
under consideration concerning the appointment, or the settlement or variation of the terms or the termination of the appointment, of two or more Directors to offices or places of profit 
with the Company or any other company in which the Company is interested, a separate resolution may be put in relation to each Director and in that case each of the Directors concerned
shall be entitled to vote and be counted in the quorum in respect of each resolution unless it concerns his own appointment or the settlement or variation of the terms or the termination 
of his own appointment or the appointment of another Director to an office or place of profit with a company in which the Company is interested and the Director seeking to vote or be
counted in the quorum owns one per cent. or more of it.
(f) Save as otherwise provided by these Articles, a Director shall not vote on, or be counted in the quorum in relation to, any resolution of the Board in respect of any actual or proposed
transaction or arrangement with the Company in which he has an interest (taken together with any interest of any person connected with him) which is an interest of which he is aware, 
or ought reasonably to be aware, does conflict, or can reasonably be regarded as likely to give rise to a conflict, with the interests of the Company and, if he shall do so, his vote shall 
not be counted, but this prohibition shall not apply to any resolution where that material interest arises only from one or more of the following matters:
(i) the giving to him of any guarantee, indemnity or security in respect of money lent or obligations undertaken by him or by any other person at the request of or for the benefit of the
Company or any of its subsidiary undertakings;
(ii) the giving to a third party of any guarantee, indemnity or security in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has
assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
(iii) where the Company or any of its subsidiary undertakings is offering securities in which offer the Director is or may be entitled to participate as a holder of securities or in the
underwriting or sub-underwriting of which the Director is to participate;
(iv) any contract in which he is interested by virtue of his interest in shares or debentures or other securities of the Company or by reason of any other interest in or through the Company;
(v) any contract concerning any other company (not being a company in which the Director owns one per cent. or more) in which he is interested directly or indirectly whether as an officer,
shareholder, creditor or otherwise howsoever;
(vi) any contract concerning the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to Directors and employees 
of the Company or of any of its subsidiary undertakings and does not provide in respect of any Director as such any privilege or advantage not accorded to the employees to which
the fund or scheme relates;
(vii) any contract for the benefit of the employees of the Company or of any of its subsidiary undertakings under which he benefits in a similar manner to the employees and which does 
not accord to any Director as such any privilege or advantage not accorded to the employees to whom the contract relates; and
(viii) any contract for the purchase or maintenance of insurance against any liability for, or for the benefit of, any Director or Directors or for, or for the benefit of, persons who include Directors.
Notice of Meeting
Annual Report and Accounts 2008 59 (g) A company shall be deemed to be “one in which a Director owns one per cent. or more” if and for so long as (but only if and for so long as) he, taken together with any person connected
with him, is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent. or more of any class of the equity share capital of that company or of 
the voting rights available to members of that company. For the purpose of this paragraph of this Article 29 there shall be disregarded any shares held by the Director or any such person 
as bare trustee or custodian and in which he has no beneficial interest, any shares comprised in a trust in which his, or any such person’s, interest is in reversion or remainder if and so 
long as some other person is entitled to receive the income of the trust and any shares comprised in an authorised unit trust scheme in which he, or any such person, is interested only
as a unit holder.
(h) Where a company in which a Director owns one per cent. or more is interested in a contract, he also shall be deemed interested in that contract.
(i) If any question shall arise at any meeting of the Board as to whether the interest of a Director gives rise to a conflict, or could reasonably be regarded as likely to give rise to a conflict, with
the interests of the Company or as to the entitlement of any Director to vote or be counted in the quorum and the question is not resolved by his voluntarily agreeing to abstain from voting 
or not to be counted in the quorum, the question shall be decided by a resolution of the Board (for which purpose the Director in question shall not be counted in the quorum and provided
that the resolution was agreed to without the Director in question voting or would have been agreed if their votes had not been counted) and the resolution shall be conclusive except 
in a case where the nature or extent of the interest of the Director (so far as it is known to him) has not been fairly disclosed to the Board.
