05
GLOBAL IN REACH, SCALE AND SOLUTIONS
Systems Union Group plc
Systems Union House 
1 Lakeside Road 
Aerospace Centre 
Farnborough 
Hampshire GU14 6XP 
United Kingdom
Telephone: +44 (0)1252 556000  
Website: www.systemsunion.com
SUG ANR 006
Systems Union Group plc 
annual report and accounts
Systems Union Group plc annual report and accounts T HE D ESIGN P OR TFOLIO
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CORPORATE STATEMENT
Systems Union Group plc is the world's leading provider and 
distributor of first class financial and performance management 
solutions to the mid-market. 
The Group is committed to designing and deploying solutions that equip 
its expanding global user community with the tools needed to understand, 
manage and improve financial and wider business performance.  
Systems Union has an international team of management, staff and 
partners through which it delivers and supports its SunSystems, MIS, 
Vision, Pegasus, REDtechnology and ncSoft solutions.
Systems Union – a truly global company
45 offices in 20 countries
In excess of 50,000 global customer sites in 194 countries
Over 500 partners around the world Systems Union Group plc annual report and accounts 2005 01
Corporate Statement
1 Highlights
2 Chairman’s Statement
4 Chief Executive Officer’s Review
12 Directors and Advisers
13 Directors’ Report 
15 Statement of Directors’ Responsibilities
16 Remuneration Report
17 Corporate Governance
19 Independent Auditor’s Report
20 Consolidated Profit and Loss Account
21 Consolidated Balance Sheet
22 Company Balance Sheet
23 Consolidated Cash Flow Statement
24 Consolidated Statement of Total
Recognised Gains & Losses
24 Reconciliation of Movement in
Shareholders’ Funds
25 Notes to the Accounts
38 Notice of Annual General Meeting
39 Form of Proxy
Revenue rose by 
9% to £113.4m
EBITDA (ongoing activities) 
rose by 16% to £16.5m
Operating cash flow rose by 
11% to £13.5m
Adjusted diluted EPS rose by 
11% to 12.2p
05 £16.5m
04 £14.2m
03 £10.4m
05 £13.5m
04 £12.1m
03 £7.9m
05 12.2p
04 11.0p
0 3 9.3p
HIGHLIGHTS
CONTENTS
 Revenue increased by 9% (6% organic) to £113.4 million.
 H2 revenue was £59.7 million (2004: £53.2 million) compared
to H1 £53.7 million (2004: £51.0 million), representing growth
of 12% (8% organic) in H2 and 5% (3% organic) in H1. 
 EBITDA from ongoing activities increased by 16% to £16.5
million. EBITDA to Revenue margin increased to 16% in H2
from 13% in H1.
 Profit before taxation increased by 77% to £8.2 million.
 Strong operating cash flow of £13.5 million 
(2004: £12.1 million).
 Basic EPS increased by 73% to 6.9p.
 Adjusted Earnings increased by 14% to £12.7 million.
 Adjusted diluted EPS increased by 11% to 12.2p.
 Final dividend of 1.75p proposed, resulting in a total dividend
for the year of 2.5p (2004: 2.0p).
 Eleventh consecutive half year in line with, or ahead of, 
market expectations. 
 Major new contracts across the entire product portfolio
including a large European retailer; major insurance companies
in the USA, Sweden and South America; multinational oil and
gas companies; many global hotel chains; several government
departments in the UK and Central Europe; a leading international
fleet management operator; leading real estate companies in
the USA and Australia and one of the world’s largest accounting
practices in Asia Pacific.
05 £113.4m
04 £104.2m
03 £78.4m 02 Systems Union Group plc annual report and accounts 2005
REVIEW
I am pleased to report that the Group
had a very successful year. We achieved
our principal financial, operational and
strategic objectives delivering organic
revenue growth and increased profitability.
We invested further in our personnel,
reseller channel, research and development
and marketing to further strengthen our
core product offering and expand our global
footprint. Operationally the focus was on
the further integration of the key strategic
acquisitions made in 2003 and 2004. We
have consolidated our competitive position
and built on our commercial and financial
success through the continued investment
in the development of a technology
framework through which we enhance
and extend our suite of financial and
performance management solutions. 
The acquisition programme commenced in
the final quarter of 2003 with the purchase
of MIS AG, a leading business intelligence
software company and Foundation Systems
Limited, a leading reseller of SunSystems
and other third party software. This was
followed in 2004 with the acquisitions of
the Vision suite of software from Lasata
Pty, the ncSoft brand of business software
and a leading accounting and business
CHAIRMAN’S STATEMENT
BOB MORTON
CHAIRMAN
SUMMARY OF 
CHAIRMAN’S STATEMENT
 Delivered organic revenue growth
 Financial success through continued investment
 The Group is financially strong
 Dividend increased by 25%
 The Board is optimistic for a successful 2006 Systems Union Group plc annual report and accounts 2005 03
software distributor in Ireland, subsequently
renamed Systems Union (Ireland) Limited.
I am pleased to report that all of these
businesses have been successfully
rationalised and incorporated into the
Group, from a technical, commercial and
organisational perspective. During 2005
we bought MIS Spain SL and acquired
a reseller business operating in several
countries in the Far East.
The dimension and dynamics of the business
have changed significantly, notably with
the acquisition of MIS AG, which I am now
pleased to report is 100 per cent owned by
the Group. This enables us to aggressively
expand and develop our solution portfolio,
operating in a more diverse and enlarged
market space. We are ideally positioned to
take full advantage of the significant growth
in the business intelligence software market
and expect that 2006 will be another year 
of growth. 
The Group is financially strong with
£24 million in cash; £9 million net cash
balances after deduction of £15 million
medium-term acquisition finance. This,
together with the increase in the Group’s
capital value, has significantly increased 
our ability to make further acquisitions.
RESULTS
Revenues have increased by 9 per cent 
to £113.4 million (2004: £104.2 million) and
EBITDA margins widened from 13.6 per
cent to 14.6 per cent.
Earnings before interest, tax, depreciation
and amortisation grew by 16 per cent to
£16.5 million (2004: £14.2 million) and adjusted
diluted earnings per share improved to 12.2p
(2004: 11.0p). The underlying strength is
demonstrated by our positive operating cash
flow with £13.5 million (2004: £12.1 million)
being generated during the year.
DIVIDEND
The Board is recommending a final dividend
of 1.75p per share resulting in a total dividend
for the year of 2.5p per share (2004: 2.0p per
share), an increase of 25 per cent. The final
dividend will be paid on 23 May 2006 to
shareholders on the register at the close
of business on 21 April 2006.
STAFF
A global software business recognises
the changing needs of customers, adapts
to technology changes and delivers the
benefits of these changes to its customers.
Our management and staff continued to do
this in 2005 and the directors recognise,
and thank them for, their efforts.
OUTLOOK
In view of the strong financial performance,
improved sales pipeline and enhanced
solution portfolio, the Board is optimistic 
for a successful 2006. 
BOB MORTON
Chairman
27 February 2006
“The Group had a very successful year. We achieved our
principal financial, operational and strategic objectives
delivering organic revenue growth and increased profitability.
We invested further in our personnel, reseller channel, research
and development and marketing to further strengthen our core
product offering and expand our global footprint.” 04 Systems Union Group plc annual report and accounts 2005
2005 represented a year of significant
progress with Systems Union Group
delivering record results and our eleventh
consecutive half year in line with, or ahead
of, market expectations. We improved all
key performance indicators across all
operations. In addition, we invested further
in staff, our infrastructure and in our
unrivalled and global portfolio of financial
and performance management solutions. 
Revenues grew to £113.4 million, a 9 per cent
increase on last year and we delivered 8 per
cent organic revenue growth in H2 and 3 per
cent in H1. EBITDA grew by 16 per cent to
£16.5 million and adjusted earnings grew 
by 14 per cent to £12.7 million.
GLOBAL IN REACH, SCALE 
AND SOLUTIONS
The Group is committed to designing and
delivering solutions that help global users
to understand, manage and improve
business performance and profitability.
R&D successfully delivered significant
enhancements to our core SunSystems and
Pegasus financial management solutions,
to MIS, our world-class performance
management and business intelligence
suite and to our Vision portfolio of 
CHIEF EXECUTIVE OFFICER’S REVIEW
PAUL COLEMAN
CHIEF EXECUTIVE OFFICER
SUMMARY OF CHIEF
EXECUTIVE OFFICER’S REVIEW
 2005 has been a year of record results for
the Group
 We have exceeded market expectations in
terms of revenue growth and profitability
 Operationally our solution portfolio has
been enhanced with the addition of new
‘value-add’ functionality
 We have invested further in our staff, our
partner communities, our global infrastructure
and our service and support network
 Systems Union is a truly global company
with an enviable and comprehensive
solution portfolio and world wide
distribution network 
 We have a clear and achievable agenda
which is already proving itself 
 We enter 2006 stronger than ever before
with continued optimism for the future Systems Union Group plc annual report and accounts 2005 05
pan-application reporting and analytical
products. 2005 saw the launch of
SunSystems Procurement, Vision Serduct
Studio, Pegasus XRL for competitive
products, MIS DecisionWare 5.1.1 and
the development of MIS Consolidation
and Vision Reporting Services.
We increased our staff numbers by 10 per
cent and recruited 22 new channel partners
around the world. A total of 44 training
courses improved the sales skills of our
staff and partners. We have also devised
a new classification system for partners,
Gold Certified, Certified and Registered,
which provides recognition for partner
achievement and competency. 
In terms of the reach and scale of our
operations we made a number of
acquisitions in Asia Pacific, Ireland and
Spain. We opened new offices in Chicago
and Los Angeles and plan to open offices
in Kuala Lumpur, Malaysia and Guangzhou,
China. In addition, we gained recognition
as a Microsoft Global Independent Software
Vendor. This enables us to build our
commercial relationship with Microsoft and
undertake joint go to market activity as well
as strengthen our R&D relationship across
the product portfolio. 
Our financial, technical and commercial
progress has been recognised by several
independent global awards programmes.
The highlights include the appearance of
Systems Union solutions in the highly
influential Gartner CPM Magic Quadrant, a
ranking in the Deloitte Technology Fast 50
for London and the South East, Europe’s
Top 500 and in MIS Asia Magazine’s Top
100 Technology Companies.
FINANCIAL REVIEW
Group revenue grew by 9 per cent to
£113.4 million. Licence revenues at 
£31.5 million increased by 10 per cent,
maintenance revenue at £48.6 million
increased by 7 per cent and services revenue
at £33.3 million increased by 10 per cent. 
Total operating expenses increased by
£5.6 million (up 6 per cent) to £104.9 million.
Most of this increase was attributable to
the increased investment in personnel.
The total number of personnel increased
by 126 to 1,442 and was primarily in sales,
marketing and consulting largely in the
Americas and Asia Pacific regions. 
EBITDA increased by 16 per cent to 
£16.5 million from £14.2 million in 2004 and
the EBITDA margin increased to 14.6 per
cent from 13.6 per cent. The growth in
Group profit before tax was 77 per cent and
25 per cent adjusted for the £1.9 million of
non-recurring charges in 2004. The Group’s
tax rate benefits from the utilisation of
corporate tax losses brought forward
from previous years and R&D tax credits.
Gross cash balances at 31 December 2005
were £24.0 million (2004: £16.5 million). After
the deduction of £15 million medium-term
acquisition finance, the net cash balances
were £9.0 million (2004: £1.5 million). Cash
flow from operating activities increased by
11 per cent to £13.5 million. During 2005
the Group spent £2.4 million on acquisitions,
net of cash, in acquired businesses. 
Dividends paid during 2005 amounted
to £2.3 million representing 1.5p per share
in May and 0.75p in October. The directors
are proposing a final dividend for 2005 
of 1.75p per share which makes 2.5p 
per share for the year which will absorb
approximately £1.8 million in cash,
payable in May 2006.
OPERATIONAL REVIEW 
The Group operates through four geographic
regions; UK and Ireland (UKI), Central and
Eastern Europe, Middle East and Africa
(CEEMEA), Asia Pacific and the Americas.
The growth and profitability generated in
all regions is due to the team’s commercial
and technical understanding of prevailing
“Systems Union is a global company with an enviable and
comprehensive solution portfolio and world wide distribution
network. We have a clear and achievable agenda which is
already proving itself and enter 2006 stronger than ever before.”
The Group’s comprehensive solutions
help global users to understand,
manage and improve business
performance and profitability.
World-class financial management
from SunSystems, exceptional analysis
and reporting capabilities from the
Vision suite and enterprise-wide
performance management delivered 
by the MIS portfolio. 06 Systems Union Group plc annual report and accounts 2005
CHIEF EXECUTIVE OFFICER’S REVIEW
local, national and international market
dynamics and specific customer needs. 
UKI
Revenue grew by 5 per cent to £44 million
and represents 39 per cent of global
revenue. This region combines Systems
Union UK and Ireland together with
Pegasus, Foundation and REDtechnology. 
In Systems Union the operations of the
previously stand-alone acquisitions and
existing businesses were fully integrated 
in 2005 with a view to ensuring that all
product offerings and business solutions
were marketed and sold cohesively.
Significant successes were recorded
across the entire product portfolio with
notable wins including a development
agency in Scotland; a central government
department in London; a UK financial
institution; a global oil and gas provider;
a construction firm; a specialist travel agent;
an elite car manufacturer; a chemical
science organisation; a food retailer;
a property management organisation
and a leading employment specialist.
2005 was a year of further progress for
Pegasus; revenue grew by 6 per cent, with
significant licence sales generated from its
flagship Opera II solution. In addition, there
was an improvement in operating margins.
Foundation embraced the enlarged
portfolio and generated an encouraging 
6 per cent organic revenue growth.
REDtechnology recorded a 33 per cent
increase in revenue.
CEEMEA 
Revenue from ongoing activities grew by
7 per cent to £37.3 million and represents
33 per cent of global revenue. This region
now combines the previous operations of
Systems Union and MIS.
Underscoring this performance was
the securing of significant deals across
the region from a major Swiss retail group;
an engineering company in Germany;
an international courier service; a German
airport services organisation; a French
business and security services company; 
a substantial Swedish insurance company;
a leading rubber manufacturer; an Austrian
government department; a leading
automotive distribution company; a large
energy provider and a German financial
services provider. 
The Americas
Revenue grew by 23 per cent to £13.1 million
and represents 11 per cent of global
revenue. This region now combines the
previous operations of Systems Union, 
MIS and Lasata.
Systems Union is a global company
with an expanding partner community
around the world. 
Over 500 channel partners actively 
sell and support the Systems Union
solution portfolio, with 22 new partners
recruited during 2005.
PARTNERING WITH OUR RESELLERS
CASE STUDY 1
SUNSYSTEMS, MIS AND VISION
JMB REALTY
Chicago based JMB Realty Corporation
owns, develops and manages a variety
of large commercial real estate properties
throughout the world. 
INDUSTRY
Commercial property management
THE SOLUTIONS SELECTED
SunSystems financial management, 
MIS performance management solutions
and Vision pan-application reporting 
and analytics.
A BRIEF OVERVIEW OF WHAT WAS
DELIVERED AND THE BENEFITS
JMB’s primary goal was to move from an
accounting system to a complete business
solution. It needed faster, more accurate
reporting capabilities and a solution
capable of performing budgeting and
forecasting tasks. In addition the company
needed high data availability and reliability
along with tools to improve enterprise-wide
business intelligence. JMB selected
SunSystems, Vision and MIS solutions.
“Systems Union definitely lives
up to its claim of being a leading
software vendor. We anticipate
that the integrated range of
financial, reporting and business
intelligence solutions will serve
our organisation’s performance
management requirements for
the long term.”
Ron Godsey
senior vice president and controller 
at JMB Realty Systems Union Group plc annual report and accounts 2005 07
2005 saw growth in excess of 40 per cent
in services revenue, 8 per cent in licences
and 18 per cent in maintenance. Additionally
there were new and significant business
wins with a US based global insurance
provider; a financial services provider; 
a major Canadian airport; leading global
hoteliers; a leading energy provider; a
commercial real estate specialist; several 
oil and gas companies; an international
media company and a large commodities
trading house.
There has been considerable investment in
this region to drive future growth with a view
to reflecting the global importance of this
region. We extended our footprint by
opening offices in Los Angeles and Chicago. 
Asia Pacific
Revenue grew by 23 per cent to £19.0 million
and represents 17 per cent of global revenue.
This region now combines the previous
operations of Systems Union, MIS, Lasata
and Eclipse Asia.
The region achieved an increase of 56 per
cent in its consulting revenues, 21 per cent
in licences and 14 per cent in maintenance.
The Asia Pacific team secured contracts
with a Tokyo based manufacturer; a leading
accountancy practice; a Hong Kong based
freight services organisation; an educational
services provider and a consumer goods
provider both based in Australia; a global
coffee retailer and leading financial services
organisations in China and Japan. The team
has achieved a high rate of profitability and
is exploring new opportunities in the rapidly
expanding markets within the region. We
will also be opening new offices throughout
the region in 2006.
GLOBAL SOLUTIONS
The Group owns all of the intellectual
property rights (IPR) for its financial and
performance management solution
portfolio. We are committed to the
continual development, delivery and
support of a portfolio of first class financial
and performance management solutions
which enable our clients to manage,
understand and improve their businesses.
There were many enhancements made to
products during the course of the year which
were launched in 2005 and early 2006. 
Robust financial management systems will
always be critical to the integrity of an
organisation. Additionally the growth in the
business intelligence (BI) marketplace is
being driven by the ever more complex
regulatory environment; the increasingly
global nature of business transactions; the
requirement to reduce risk and respond
earlier to negative events; the need for
“The Group operates in four geographic regions: UKI, CEEMEA,
Asia Pacific and the Americas. The growth and profitability in
these regions is due to the team’s commercial and technical
understanding of prevailing local, national and international
market dynamics and specific customer needs.”
Significant successes generated across
the UKI region including a government
department, a global oil and gas
provider; a food retailer and a
construction firm. 
CASE STUDY 2
SUNSYSTEMS AND VISION 
NOBLE TRADING 
Noble Group Limited (SGX: NOBL) is 
a market leader in managing the global
supply chain of agricultural, industrial 
and energy products. The Group has over
70 offices in 42 countries serving more 
than 3,500 customers.  
INDUSTRY
Financial Services
THE SOLUTIONS SELECTED
SunSystems and Vision for robust financial
management, financial reporting and
business analytics. 
A BRIEF OVERVIEW OF WHAT WAS
DELIVERED AND THE BENEFITS
Noble Trading became a Systems Union
customer in 2005. It purchased more than 60
SunSystems licenses as well as the Vision
reporting solution for deployment in the 
US, Asia Pacific and Europe. Noble needs
deployment in multiple countries, works
with multiple currencies and languages, and
has robust financial, reporting and business
analytics requirements.
“Systems Union is a vendor we
know and trust. The SunSystems
solution has proven to be robust,
and reliable. Our US deployment
has gone live and the product’s
flexible and reliability has already
been proven. As we continue the
rollout into other regions, we see
SunSystems’ multi-currency,
flexibility, and analytic functions
as strong differentiators from
other vendors. Further, Systems
Union continues to offers us a
great product, with great service
and support.”
Steven Bader
chief finance officer 
at Noble Group Americas
44 structured training courses ensure
that staff and partners deliver service
and solution excellence to users
around the world. 08 Systems Union Group plc annual report and accounts 2005
CHIEF EXECUTIVE OFFICER’S REVIEW
New business wins across The Americas region
including a global insurance provider, a major
Canadian airport, leading global hoteliers and 
an international media company.
In 2005 the Group was re-branded on the global
stage as the market leader in the provision of 
world-class financial and performance management
solutions to the mid-market.
PARTNERING WITH OUR STAFF
greater transparency and availability 
of up-to-the-minute enterprise-wide
information and the need to plan, budget
and forecast more effectively for the future.
Spreadsheets are no longer adequate and
organisations are looking for BI solutions
that offer database integrity, business rules,
access rules and audit trails, as well as a
common operating platform and secure
enterprise-wide access to data. Systems
Union is widely recognised as a leading
provider of a range of market-leading and
proven solutions for the mid-market.
Financial Management
SunSystems is a leading transactional
processing solution enabling the 
generation of mission critical, reliable and
comprehensive financial information. Its rich
functionality was recognised in July 2005
when SunSystems 5 was certified by KPMG
in Germany as offering compliance with
Sarbanes-Oxley and IFRS. 
There has been a substantial increase 
in sales of SunSystems exfm, which
remains a unique proposition in the
marketplace. This solution integrates
elements from across the portfolio into a
single solution combining core financials
with advanced reporting, budgeting and
forecasting capabilities along with a 
portal framework. 
SunSystems’ core functionality was
enhanced with the release of SunSystems
Procurement and Productivity (Time,
Expense and Resource) designed to help
organisations streamline and rationalise
purchasing, expense and time management
processes. In addition, in early 2006
SunSystems 5.2.2, a major release, was
launched incorporating new reporting 
and query management functionality. 
Pegasus launched innovative and
competitive products including Opera II
Enterprise SQL and Pegasus XRL for third
party software. It also launched Pegasus
CIS for the construction industry which
will aid regulatory compliance. 
Performance Management 
MIS solutions enjoyed notable successes
during 2005. We launched a series of
enhancements to the portfolio, including
MIS Balanced Scorecard, which was
developed to help customers communicate
strategy, set goals and measure and
monitor business performance in a
more efficient manner.
In addition, MIS solutions received
significant independent endorsements
including the influential OLAP (Online
Application Processing) Survey 5, which
reviewed 2,100 software implementations
+16%
EBITDA from ongoing activities increased 
to £16.5 million
+11%
Adjusted diluted EPS increased to 12.2p
CASE STUDY 3
SUNSYSTEMS AND VISION
51JOB
51job (Nasdaq:JOBS) is a leading human
resource solutions provider in China,
offering a broad array of services in the
areas of recruitment solutions, training
and assessment, and HR tools and
outsourcing services.