(j) A Director who is in any way, whether directly or indirectly, interested in an actual or proposed transaction or arrangement with the Company shall declare the nature and extent of his
interest at the meeting of the Board at which the question of entering into the contract is first taken into consideration, if he knows his interest then exists, or in any other case at the first
meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general notice to the Board by a Director to the effect that (a) he is a member
of a specified company or firm and is to be regarded as interested in any contract which may after the date of the notice be made with that company or firm or (b) he is to be regarded as
interested in any contract which may after the date of the notice be made with a specified person who is connected with him, shall be deemed to be a sufficient declaration of interest under
this Article in relation to any such contract; provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure
that it is brought up and read at the next Board meeting after it is given.
(k) References in this Article to a contract include references to any proposed contract and to any transaction or arrangement whether or not constituting a contract.
(l) In respect of any situation in which a Director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company, the Board may authorise
the matter, on such terms as they may determine, provided that:
(i) the Director has declared the full nature and extent of the situation to the Board; and
(ii) it is proposed (either by the Director in question or another) that the Board authorise the matter and upon the resolution to do so the requirement for the quorum is met without counting
the Director in question and the resolution was agreed to without such Director voting or would have been agreed to if that conflicted Director’s vote had not been counted.
(m) Any terms determined by the Board under paragraph (l) of this Article may be imposed at the time of authorisation or may be imposed subsequently and may include (without limitation):
(i) the exclusion of the interested Director in question from all information and discussion by the Company of the situation in question; and
(ii) (without prejudice to the general obligations of confidentiality) the application to the interested Director of a strict duty of confidentiality to the Company for any confidential information
of the Company in relation to the situation in question.
(n) An interested Director under this Article 29 must act in accordance with any terms determined by the Board pursuant to paragraphs (l) or (m) of this Article.
(o) Any authorisation given by the Board under paragraph (l) of this Article may provide that, where the interested Director obtains (other than through his position as a Director of the Company)
information that is confidential to a third party, he will not be obliged to disclose it to the Company or to use it in relation to the Company’s affairs in circumstances where to do so would
amount to a breach of that confidence.
(p) Subject to the provisions of the Statutes, the Company may by ordinary resolution suspend or relax the provisions of this Article to any extent or ratify any contract not properly authorised
by reason of a contravention of this Article.
(q) For the purposes of this Article an interest of a person who is for the purpose of the Statutes connected with a Director shall be treated as an interest of the Director, and, in relation 
to an alternate Director, an interest of his appointer shall be treated as an interest of the alternate Director.
11. To transact any other competent business.
By order of the board,
J.A. Barr
Secretary
18th April, 2008
Notice of Meeting
60 Annual Report and Accounts 2008 Notice of Meeting
Annual Report and Accounts 2008 61
Notes
1. A member entitled to attend and vote at the above meeting may appoint one or more persons as his/her proxy to attend, speak and vote instead of him/her at the meeting. If multiple proxies
are appointed they must not be appointed in respect of the same shares. A proxy need not be a member of the company. A form of proxy is enclosed with this Notice. Completion and return 
of the form of proxy will not prevent a member from attending the meeting and voting in person if he/she so wishes. A member present in person or by proxy shall have one vote on a show 
of hands and on a poll every member present in person or by proxy shall have one vote for every ordinary share of which he/she is the holder.
2. In order to be valid, forms of proxy for the meeting and the power of attorney or other authority (if any) under which it is executed or a notarially certified copy of such power or authority 
must be received, not later than 48 hours before the time fixed for the meeting, at the office of the company’s registrars: Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6ZR.
3. As at 17th April, 2008 (being the last business day prior to the publication of this Notice) the company’s issued share capital amounted to 19,461,463 ordinary shares carrying one vote each.
Therefore the total voting rights in the company as at 17th April, 2008 were 19,461,463 votes.