INDUSTRY
Human resource solutions
THE SOLUTIONS SELECTED
SunSystems financial management
and Vision pan-application reporting
and analytics.
A BRIEF OVERVIEW OF WHAT WAS
DELIVERED AND THE BENEFITS
As the first Chinese human resource solutions
company listed in the US NASDAQ, 51job
needed a financial management solution that
could help the company produce financial
reports compliant with international financial
reporting standards and statutory regulations.
It needed the capability to centrally manage
offices over China, with online access to
financial information. In addition, the
company needed a solution that is flexible
and scalable, and empowers users to run
multi-dimensional analysis and produce ad
hoc reports when and where needed. 51job
selected SunSystems and Vision solutions.
“SunSystems and Vision from
Systems Union provided 51job 
with a solution that is integrated,
comprehensive, effective and
highly intelligent, satisfying our
need for group and international
management. With these flexible
solutions and the international
support network of Systems Union
we are confident that our future
development will be supported.”
Rick Yan
chief executive officer 
at 51job Systems Union Group plc annual report and accounts 2005 09
in 71 countries and recognised MIS
solutions for high levels of user satisfaction,
excellent goal achievement rates and fast
implementation times. In addition, a new
release of DecisionWare was launched
in early 2006 together with a new version
of Enterprise Planning, delivering new 
multi-lingual capabilities. 
The Group formed strategic partnerships
to further extend the portfolio and market
reach of MIS solutions. Germany’s leading
mid-market financer, The Sparkassen
Financial Syndicate, has released software
based on MIS technology, while a
partnership with a global telecoms giant
delivered a mobile reporting solution. 
Reporting
Vision is a powerful pan-application
reporting and analytics suite. Among
our significant R&D achievements for 2005
was the development of Vision Reporting
Services, which is based on Microsoft.Net
technology. By developing this solution we
have removed our utilisation of third party
reporting solutions.
Vision’s extensive reporting on real-time
data and drill down across multiple products
was enhanced with the launch of Serduct
Studio in June. This offering enables
organisations to build Serducts, Vision’s data
mapping technology, which in turn enables
reporting applications to deliver live reporting
and analysis across multiple data sources
including competitive products. 
MARKETING
During 2005 the global marketing team has
successfully re-branded and re-launched
Systems Union’s corporate positioning 
as a market leader in the provision of 
world-class financial and performance
management solutions to the mid-market.
This new positioning is designed to reflect
the breadth and depth of Systems Union’s
solution portfolio and to recognise the
changing needs of CFOs who continue 
to demand excellence in financial
transactional processing but who 
also now require proactive business 
intelligence tools to drive improved
business performance.
A globally co-ordinated marketing
programme has been executed to launch
the new Systems Union corporate identity
and promote the Group’s unique market
proposition. This has resulted in improved
coverage of Systems Union’s solutions by
market leading industry analysts such as
Gartner and the OLAP survey, the winning
of a number of industry awards, and a
significant improvement to the sales
pipeline year on year.
The CEEMEA region generated notable successes
including a major Swiss retail group, an international
courier service, an Austrian government department
and a German financial services provider.
+10%
We have increased our staff numbers 
to 1,442 
45 offices
Global reach with offices across four
geographic regions
63 new releases
The Group owns all the IPR for its financial
and performance management portfolio
CASE STUDY 4
MIS AND VISION
AMES
Adult Multicultural Education Services
(AMES) employs around 865 people 
and delivers educational and wider
support services to over 49,000 people 
in Australia. 
INDUSTRY
Not-for-profit
THE SOLUTIONS SELECTED
Vision pan-application reporting and MIS
performance management solutions
A BRIEF OVERVIEW OF WHAT WAS
DELIVERED AND THE BENEFITS
In selecting the Vision and MIS portfolio
AMES can easily consolidate corporate
information, drawing data from disparate
systems into a single centralised system
that provides a unified view of all data in
a consistent format. 
The solutions are functionally rich, highly
intuitive and readily customisable and the
data generated is available in real-time. 
“Fundamentally we were looking
for an integrated solution
approach across our financial and
wider management systems that
was also cost effective to operate.”
Tony Harding
IT manager 
for AMES
The Group’s financial, technical and
commercial progress was recognised
by independent analysts and awards
programmes including the Gartner
CPM Magic Quadrant, the Deloitte
Technology Fast 50, OLAP Survey 5
and MIS Asia Magazine’s Top 100
Technology Companies.  10 Systems Union Group plc annual report and accounts 2005
portfolio and the result has been that our
solutions enable finance professionals to
take advantage of enterprise wide financial
and performance information. The result
is that focus can now be placed on
added value activities such as evaluating
strategies, assessing how to drive top line
growth, improve the bottom line, and use
assets more effectively. All of which
contribute to delivering improved overall
business performance. 
Further investment has been made in our
new .Net based technology framework
which enables us to achieve even faster
and even more efficient development in
the future. It provides us with a robust
architecture on which we extend the
breadth of our solutions and offer
quantifiable benefits to our customers. 
We have also implemented a zero defects
strategy to deliver even higher levels of
product quality. 
SUPPORT AND SERVICES
The Group’s support network comprises
two SuperCentres, a network of regional
support centres on four continents, as well
as an international team of highly skilled
consultants, professional services, pre-sales
and solution experts. We continue to invest
in our ability to provide timely, professional
The second phase of this re-branding
has also now been executed with the 
re-branding of the three global Systems
Union solutions of SunSystems, Vision
and MIS. The logos for these solutions have
now been conformed to the same look and
feel to reflect the cohesive nature of the
integrated financial and performance
management suite. In addition, a new
corporate positioning message of ‘manage,
understand, improve’ has been launched
to reinforce the respective value
propositions of the global solutions –
SunSystems helping organisations manage
their businesses more efficiently through
best of breed transactional processing,
Vision helping companies improve their
understanding of financial and operational
activities via powerful real-time reporting
and analysis, and MIS driving business
improvement with a comprehensive portfolio
of performance management tools.
RESEARCH AND DEVELOPMENT
The information needs of users have
changed and the demand for business,
financial and wider management
information to be available in a unified and
consistent format is increasing. We have
responded with further investment in our
cohesive R&D road map. Our global R&D
teams work collaboratively to ensure
maximum productivity across the entire
CHIEF EXECUTIVE OFFICER’S REVIEW
Over 50,000 global customer sites around the world
benefit from Systems Union’s world-class portfolio of
financial and performance management solutions
and support services.
Systems Union’s staff and management are
committed to the ongoing success and profitability
of the Company. 
PARTNERING WITH OUR CLIENTS
CASE STUDY 5
MIS
DB REGIO
DB Regio provides rail services linking
cities and rural areas throughout Germany. 
INDUSTRY
Transportation and logistics
THE SOLUTIONS SELECTED
MIS performance management solutions
A BRIEF OVERVIEW OF WHAT WAS
DELIVERED AND THE BENEFITS
Using a custom built MIS solution DB
Regio has improved the productivity of its
personnel. Shift patterns are entered via the
web and the information generated is used
to understand productivity levels enabling
benchmarked key performance indicators
to be introduced. DB Regio is now able to
effectively plan, schedule and analyse over
260,000 individual shifts per month and this
information is used to ensure that the entire
train service runs smoothly. 
“The entire concept, a relational
and multi-dimensional database
with web-based reporting on top,
is so simple for our users. And
it works! 
Our work environment has
drastically improved on account
of the added transparency in the
planning process. I know that the
system is in high demand based
on the growing user lists.”
Frank Wundrich
project manager and director 
of process optimisation 
for DB Regio Northeast Systems Union Group plc annual report and accounts 2005 11
and highly responsive service and support
standards for our partners and users around
the world. 
Our support consultants are closely
involved with our customers from early
in the sales cycle and work closely with
the professional services and pre-sales
teams. This ensures team-wide understanding
of specific installations and ensures that
customers receive ongoing expert and
personalised support.
We offer a comprehensive customer
support system with a global IP telephony
system routing customer calls from around
the world to the best available consultant
who speaks their local language. The ‘follow
the sun’ support initiative diverts calls placed
out of office hours to the nearest open
support desk. We offer multi-lingual support
on a 24 hour, 5 day a week basis. 
STAFF
Systems Union’s staff and management 
are committed to the ongoing success and
profitability of our company. We possess a
capable and experienced team who ensure
we deliver service and solution excellence
to our customers around the world. 
I am proud to be the chief executive officer
of Systems Union and would like to thank
every member of the team for their hard
work, support and dedication. 
2006 AND BEYOND
2005 has been a year of record results
for the Group. We have exceeded market
expectations in terms of revenue growth
and profitability. Operationally our solution
portfolio has been enhanced with the
addition of new ‘value-add’ functionality and
we have invested further in our staff, our
partner communities, our global infrastructure
and our service and support network. 
Systems Union is a truly global company
with an enviable and comprehensive solution
portfolio and world wide distribution network.
We have a clear and achievable agenda
which is already proving itself. We enter 2006
stronger than ever before with continued
optimism for future growth.
PAUL COLEMAN
Chief Executive Officer
27 February 2006
“2005 has been a record year for the Group. We have
exceeded market expectations in terms of revenue growth
and profitability. Operationally our solution portfolio has been
enhanced and we have invested further in our staff, partners,
global infrastructure and service and support network.”
The Asia Pacific team secured contracts with
a leading accountancy practice, an educational
services provider in Australia and leading financial
services organisations in China and Japan. 
CASE STUDY 6
PEGASUS
SCOTMIN NUTRITION
Founded in 1979, Scotmin Nutrition (part
of the Buccleuch Group) develops and
manufactures animal feed supplements. 
INDUSTRY
Agriculture
THE SOLUTIONS SELECTED
Pegasus Opera II and Operations II
A BRIEF OVERVIEW OF WHAT WAS
DELIVERED AND THE BENEFITS
Scotmin Nutrition evaluated a number of
leading market solutions before upgrading
its existing Pegasus portfolio to Opera II
and Operations II. In addition, Scotmin
selected TSG Scotland, a Pegasus Gold
Partner, as its partner in the delivery and
support of the project. The company now
benefits from access to the new
functionality, comprehensive financial
information, rapid reporting and ease of
use delivered by the Pegasus portfolio. 
“It was important to us that we
selected solutions and a partner
with a proven track record. We
found both with Pegasus and TSG.
We are particularly impressed with
the superb gross margin reporting
capabilities offered by Pegasus
solutions. Having access to such
comprehensive financial information
enables us to understand and
manage our business more
effectively and efficiently.”
Alan Runciman CA 
financial controller 
at Scotmin Nutrition 12 Systems Union Group plc annual report and accounts 2005
DIRECTORS AND ADVISERS
DIRECTORS
A L R Morton (Non-executive Chairman)
P J Coleman (Chief Executive Officer)
J L Pemberton (Non-executive Director)
COMPANY SECRETARY 
P G Larking
REGISTERED OFFICE 
Systems Union House
1 Lakeside Road
Aerospace Centre
Farnborough
Hampshire GU14 6XP
Registered number: 2735281
REGISTRARS
Capita Registrars
The Registry
34 Beckenham Road
Beckenham, Kent BR3 4TU
NOMINATED ADVISER 
ING Corporate Finance
60 London Wall
London EC2M 5TQ
JOINT NOMINATED BROKER
Panmure Gordon (UK) Ltd
Moorgate Hall
155 Moorgate
London EC2M 6XE
JOINT NOMINATED BROKER
KBC Peel Hunt Ltd
111 Old Broad Street
London EC2N 1PH
AUDITORS
KPMG Audit Plc
Arlington Business Park
Theale, Reading RG7 4SD
SOLICITORS 
Allen & Overy
One New Change
London EC4M 9QQ
Burges Salmon
Narrow Quay House
Narrow Quay
Bristol BS1 4AH
BANKERS 
Barclays Bank plc
Barclays Technology & Telecom Team
Level 26
1 Churchill Place
London E14 5HP Systems Union Group plc annual report and accounts 2005 13
DIRECTORS’ REPORT
The directors present their Annual Report together with the audited Consolidated Financial Statements for the year ended 31 December 2005.
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The principal activity of the Group is the design, development, production and distribution of Financial and Performance Management
software, sold under the SunSystems, MIS, Vision, ncSoft and Pegasus brands to international and domestic markets. E-commerce,
Internet hosting and support services are sold through REDtechnology.
A review of the Group’s operations is included within the Chief Executive Officer’s Review on pages 4 to 11. The chairman comments
on the results in his statement on pages 2 and 3.
FINANCIAL RESULTS AND DIVIDENDS
Details of the results for the year ended 31 December 2005 are set out on pages 20 to 37 of the report and further details are contained
in the Chairman’s Statement and the Chief Executive Officer’s Review.
Turnover for the year was £113,354,000 (2004: £104,230,000) and profit after taxation was £6,945,000 (2004: £3,925,000).
An interim dividend of 0.75 pence per share (2004: 0.5 pence) was paid to shareholders on 11 October 2005. The directors are proposing
a final dividend of 1.75 pence per share (2004: 1.5 pence) payable on 23 May 2006 to shareholders on the register on 21 April 2006.
PRODUCT DEVELOPMENT
Expenditure on Research and Development was £14,172,000 (2004: £14,243,000). The Company continues to attach considerable importance
to the updating of its products, either by internal development or the purchase of external software products where this is more appropriate.
DIRECTORS AND THEIR INTERESTS
The directors who have served during the year are:
A L R Morton
P J Coleman
J L Pemberton
A C S Sweet (Resigned 15 June 2005)
Bob Morton (64) has been non-executive chairman since 1995, when he first invested in the Company. Mr Morton is the chairman
of a number of companies including Harrier Group plc, Vislink plc, MacLellan Group plc and Armour Group plc.
Paul Coleman (54) has over 35 years’ experience with wide ranging knowledge of a number of industries both in the UK and internationally.
Prior to joining the Systems Union Group in 2000, he was the group finance director and investment analyst at Carlisle Group plc and
European finance director at the international security company ADT Group plc.
John Pemberton (57) was the founder and major shareholder of Systems Union Group Limited prior to its incorporation into the enlarged
Group. He was the architect of the SunSystems financial and business management software, which forms a key component of the Group.
He is a graduate of the London School of Economics.
The beneficial and family interests of the directors in the share capital of the Company, as recorded in the register maintained
by the Company in accordance with the provisions of the Companies Act 1985, were as follows:
At At
31 December 1 January 
2005 2005
5 pence 5 pence
ordinary shares ordinary shares
A L R Morton 6,994,270 10,860,520
P J Coleman 175,000 175,000
J L Pemberton 4,846,308 4,846,308
During the course of 2005, Mr Morton’s non-beneficial interest in shares held by Southwind Limited and Seraffina Holdings Limited holding
1,866,250 and 2,000,000 shares respectively held beneficially for two of his sons, expired upon them reaching the age of maturity.
Mr Pemberton retires from the Board in accordance with the Company’s Articles of Association and offers himself for re-election. 14 Systems Union Group plc annual report and accounts 2005
DIRECTORS’ REPORT
SUBSTANTIAL SHAREHOLDINGS
Save for the interests of A L R Morton and J L Pemberton, which are noted above, the directors are aware of the following who are
interested directly or indirectly in 3% or more of the Company’s shares.
Number Percentage of
of shares share capital
M & G Investment Management Limited 11,038,382 10.04
Jupiter Asset Management Limited 9,271,274 8.44
Unicorn Asset Management Limited 7,771,893 7.07
Morley Fund Management Limited 7,097,529 6.46
Framlington Investment Management Limited 4,573,750 4.16
Hermes Administration Services Limited 4,185,000 3.80
The Company has an interest in 7.7 million shares, which are held in trust for the benefit of the Group. This holding represents 7%
of the current issued share capital of the Company.
ACQUISITIONS AND DISPOSALS
On 27 June 2005 Systems Union Iberica SL acquired the 95% of the shares in MIS Spain SL not already owned by MIS AG. The total
consideration, including acquisition costs of £281,000, was paid in cash.
On 5 August 2005 the Company acquired, via its local subsidiaries, the entire issued share capital of Eclipse Computing Japan Limited
and the SunSystems customer bases of the Eclipse group subsidiaries in Hong Kong, Thailand, Malaysia and Singapore. The total
consideration will be determined by completion accounts for the acquired company and assets. Those accounts are in the process
of being finalised. The total consideration, including acquisition costs, will not exceed £1,400,000.
On 3 February 2006 the Company acquired the remaining 4.73% minority stake in MIS AG, thereby bringing its holding to 100%.
The total consideration for these shares, including costs, was £1,715,000.
ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at the Registered Office of the Company at 12.30 pm on 27 April 2006.
The Notice of Meeting, detailing the Ordinary and Special Business to be conducted is set out on page 38 to this report. Shareholders
will be asked to approve Resolutions 5 to 8 as Special Business. Resolutions 5, 6 and 7 have become routine business at the Annual
General Meeting of most public companies, including Systems Union Group plc, and are fully detailed in the Notice of Meeting.
Resolution 8 proposes to adopt new Articles of Association of the Company in place of its existing Articles, which were adopted at the
time of the Company’s flotation on AIM in 1999. The main purpose is to update the Articles to take account of recent legislation as well
as to update them more generally. The changes proposed include updates as a result of the following legislation:
(a) the Companies Act 1985 (Electronic Communications) Order 2000;
(b) the Uncertificated Securities Regulations 2001 (CREST);
(c) the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003; and
(d) the Companies (Audit, Investigations and Community Enterprise) Act 2004.
Other changes have been made to the Articles to reflect changes in best practice as a result of updated corporate governance guidelines.
However, importantly, the Board considers that each of these changes is in the best interests both of the Company and of its shareholders.  
Finally, following consultation with the Company’s NOMAD and brokers, and with a view to the adoption of IFRS by the Company on
1 January 2007, the Board have decided to remove the restriction on the Company’s borrowing powers currently contained in Article 120.
While the Board has no current plans to increase the level of Company’s borrowings this Article is no longer considered necessary or
appropriate given both the size of the Company and the other financial controls which are in place.
A copy of the proposed new Articles will be available for inspection during normal business hours on any weekday at the Registered Office
of the Company from 3 April 2006 until the close of the AGM and at the AGM itself for at least 15 minutes prior to and during the meeting. Systems Union Group plc annual report and accounts 2005 15
STATEMENT OF DIRECTORS’ RESPONSIBILITIES 
EMPLOYEES
Every effort is made to keep all staff informed and involved in the operations and progress of the Group. This is achieved through
the use of electronic communications, staff briefings and newsletters. It is the Group’s aim that recruitment and development of staff
should be determined solely on ability and other relevant requirements of the job. Disabled persons and those who become disabled
are given the same consideration as others and, depending on their skills, will enjoy the same prospects as other staff.
The Group’s policies on Health and Safety are continually under review, ensuring that current practices comply with the laws applicable
in the countries in which we operate.
PAYMENT OF SUPPLIERS
The Group agrees appropriate terms and conditions individually with its suppliers. It seeks to abide by these agreed terms provided that
the supplier has also complied with them. The number of creditors days for the Group at 31 December 2005 was 47 (31 December 2004:
45 days). The number of creditor days for the Company at 31 December 2005 was 25 (2004: 35 days).
DONATIONS
There were no political donations during the year. Donations of a charitable nature amounted to £27,413 (2004: £18,558).
AUDITORS
A resolution to re-appoint KPMG Audit Plc as auditors to the Company, at a level of remuneration to be agreed by the directors,
will be put to shareholders at the Annual General Meeting.
By Order of the Board
P G LARKING
Secretary
27 February 2006
The directors are responsible for preparing the Directors’ Report and the Financial Statements in accordance with applicable law
and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected
to prepare the Group and Parent Company Financial Statements in accordance with UK Accounting Standards.
The Group and Parent Company Financial Statements are required by law to give a true and fair view of the state of affairs of the Group
and the Parent Company and of the profit or loss for that period.
In preparing these Financial Statements, the directors are required to:
 select suitable accounting policies and then apply them consistently;
 make judgments and estimates that are reasonable and prudent;
 state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained
in the Financial Statements; and
 prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent
Company will continue in business.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position
of the Parent Company and enable them to ensure that its Financial Statements comply with the Companies Act 1985. They have general
responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect
fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.
Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
in respect of the Directors’ Report and the Financial Statements 16 Systems Union Group plc annual report and accounts 2005
REMUNERATION REPORT
POLICY ON REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT
The remuneration of the chief executive officer and some senior managers is agreed by the Remuneration Committee. Terms of appointment
of senior management are approved by the chief executive officer. Policies are designed to attract, motivate and retain high calibre
individuals and to reward them for enhancing value to shareholders.
Salary and other benefits
Salaries are reviewed periodically and have regard to remuneration packages of similar public companies operating in the computer
services industry. Policies concerning other employment benefits are reviewed on a regular basis.
Bonus
At the outset of each financial year, the Remuneration Committee agrees an annual bonus target for the chief executive officer and some
senior managers. Certain other senior staff have bonus arrangements, which are agreed by the chief executive officer and are dependent
on the performance of the Group and the individual.
Share options
The Company operates an Inland Revenue Approved share option scheme, from which the grants of Approved, Unapproved and Super
options are made. The Company has granted share options to staff at all levels and details of the options outstanding are set out
in note 18 of the Financial Statements. Details of the options outstanding for directors are given in this report.
Options are granted and exercised pursuant to the rules of the scheme and in accordance with the instructions of the Remuneration
Committee. The scheme is administered by the company secretary.
Approved and Unapproved options are termed Ordinary options and are exercisable over a seven year period, three years after the date
of grant.
Super options vest in proportions of one third of each grant on an annual basis over a three year period, subject to meeting performance
criteria set by the Remuneration Committee. In the event the vesting criteria are not met they will be capable of vesting in a future period.