4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the company specifies that only those shareholders registered in the register of members of the company as at
11.00 a.m. on 17th May, 2008 (or in the event that the meeting is adjourned, only those shareholders registered in the register of members of the company as at 11.00 a.m. on the day which
is two days prior to the adjourned meeting) shall be entitled to attend or vote at the above meeting in respect of the number of shares registered in their name at that time. Changes to entries 
on the relevant register of securities after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
5. A person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement
between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has 
no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. 
The statement of the rights of members in relation to the appointment of proxies in Note 1 above does not apply to a Nominated Person. The rights described in that Note can only be exercised
by registered members of the company.
6. There are no contracts of service under which directors of the company are employed by the company or any of its subsidiaries other than contracts expiring or determinable by the employing
company within one year for executive directors except within a period of six months following either a takeover of or by or a reconstruction of the company during which time the notice period
reverts in certain circumstances to two years. The chairman’s contract allows for a notice period of one year. For non-executive directors, contracts expire or are determinable within three years.
7. The directors’ service contracts and the letters of appointment of the non-executive directors will be available for inspection during normal business hours on any weekday (Saturdays, Sundays
and public holidays excepted) from the date of this Notice until the close of the annual general meeting at the registered office of the company and on the date of the annual general meeting 
at the offices of Brechin Tindall Oatts, 48 St. Vincent Street, Glasgow G2 5HS from 10.45 a.m. on 19th May, 2008 until the conclusion of the meeting.
8. Resolution 9 – Purchase of shares. The directors are committed to managing the company’s capital effectively and consider that the purchase by the company of its ordinary shares may 
in certain circumstances be advantageous to shareholders. They believe that, in common with many other listed companies, the company should obtain from shareholders a general authority 
to make market purchases on the London Stock Exchange. The authority should be on the basis that in accordance with the company’s articles of association, the maximum price for ordinary
shares purchased in the market shall not exceed five per cent above the average of the middle market quotations taken from the Stock Exchange Daily Official List for the ten business days
before the purchase is made. The minimum price per ordinary share shall not be less than 25p, being the par value of an ordinary share. The number of ordinary shares which may be acquired
pursuant to the authority is up to an aggregate of 1,946,146 ordinary shares, this being approximately 10.0 per cent of the issued ordinary share capital of the company. The company will only
purchase ordinary shares if the directors believe that it is in the shareholders’ best interests and will increase earnings per share. Although the directors have no plans to use the authority 
at present, this position will be kept under review.
9. Resolution 10 – Amendment of articles of association.
The company’s articles of association contain provisions in relation to directors’ conflicts of interest. It is intended that with effect from 1st October, 2008 those provisions will be amended 
to reflect new provisions of the Companies Act 2006 (the “2006 Act”) in relation to directors’ conflicts of interests which are expected to come into force on that date. The new provisions 
are contained in Resolution 10 set out in the notice of the annual general meeting.
The 2006 Act sets out directors’ general duties which largely codify the existing law but with some changes. Under the 2006 Act, from 1st October, 2008 a director must avoid a situation where
he/she has, or can have, a direct or indirect interest that conflicts, or may conflict, with the company’s interests. The requirement is very broad and could apply, for example, if a director is or
becomes a director of another company or a trustee of another organisation. The 2006 Act allows directors of public companies to authorise conflicts and potential conflicts, where appropriate,
insofar as the articles of association contain a provision to this effect. The 2006 Act also allows articles to contain other provisions for dealing with directors’ conflicts of interest to avoid 
a breach of duty. 
There are safeguards which will apply when directors decide whether to authorise a conflict or potential conflict. Firstly, 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.
It is also proposed that the articles of association should contain provisions relating to confidential information, attendance at board meetings and the availability of board papers to protect 
a director being in breach of duty if a conflict of interest or a potential conflict of interest arises. Notes
62 Annual Report and Accounts 2008