The vesting criteria are set annually by the Remuneration Committee. These options are capable of exercise over a seven year period,
three years after the date of grant, in tranches of 25% of the cumulative number of vested options. Exercises may only take place at six
monthly intervals until 100% of options are capable of exercise. Once 100% are available for exercise they can be exercised in undefined
proportions up until ten years from the date of grant.
Pensions
The Company makes a defined contribution on behalf of the chief executive officer to an executive pension plan of his choice. Such
contributions represent 10% of his basic salary. Defined contributions are made to personal pension plans for other staff within the Group.
In some Group companies, the Company contribution is dependent upon participating staff making a personal contribution.
DIRECTORS’ REMUNERATION
Salary Performance Benefits Pension
and fees bonus in kind contributions 2005 2004
£ £ £ £ £ £
A L R Morton 10,000——— 10,000 40,000
P J Coleman 287,500 200,000 27,228 28,750 543,478 467,228
J L Pemberton 25,000——— 25,000 25,000
A C S Sweet 98,750 — 6,922 6,876 112,548 204,242
421,250 200,000 34,150 35,626 691,026 736,470
Mr Morton has waived his entitlement to any further remuneration with effect from 1 April 2005. During the year the Company entered
into an agreement with Hawk Consulting Limited for Mr Morton to supply consultancy services to the Company. Mr Morton is the owner
of Hawk Consulting Limited and payments totalling £33,750 were made to Hawk Consulting Limited in 2005 for services rendered.
The amount of £98,750 paid to Mr Sweet includes a severance payment of £30,000.
Mr Morton and Mr Pemberton are non-executive directors and members of the Audit and Remuneration Committees.
DIRECTORS’ SERVICE AGREEMENTS
Mr Coleman and Mr Pemberton each has an agreement with the Company capable of termination on twelve and three months’ notice, respectively.
In the event of a takeover of the Company, Mr Coleman’s notice period is increased to 24 months. Additionally he will be entitled
to a payment based on the capital appreciation of 5,000,000 ordinary shares above a base point of 90 pence per share.
DIRECTORS’ SHARE OPTIONS
The chief executive officer has options granted under the Systems Union Group plc Employee Share Option Scheme (1999). The conditions
and status of the option grants are as follows:
Mr Coleman was granted 2,000,000 Super options on 13 December 2000 at 61.5 pence. These options have all vested and are capable
of exercise in accordance with the “Share options” note above. In addition, Mr Coleman has 500,000 Ordinary options, granted on
18 March 2002 at 90.5 pence. These options are capable of exercise between 18 March 2005 and 18 March 2012. Systems Union Group plc annual report and accounts 2005 17
CORPORATE GOVERNANCE
The directors are responsible for the Company’s policy on Corporate Governance. The Company supports the Principles of Good Governance
set out in The Combined Code on Corporate Governance.
Whilst the Company is not required to comply with the provisions of the Combined Code, it has chosen to make the following
voluntary disclosures.
BOARD AND MANAGEMENT REPORTING
The Board currently comprises the chief executive officer, the non-executive chairman and one other non-executive director and meets
regularly throughout the year. The Board has adopted a schedule of matters to be specifically reserved for its decision, in accordance
with the provisions of the Combined Code.
Each operating company holds regular board of management meetings at which it considers its performance measured against
predetermined budgets. The management continually update operating forecasts and analyse key performance indicators. The Board
carefully reviews a summary of these reports, together with group consolidations and cash flows at its monthly meetings.
DIRECTORS’ REMUNERATION
The Board has established a Remuneration Committee comprising the chairman and the non-executive director. Details of the Company’s
remuneration policy are contained in the Remuneration Report on page 16. The Committee makes its decisions following consultation
with the chief executive officer and has access to external professional advice if required.
ACCOUNTABILITY AND AUDIT
The Board seeks to ensure that its Annual Report and Financial Statements provide a balanced and concise assessment of the Group’s
position. The Board has established an Audit Committee comprising the chairman and the non-executive director. This Committee meets
as necessary and provides a forum for the non-executive directors to meet with the external auditor.
INTERNAL CONTROL
The directors are responsible for the systems of internal control. Although no system of internal control can provide absolute assurance
against material misstatement or loss, the Group’s systems are designed to provide the directors with reasonable assurance that problems
are identified on a timely basis and dealt with appropriately. Effective management of risk across the whole Group remains a priority
for the Board. The key elements of the Group’s system of internal control are as follows:
Financial management
Detailed annual budgets are prepared for the Group and each operating company by the business managers. These budgets are reviewed
and agreed by the Board and actual performance is reported against these budgets on a regular basis. The Company has in place
documented authority levels for approving purchase orders, invoices and all bank transactions. Further information concerning financial
risk management is detailed in note 17 of the Financial Statements.
Company management
The chief executive officer chairs a global management board for the Group comprising the regional chief executives, certain subsidiary
company directors and other Group executives with global responsibilities for sales, marketing, services support, product development
and finance. Additionally, there are regular meetings of a product strategy forum where the future direction of the Group’s product offerings
and routes to market are considered.
Quality management and accreditations
The Group’s businesses are focused on meeting the highest levels of customer satisfaction. Quality procedures for the development
of the products, services and maintenance support are documented and kept under constant review.
Systems Union Holdings Limited’s management systems are certified BS EN ISO 9001:2000 and TickIT for marketing and sale
of SunSystems application packages, designed, developed, maintained and supported globally on open and proprietary computer
platforms in various national language versions, and the provision of associated consulting and training.
MIS GmbH is a Microsoft Gold Certified Partner for Business Intelligence.
Pegasus Software Limited is a Microsoft Certified Partner for Software Products.
Business risks and computer systems
The Company has established controls and procedures over the security of the data held on its computer systems. Such arrangements
are tested regularly and reviewed. The Company has in place business continuity plans at key locations. Off-site emergency facilities
and appropriate insurance policies are in place.
Internal audit
The Company has an internal audit function whose role is to provide independent verification to the Board and to the management 
of the organisation’s day-to-day compliance activities. The audit plan used to control the scope and frequency of audits is risk-based.
Where any problems or opportunities for improvement are identified as the result of audits, they are logged formally and followed
through to completion. The internal audit function may also carry out ad-hoc reporting and investigations for the Board or for individual
directors and managers. 18 Systems Union Group plc annual report and accounts 2005
CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
The Company upholds ethical business practices while fostering a culture of openness and transparency both internally and externally.
It has set up and has disseminated across the Group policies and codes of conduct, whose aim is to ensure compliance with law
and regulation. It aims to avoid conflicts of interest, maintain confidentiality and offer equal opportunities through fair employment policies,
staff training and favourable working conditions.
The Company promotes employee sports and social activities including assisting with sponsorship of employee recommended events.
In addition the Company is a valued sponsor of a UK charity supporting disadvantaged children and young people.
The Company believes that environmentally friendly practices are an integral part of day-to-day business operations. It has an
Environmental Policy which is guided by the ISO 14000 family of standards and by the United Nations Global Compact. All Group
companies seek to maximise energy saving and recycling opportunities and to minimise waste and are committed to complying with 
the relevant environmental laws and regulations in each country in which they operate. 
DIALOGUE WITH INSTITUTIONAL SHAREHOLDERS
The directors of the Company, together with their advisers, hold regular meetings with the key institutional shareholders, thereby helping
to ensure that there is a mutual understanding of objectives.
GOING CONCERN
After making due and careful enquiry, the directors have formed a judgement at the time of approving the Financial Statements that there
is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
For this reason, the directors continue to adopt a ‘going concern’ basis in preparing the Financial Statements. Systems Union Group plc annual report and accounts 2005 19
INDEPENDENT AUDITOR’S REPORT 
We have audited the Group and Parent Company Financial Statements (the ‘Financial Statements’) of Systems Union Group plc for the year
ended 31 December 2005 which comprise the Consolidated Profit and Loss Account, the Consolidated and Company Balance Sheets,
the Consolidated Cash Flow Statement, the Consolidated Statement of Total Recognised Gains and Losses, and the Reconciliation
of Movements in Shareholders’ Funds and the related notes. These Financial Statements have been prepared under the accounting
policies set out therein.
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 and Accounts and the Financial Statements in accordance with applicable
law and UK Accounting Standards (UK Generally Accepted Accounting Practice) are set out in the Statement of Directors’ Responsibilities
on page 15.
Our responsibility is to audit the Financial Statements in accordance with relevant legal and regulatory requirements and International
Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the Financial Statements give a true and fair view and are properly prepared in accordance
with the Companies Act 1985. We also report to you if, in our opinion, the Directors’ Report is not consistent with the Financial Statements,
if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our
audit, or if information specified by law regarding directors’ remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and Accounts and consider whether it is consistent with the audited Financial
Statements. 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 (UK 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. It also
includes an assessment of the significant estimates and judgments 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 are free from material misstatement,
whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation
of information in the Financial Statements.
OPINION
In our opinion the Financial Statements:
 give a true and fair view, in accordance with UK Generally Accepted Accounting Practice, of the state of the Group’s and the Parent
Company’s affairs as at 31 December 2005 and of the Group’s profit for the year then ended; and
 have been properly prepared in accordance with the Companies Act 1985.
KPMG AUDIT PLC
Chartered Accountants
Registered Auditor
Reading
27 February 2006
to the Members of Systems Union Group plc 20 Systems Union Group plc annual report and accounts 2005
CONSOLIDATED PROFIT AND LOSS ACCOUNT
*Restated
2005 2004
Note £000 £000
Turnover 1, 2 113,354 104,230
Total operating expenses 3 (104,924) (99,343)
EBITDA from ongoing activities 16,525 14,212
Restructuring and similar charges — (1,946)
EBITDA 16,525 12,266
Depreciation (2,376) (2,097)
Amortisation – Licences — (58)
– Goodwill (5,719) (5,224)
Operating profit 8,430 4,887
Net interest 6 (241) (273)
Profit on ordinary activities before taxation 8,189 4,614
Taxation on profit on ordinary activities 7 (1,244) (689)
Profit on ordinary activities after taxation 6,945 3,925
Dividends 8 (2,260) (1,457)
Retained profit for the financial year 4,685 2,468
Earnings per share 9
– basic 6.9p 4.0p
– diluted 6.7p 3.9p
Adjusted earnings 9 12,664 11,095
Adjusted earnings per share 9
– basic 12.6p 11.4p
– diluted 12.2p 11.0p
All results relate to continuing operations in the current and previous year.
There is no material difference between the retained profit for the year stated above and its historical cost equivalent.
*The restatement of the prior year results relates to the new accounting treatment for dividends as required by Financial Reporting
Standard No. 21.
for the year ended 31 December 2005 Systems Union Group plc annual report and accounts 2005 21
CONSOLIDATED BALANCE SHEET 
Restated
2005 2004
Note £000 £000
Fixed assets
Intangible assets 10 90,210 93,682
Tangible assets 11 7,650 6,447
97,860 100,129
Current assets
Debtors 13 36,553 29,413
Cash at bank and in hand 24,033 16,469
60,586 45,882
Creditors: amounts falling due within one year 14 (20,693) (20,867)
Net current assets 39,893 25,015
Total assets less current liabilities 137,753 125,144
Creditors: amounts falling due after more than one year 15 (15,000) (15,000)
Provisions for liabilities and charges 16 (2,096) (2,470)
Deferred income (27,657) (22,202)
Net assets 93,000 85,472
Capital and reserves
Called up share capital 18 5,489 5,368
Share premium 19 12,973 11,378
Interest in own shares 19 (5,502) (5,546)
Merger reserve 19 40,627 44,163
Warrant reserve 19 265 1,218
Revaluation reserve 19 1,245 —
Profit and loss account 19 37,903 28,891
Shareholders’ funds 93,000 85,472
These Financial Statements were approved by the Board of directors on 27 February 2006 and were signed on its behalf by:
P J COLEMAN
Chief Executive Officer
as at 31 December 2005 22 Systems Union Group plc annual report and accounts 2005
COMPANY BALANCE SHEET 
Restated
2005 2004
Note £000 £000
Fixed assets
Intangible assets 10 586 703
Tangible assets 11 471 333
Investments 12 82,174 81,710
83,231 82,746
Current assets
Debtors 13 5,938 12,648
Cash at bank and in hand 14,225 7,195
20,163 19,843
Creditors: amounts falling due within one year 14 (10,069) (6,789)
Net current assets 10,094 13,054
Total assets less current liabilities 93,325 95,800
Creditors: amounts falling due after more than one year 15 (15,000) (15,000)
Net assets 78,325 80,800
Capital and reserves
Called up share capital 18 5,489 5,368
Share premium 19 12,973 11,378
Interest in own shares 19 (5,250) (5,250)
Merger reserve 19 58,315 58,315
Warrant reserve 19 265 1,218
Revaluation reserve 19 130 —
Profit and loss account 19 6,403 9,771
Shareholders’ funds 78,325 80,800
These Financial Statements were approved by the Board of directors on 27 February 2006 and were signed on its behalf by:
P J COLEMAN
Chief Executive Officer
as at 31 December 2005 Systems Union Group plc annual report and accounts 2005 23
CONSOLIDATED CASH FLOW STATEMENT 
2005 2004
Note £000 £000
Operating profit 8,430 4,887
Amortisation – Licences — 58
– Goodwill 5,719 5,224
Depreciation 2,376 2,097
Loss on sale of fixed assets 68 328
16,593 12,594
Movement in working capital 22 (3,126) (453)
Cash inflow from operating activities 13,467 12,141
Returns on investments and servicing of finance 23 (241) (246)
Taxation (354) (289)
Purchase of tangible fixed assets (2,463) (2,520)
Sale of tangible fixed assets 89 —
Acquisitions 23 (2,427) (12,304)
Dividends paid (2,260) (1,457)
Cash inflow/(outflow) before financing 5,811 (4,675)
Financing 23 1,753 1,498
Increase/(decrease) in cash in the year 7,564 (3,177)
Cash at 1 January 2005 16,469 19,646
Cash at 31 December 2005 24,033 16,469
for the year ended 31 December 2005 24 Systems Union Group plc annual report and accounts 2005
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS & LOSSES 
2005 2004
£000 £000
Profit for the financial year 6,945 3,925
Gain on revaluation of properties 1,245 —
Exchange adjustments (155) (242)
Total recognised gains and losses relating to the financial year 8,035 3,683
Restated
2005 2004
£000 £000
Profit for the financial year 6,945 3,925
Dividends (2,260) (1,457)
Retained profit for the financial year 4,685 2,468
Other recognised gains and losses relating to the year 1,090 (242)
New share capital subscribed 1,716 1,485
Transfer of ownership in Interest in own shares 37 1,792
Net addition to shareholders’ funds 7,528 5,503
Shareholders’ funds at 1 January 2005 (originally £83,972,000 before prior year adjustment 
of £1,500,000 as described in note 19) 85,472 79,969
Shareholders’ funds at 31 December 2005 93,000 85,472
for the year ended 31 December 2005
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS 
for the year ended 31 December 2005 Systems Union Group plc annual report and accounts 2005 25
NOTES TO THE ACCOUNTS
1 ACCOUNTING POLICIES
The following accounting policies have been applied consistently in dealing with items which are considered material in relation
to the Group’s Financial Statements.
a) Basis of preparation
The Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in the United Kingdom
(UK GAAP) and under the historical cost convention, with the exception of the revaluation of certain tangible fixed assets.
b) Changes in accounting policies
In these Financial Statements, the Group has adopted FRS 21 ‘Events after the balance sheet date’, FRS 22 ‘Earnings per share’,
the presentation requirements of FRS 25 ‘Financial instruments: presentation and disclosure’ and FRS 28 ‘Corresponding amounts’.
The adoption of each of these standards represents a change in accounting policy and the comparative figures have been restated
accordingly. FRS 28 ‘Corresponding amounts’ has had no material effect as it imposes the same requirements for comparatives
as hitherto required by the Companies Act 1985.
The accounting policies under these new standards are set out below together with an indication of the effects of their adoption (note 8).
c) Basis of consolidation
The Consolidated Financial Statements include the Financial Statements of the Company and its subsidiary undertakings made up to
31 December 2005. The acquisition method of accounting has been adopted.
Under this method, the results of subsidiary undertakings acquired or disposed of in the year are included in the Consolidated Profit
and Loss Account from the date of acquisition or up to the date of disposal.
Under Section 230(4) of the Companies Act 1985 the Company is exempt from the requirement to present its own Profit and Loss Account.
d) Goodwill and intangible assets
Intangible assets are stated at cost. To the extent that the carrying value exceeds the recoverable amount, an impairment loss is recognised
in the Profit and Loss Account.
Purchased goodwill (representing the excess of the fair value of the consideration given and associated costs over the fair value
of the separable net assets acquired) arising on consolidation of acquisitions is reviewed on a case by case basis and is capitalised
and amortised to nil by equal annual instalments over its estimated useful life.
Licences are included at cost and amortised in equal annual instalments over their licence terms.
e) Investments
In the Company’s Financial Statements, investments in subsidiary undertakings are stated at cost. To the extent that the carrying value
exceeds the recoverable amount, an impairment loss is recognised in the Profit and Loss Account.
f) Tangible fixed assets and depreciation
Office equipment, leasehold improvements and motor vehicles are stated at historic cost less accumulated depreciation and any recognised
impairment losses.
Land and buildings are stated at revalued cost less any subsequent accumulated depreciation and subsequent accumulated impairment
losses. The revalued cost is the fair value at the date of revaluation, determined from market-based evidence by appraisal undertaken
by professional valuers.
Any revaluation increase arising on the revaluation of land and buildings is credited to the property revaluation reserve, except to the
extent it reverses a revaluation decrease for the same asset previously recognised as an expense, in which case the increase is credited
to the Profit and Loss Account to the extent of the decrease previously charged. A decrease in carrying amount arising on the revaluation
of such land and buildings is charged as an expense to the extent that it exceeds the balance, if any, held in the properties revaluation
reserve relating to a previous revaluation of that asset.
To the extent that the revised depreciation charge exceeds the historic cost charge, the additional cost taken to the Profit and Loss Account
will be offset by a transfer from the revaluation reserve to the profit and loss reserve.
On the subsequent sale of revalued land and buildings, the attributable revaluation surplus remaining in reserves is transferred directly
to accumulated profits.
Depreciation is provided to write off the cost less the estimated residual value of tangible fixed assets by equal annual instalments over
their estimated useful economic lives as follows:
Freehold buildings – 50 years
Leasehold improvements – period of lease
Office equipment – two to four years
Motor vehicles – four years
No depreciation is provided on freehold land. 26 Systems Union Group plc annual report and accounts 2005
NOTES TO THE ACCOUNTS
1 ACCOUNTING POLICIES continued
g) Foreign currencies
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated using the rate of exchange ruling at the Balance Sheet date and the gains or losses
on translation are included in the Profit and Loss Account.
The assets and liabilities of overseas subsidiary undertakings are translated at the closing exchange rates. Profit and Loss Accounts of such
undertakings are consolidated at the average rates of exchange during the year. Gains and losses arising on these translations are taken
to reserves.
h) Leases
Assets acquired under finance leases are capitalised and the outstanding future lease obligations are included in liabilities. Operating lease
rentals are charged to the Profit and Loss Account on a straight-line basis over the period of the lease.
i) Cash and liquid resources
Cash and liquid resources for the purposes of the Cash Flow Statement comprise cash in hand and deposits repayable on demand.
j) Pension costs
The Group operates a number of defined contribution pension schemes. The assets of the schemes are held separately from those
of the Group in independently administered funds. The amount charged to the Profit and Loss Account represents the contributions
payable to the schemes in respect of the accounting period.
k) Turnover
Turnover represents the amounts (excluding value added tax) derived from the provision of goods and services to third party customers.
Revenue from licence fees is recognised on the later of delivery or contract provided no significant future obligation exists. Income from
maintenance services is recognised on a straight-line basis over the period to which the maintenance agreement relates. Revenue not
recognised in the Profit and Loss Account under this policy is classified as deferred income in the Balance Sheet. Revenue from professional
services is recognised as the work is performed.
l) Research and Development expenditure
Expenditure on Research and Development is charged to the Profit and Loss Account in the year in which it is incurred.
m) Taxation
Deferred tax is accounted for under FRS 19 which requires a form of full provision for accounting for deferred tax called the incremental
liability approach. Deferred tax is provided on all timing differences where the Group has an obligation to pay more tax in the future
as a result of those timing differences. Deferred tax assets are only recognised if it is considered more likely than not that there
will be suitable profits from which the future reversal of the underlying timing differences can be deducted.
n) Employee share schemes
The cost of awards to employees that take the form of shares or rights to shares is recognised over the period of the employee’s related
performance. The cost represents the difference between the option exercise price and the market value of the shares at the date of
the grant of the option. Where there are no performance criteria, the cost is recognised when the employee becomes unconditionally
entitled to the shares. No provision is made for employer’s NIC associated with any gains on vested share options on the basis that this
expense is recoverable from the employee.
2 SEGMENTAL ANALYSIS
The directors consider there to be only one class of business being the development and distribution of business software.
a) The geographical analysis of turnover is given below:
2005 2004
£000 £000
UK and Ireland 43,999 42,116
Central and Eastern Europe, Middle East and Africa 37,321 36,050
Europe, Middle East and Africa 81,320 78,166
The Americas 13,075 10,671
Asia Pacific 18,959 15,393
113,354 104,230
b) An analysis by turnover type is given below:
2005 2004
£000 £000
Licence 31,501 28,746
Maintenance 48,594 45,383
Services 33,259 30,101
113,354 104,230
The geographical analysis of turnover is presented on the basis of the destination of the sales. This follows the Group’s management
structure and reporting. The 2004 comparatives have been restated accordingly. Systems Union Group plc annual report and accounts 2005 27
3 TOTAL OPERATING EXPENSES
2005 2004
£000 £000
Staff costs (note 5) 61,153 56,506
Depreciation 2,376 2,097
Amortisation of intangible fixed assets 5,719 5,282
Other operating expenses 35,676 35,458
104,924 99,343
Included in total operating expenses is expenditure on Research and Development of £14,172,000 (2004: £14,243,000).
2005 2004
£000 £000
Other operating expenses include:
Auditors remuneration – Group audit 301 316
– Company audit 30 30
– other fees paid to the auditors 112 77
Exchange gains (net) 8 (195)
Operating lease rentals: land and buildings 4,670 4,607
Operating lease rentals: other assets 1,034 1,610
4 DIRECTORS’ REMUNERATION AND SHAREHOLDINGS
Information covering directors’ remuneration (including pension entitlements), interest in shares and share options is included in the Directors’
Report on pages 13 to 15 and the Remuneration Report on page 16.
5 STAFF NUMBERS AND COSTS
The average number of persons employed by the Group (including directors) during the year, analysed by category, was as follows:
Number of employees
2005 2004
Sales 574 523
Support 172 139
Research and Development 339 333
Management and administration 303 257
1,388 1,252
The aggregate payroll costs of these persons were as follows:
2005 2004
£000 £000
Wages and salaries 53,475 47,838
Social security costs 6,145 7,185
Other pension costs 1,533 1,483
61,153 56,506
6 NET INTEREST PAYABLE
2005 2004
£000 £000
Bank interest receivable 596 494
Bank interest payable (837) (767)
(241) (273) 28 Systems Union Group plc annual report and accounts 2005
NOTES TO THE ACCOUNTS
7 TAXATION
a) Analysis of charge
2005 2004
£000 £000
Current tax
UK corporation tax
Current tax on income for the year 325 —
Double taxation relief (189) —
UK corporation tax charge 136 —
Foreign tax
Current tax on income for the year 1,565 533
Adjustments in respect of prior years 46 —
Foreign tax charge 1,611 533
Total current tax charge 1,747 533
Deferred tax
Origination and reversal of timing differences (503) 156
Total tax charge 1,244 689
b) Factors affecting tax charge
The current tax charge for the year is lower (2004: lower) than the standard rate of corporation tax in the UK of 30% (2004: 30%).
The differences are explained below:
2005 2004
£000 £000
Profit on ordinary activities before taxation 8,189 4,614
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 30% (2004: 30%) 2,457 1,384
Effect of:
Charges not deductible for tax purposes* 1,624 1,352
Capital allowances in excess of depreciation (80) (184)
Utilisation of tax losses (1,950) (1,967)
Lower tax rates on overseas earnings (350) (52)
Prior period adjustments 46 —
Current tax charge for the year 1,747 533
*Primarily amortisation of goodwill
Certain United Kingdom subsidiaries have trading losses which as at 31 December 2005 amounted to £1.4 million (2004: £4.0 million)
which are available for offset against future trading income. There are further losses available to certain overseas subsidiaries amounting
to £24.8 million (2004: £28.6 million). Deferred tax assets of £1,242,000 (2004: £739,000) have been recognised in respect of the timing
differences arising from trading losses based on the directors’ assessment of suitable profits arising in the relevant statutory companies
in the future.
8 DIVIDENDS
The aggregate amount of dividends comprises:
Restated
2005 2004
£000 £000
Final dividend of 1.5 pence per share paid in respect of prior year but not recognised 
as a liability in that year (2004: 1.0 pence) 1,499 965
Interim dividend of 0.75 pence per share paid in respect of the current year (2004: 0.5 pence) 761 492
Aggregate amount of dividends paid in the financial year 2,260 1,457
The aggregate amount of dividends proposed and recognised as liabilities as at the year end is £nil (2004: £nil).
The directors are proposing a final dividend in respect of the financial year ending 31 December 2005 of 1.75 pence per share
(2004: 1.5 pence per share) which will absorb an estimated £1.8 million of shareholders’ funds. It will be paid on 23 May 2006
to shareholders on the register on 21 April 2006.
The Group has adopted FRS 21 ‘Events after the balance sheet date’ in these Financial Statements. Dividends are recognised when
they have been paid or approved at the Annual General Meeting. Dividends declared after the Balance Sheet date are not recognised
as a liability at the Balance Sheet date. This represents a change in accounting policy and the comparative figures have been restated
accordingly. The impact of this adjustment is to increase shareholders’ funds at 31 December 2004 by £1,500,000. Systems Union Group plc annual report and accounts 2005 29
9 EARNINGS PER SHARE
The calculation of the basic earnings per share is based on the profit on ordinary activities after taxation divided by the weighted average
number of shares in issue during the year.
a) Adjusted earnings is calculated as follows:
2005 2004
£000 £000
Profit on ordinary activities after taxation 6,945 3,925
Amortisation of goodwill 5,719 5,224
Restructuring and similar charges — 1,946
Adjusted earnings for the financial year 12,664 11,095
b) Number of shares (in thousands)
2005 2004
Weighted average number of shares – used to calculate basic earnings per share 100,585 97,533
Effect of dilutive share options 3,143 3,390
Number of shares used to calculate diluted earnings per share 103,728 100,923
The weighted average number of shares used in the earnings per share calculation exclude the 7.7 million shares in which the Company
has an interest (2004: 7.8 million).
Adjusted earnings per share has been disclosed on the Profit and Loss Account as the directors consider it to be the appropriate
reflection of the underlying earnings of the Group.
10 INTANGIBLE FIXED ASSETS
Licences Goodwill Total
Group £000 £000 £000
Cost
At 1 January 2005 1,335 125,118 126,453
Additions — 2,077 2,077
Adjustments — 183 183
At 31 December 2005 1,335 127,378 128,713
Amortisation and impairment
At 1 January 2005 1,335 31,436 32,771
Charge for the year — 5,719 5,719
Adjustment —1313
At 31 December 2005 1,335 37,168 38,503
Net book value
At 1 January 2005 — 93,682 93,682
At 31 December 2005 — 90,210 90,210
During 2005 the Company has reviewed the fair value adjustments relating to acquisitions made in 2004. The result is an increase in goodwill
of £170,000.
Goodwill is amortised over 20 years.
Licences
Company £000
Cost
At 1 January 2005 and 31 December 2005 1,250
Amortisation
At 1 January 2005 547
Charge for the year 117
At 31 December 2005 664
Net book value
At 1 January 2005 703
At 31 December 2005 586 30 Systems Union Group plc annual report and accounts 2005
NOTES TO THE ACCOUNTS
11 TANGIBLE FIXED ASSETS
Land and Leasehold Motor Office
buildings improvements vehicles equipment Total
Group £000 £000 £000 £000 £000
Cost
At 1 January 2005 2,471 1,240 171 13,442 17,324
Additions —10122,3602,463
Subsidiary undertakings acquired — — — 44 44
Other adjustments — — — (54) (54)
Revaluations 780——— 780
Disposals —(17)(123)(619)(759)
Exchange differences (1) 27 4 150 180
At 31 December 2005 3,250 1,351 54 15,323 19,978
Depreciation
At 1 January 2005 409 605 33 9,830 10,877
Charge for the year 60 138 18 2,160 2,376
Disposals —(17)(27)(558)(602)
Revaluations (465) — — — (465)
Exchange differences — 26 — 116 142
At 31 December 2005 4 752 24 11,548 12,328
Net book value
At 1 January 2005 2,062 635 138 3,612 6,447
At 31 December 2005 3,246 599 30 3,775 7,650
Land and Office
buildings equipment Total
Company £000 £000 £000
Cost
At 1 January 2005 361 49 410
Additions —2121
Revaluations 89 — 89
At 31 December 2005 450 70 520
Depreciation
At 1 January 2005 28 49 77
Charge for the year 13 — 13
Revaluations (41) — (41)
At 31 December 2005 —4949
Net book value
At 1 January 2005 333 — 333
At 31 December 2005 450 21 471
The net book value of land and buildings comprises:
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
Freehold 3,246 2,062 450 333
The property situated at Orion House, Kettering, Northants and occupied by Pegasus Software Limited was revalued on 23 August 2005
by Stephen Edwards FRICS of Barnes Noble Edwards Limited, Property Consultants. The valuation on an Existing Use basis is £2,800,000.
The property situated at Oakfield Industrial Estate, Eynsham, Oxford and occupied by Red Technology Services Limited was revalued
on 25 November 2005 by Andrew Lockhart FRICS, of Venables Sherrott Lockhart and Partners, commercial property consultants.
The market valuation was £450,000.
The gains on revaluation of the land and buildings have been taken to the Revaluation reserve in Shareholders’ funds (see note 19). Systems Union Group plc annual report and accounts 2005 31
12 FIXED ASSET INVESTMENTS
Shares in subsidiary undertakings
Company £000
Cost
At 1 January 2005 105,922
Additions 464
At 31 December 2005 106,386
Amounts written off at 1 January 2005 and 31 December 2005 24,212
Net book value
At 1 January 2005 81,710
At 31 December 2005 82,174
The additions during the year represent the costs associated with the acquisition of minority shares in MIS AG.
The principal wholly-owned subsidiary undertakings of Systems Union Group plc at 31 December 2005 were as follows:
Country of incorporation/registration
Systems Union Holdings Limited England and Wales
Pegasus Group plc England and Wales
FNS Group Limited England and Wales
The shares in the following wholly-owned subsidiary undertakings were held indirectly by Systems Union Group plc at 31 December 2005:
Country of incorporation/registration
Systems Union SA Argentina 
Lasata Pty Ltd Australia
Systems Union Pty Limited Australia 
MIS AG Australia Pty Limited Australia
Systems Union Ltda Brazil 
Systems Union (Shanghai) Limited China
Foundation Systems Limited England and Wales
Pegasus Software Limited England and Wales
Red Technology Services Limited England and Wales 
ncSoft Limited England and Wales
Systems Union Limited England and Wales 
MIS UK Limited England and Wales
Systems Union Sarl France 
Systems Union GmbH Germany 
Systems Union Limited Hong Kong
Systems Union (Ireland) Limited Ireland
Systems Union Srl Italy
MIS AG Italia Srl Italy
Systems Union Limited Japan 
Eclipse Computing Japan Limited Japan
Systems Union Mexico SA de CV Mexico 
Servicios Systems Union Mexico SA de CV Mexico
Systems Union Inc NWT Canada 
Systems Union Inc Ontario Canada
Systems Union Software Pte Limited Singapore 
Systems Union Iberica SL Spain 
MIS Spain SL Spain
Systems Union Software (Thailand) Limited Thailand
Systems Union Inc USA 
Systems Union Group plc owned 95.27% of the equity share capital of MIS AG at 31 December 2005.
The principal wholly-owned subsidiaries of MIS AG at 31 December 2005 were as follows:
Country of incorporation/registration
MIS Austria GmbH Austria
MIS AG Sro Czech Republic
MIS GmbH Germany
MIS Schweiz AG Switzerland
The above companies operated principally in their countries of incorporation/registration.
The principal activity of the trading subsidiary undertakings is the development and distribution of financial and performance management
software solutions and associated services. 32 Systems Union Group plc annual report and accounts 2005
NOTES TO THE ACCOUNTS
13 DEBTORS
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
Trade debtors 28,224 22,247 — —
Amounts owed by Group undertakings — — 5,405 12,288
Other debtors 2,164 3,224 100 272
Prepayments and accrued income 4,923 3,203 433 88
Deferred tax asset (note 16(a)) 1,242 739 — —
36,553 29,413 5,938 12,648
All debtors are due within one year.
14 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
Restated Restated
2005 2004 2005 2004
£000 £000 £000 £000
Trade creditors 4,958 4,511 105 187
Amounts owed to Group undertakings — — 9,212 5,911
Corporate taxation 1,436 833 — —
Other tax and social security 3,961 3,224 42 38
Other creditors 2,337 5,475 163 189
Accruals 8,001 6,824 547 464
20,693 20,867 10,069 6,789
15 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
Bank loans falling due:
In more than one year but less than two years 15,000 15,000 15,000 15,000
The bank loan comprises a £15.0 million multi-currency facility with Barclays Bank plc which is repayable in October 2007 (previously
October 2006). The facility is fully drawn down and attracts interest at LIBOR plus a variable margin set by reference to a gearing ratio.
The margin currently being charged is 60 basis points. The facility is secured by fixed and floating charges on the assets of the principal
UK trading companies.
16 PROVISIONS FOR LIABILITIES AND CHARGES
a) The deferred tax asset provided in the accounts comprises:
2005 2004
Group £000 £000
Tax losses carried forward 1,204 631
Other timing differences 38 108
1,242 739
b) Analysis of movement in the year
Group
£000
Deferred tax asset at 1 January 2005 (739)
Deferred tax credit for the year (note 7(a)) (503)
Deferred tax asset at 31 December 2005 (1,242) Systems Union Group plc annual report and accounts 2005 33
16 PROVISIONS FOR LIABILITIES AND CHARGES continued
c) Other provisions
Other
Restructuring Taxation provisions Total
Group £000 £000 £000 £000
At 1 January 2005 869 977 624 2,470
Utilised during year (669) — (147) (816)
Other movements (54) 25 (7) (36)
Charge for year — 478 — 478
At 31 December 2005 146 1,480 470 2,096
17 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial Instruments
The Group’s financial instruments comprise cash and liquid resources, bank loans and an interest in own shares, together with various
items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments
is to fund the Group’s operations as well as to manage working capital and liquidity.
The main risks arising from the Group’s financial instruments are liquidity risk, foreign currency risk, interest rate risk and market price risk.
The Group monitors these risks through a central treasury management function, which invests surplus funds and manages borrowings.
Liquidity risk
The Group finances its operations through a combination of retained profits, new equity and inter-company loans. The Group started
the year with £16.5 million (2004: £19.6 million) in cash and liquid resources. At 31 December the Group’s cash and liquid resources
were £24.0 million (2004: £16.5 million). The Group continues to monitor its liquidity position through detailed cash forecasting.
Foreign currency risk
The Group’s principal exposure to foreign currency risk arises on the translation of overseas net assets and profits or losses into sterling
for Group accounting purposes. The exposure is reviewed periodically to minimise the risk of any exchange movements having a material
impact on operating profit. The Balance Sheet exposure is not significant to the overall consolidated net asset position but the position
is monitored with a view to matching non-sterling assets and borrowings.
Interest rate risk
The Group’s borrowings at 31 December 2005 comprise the £15.0 million medium-term loan which attracts interest at LIBOR plus a margin
(note 15). The interest rate at 31 December 2005 was 5.2% (2004: 5.5%). The average interest rate for 2005 was 5.5% (2004: 5.1%).
Market price risk
In addition to interest rate and foreign currency risks, the Group is exposed to market price risk relating to its Interest in its own shares (note 19).
Financial assets
There were no fixed rate deposits at 31 December 2005 or 31 December 2004.
Surplus cash is invested by Group treasury in institutional liquidity funds which achieve above average market rates of return without
compromising capital protection. The funds are readily accessible.
The average interest rate earned during 2005 was 4.7% (2004: 4.5%). The fair value of the financial assets approximates to their book values.
Financial liabilities
The Group’s financial liabilities, other than trade and other creditors and accruals, at 31 December 2005 comprise the medium-term
£15.0 million multi-currency facility which is described in note 15. 34 Systems Union Group plc annual report and accounts 2005
NOTES TO THE ACCOUNTS
18 SHARE CAPITAL
2005 2005 2004 2004
Number £000 Number £000
Authorised:
Equity: ordinary shares of 5 pence each 200,000,000 10,000 200,000,000 10,000
Allotted, called up and fully paid:
Equity: ordinary shares of 5 pence each 109,772,928 5,489 107,365,416 5,368
During the year, 2,407,512 ordinary shares were issued at an aggregate nominal value of £121,000 and at a premium of £1,595,000
as a result of exercise of share options.
SHARE OPTION SCHEMES
At 31 December 2005 the following options over ordinary shares of the Company granted to employees were outstanding:
Systems Union Group plc Employee Share Option Scheme (1999)
Ordinary options
Date of grant Number of shares Exercise period Exercise price (pence)
27 June 2000 168,500 27 June 2003 – 27 June 2010 63.0
26 October 2000 1,210,400 26 October 2003 – 26 October 2010 51.5
7 November 2000 80,000 7 November 2003 – 7 November 2010 53.0
20 December 2000 253,000 20 December 2003 – 20 December 2010 70.5
3 January 2001 75,000 3 January 2004 – 3 January 2011 67.5
6 April 2001 575,000 6 April 2004 – 6 April 2011 63.5
26 June 2001 63,500 26 June 2004 – 26 June 2011 62.5
28 November 2001 306,000 28 November 2004 – 28 November 2011 82.5
18 March 2002 550,500 18 March 2005 – 18 March 2012 90.5
18 December 2003 809,834 18 December 2006 – 18 December 2013 100.0
25 August 2004 50,000 25 August 2007 – 25 August 2014 87.5
25 November 2004 50,000 25 November 2007 – 25 November 2014 109.5
22 December 2004 50,000 22 December 2007 – 22 December 2014 115.5
9 March 2005 175,000 9 March 2008 – 9 March 2015 115.5
4,416,734
Super options
Date of grant Number of shares Options vested Exercise price (pence)
13 December 2000 2,000,000 2,000,000 61.5
18 May 2001 685,884 685,884 77.0
28 November 2001 93,750 93,750 82.5
18 March 2002 150,000 150,000 90.5
18 December 2003 250,000 166,665 100.0
25 August 2004 50,000 16,666 87.5
25 November 2004 50,000 16,665 109.5
22 December 2004 50,000 16,665 115.5
3,329,634 3,146,295
The vesting and exercise criteria for Super options are noted in the Remuneration Report on page 16 of the report. The number of options
vested, as detailed above, are correct as at the date of this report.
Systems Union Group Limited Employee Share Scheme
Date of grant Number of shares Exercise period Exercise price (pence)
7 May 1999 125,355 3 May 2000 – 7 May 2009 108.0
1 April 2000 105,515 3 May 2000 – 1 April 2010 108.0
230,870
Total of options outstanding 
to employees and ex-employees 
(including directors) 7,977,238
Other Share Options
In addition there are 500,000 options outstanding which were issued pursuant to the acquisition of Lasata Pty Ltd. The options are
exercisable at a price of £1.10 between 31 December 2006 and 30 June 2014. The option holder has to elect by 8 December 2006
whether to retain the options or surrender them for £175,000 in cash or 159,091 shares. Systems Union Group plc annual report and accounts 2005 35
19 SHARE PREMIUM AND RESERVES
Share 
premium Interest in Merger Warrant Revaluation Profit and 
account own shares reserve reserve reserve Loss Account
Group £000 £000 £000 £000 £000 £000
At 1 January 2005 11,378 (5,546) 44,163 1,218 — 27,391
Prior year adjustment ————— 1,500
At 1 January 2005 restated 11,378 (5,546) 44,163 1,218 — 28,891
Retained profit for the financial year ————— 4,685
Premium on share issues 1,595—————
Transfers ——(3,536)(953)—4,489
Transfer of ownership in Interest in own shares — 44——— (7)
Revaluation on land and buildings ———— 1,245 —
Exchange adjustments ————— (155)
At 31 December 2005 12,973 (5,502) 40,627 265 1,245 37,903
Share 
premium Interest in Merger Warrant Revaluation Profit and 
account own shares reserve reserve reserve Loss Account
Company £000 £000 £000 £000 £000 £000
At 1 January 2005 11,378 (5,250) 58,315 1,218 — 8,271
Prior year adjustment ————— 1,500
At 1 January 2005 restated 11,378 (5,250) 58,315 1,218 — 9,771
Retained profit for the year ————— (4,321)
Transfers — — — (953) — 953
Revaluation on land and buildings ———— 130 —
Premium on share issues 1,595—————
At 31 December 2005 12,973 (5,250) 58,315 265 130 6,403
Interest in own shares
The Group has an interest in 7.7 million (2004: 7.8 million) of its own shares which is carried at £5,502,000 (2004: £5,546,000). The market
value of this interest at 31 December 2005 at 131.5 pence per share (2004: 115.5 pence per share) was £10,170,000 (2004: £8,979,000).
The Company has an interest in 7.5 million (2004: 7.5 million) of its own shares which is carried at £5.3 million (2004: £5.3 million).
The market value of this interest at 31 December was £9,863,000 (2004: £8,663,000).
Prior year adjustment
The adoption of FRS 21 has resulted in an increase in shareholders’ funds of £1,500,000 at 31 December 2004 due to the writeback
of the dividend proposed at 31 December 2004.
Revaluation reserve
The movement on the revaluation reserve results from the revaluation of land and buildings as detailed in note 11. 36 Systems Union Group plc annual report and accounts 2005
NOTES TO THE ACCOUNTS
20 COMMITMENTS
a) The Group and Company have no contracted capital commitments at 31 December 2005.
b) Annual commitments under non-cancellable operating leases are as follows:
2005 2004
Land and Land and
buildings Other buildings Other
Group £000 £000 £000 £000
Operating leases which expire:
Within one year 1,023 97 749 137
In the second to fifth years inclusive 1,497 744 1,917 503
After five years 2,264 — 2,244 8
Total annual amount payable 4,784 841 4,910 648
2005 2004
Land and Land and
buildings Other buildings Other
Company £000 £000 £000 £000
Operating leases which expire:
Within one year —7 —25
In the second to fifth years inclusive —11 —45
Total annual amount payable —18 —70
21 ACQUISITIONS
Purchase of subsidiary undertakings
Eclipse
Computing 
MIS Spain SL Japan Limited Total
£000 £000 £000
Provisional fair values of consideration given:
Cash 270 305 575
Deferred cash consideration — 830 830
Acquisition costs 11 83 94
281 1,218 1,499
Provisional fair value of net liabilities acquired
Net cash/(bank loans) acquired 47 (21) 26
Other net (liabilities)/assets acquired (54) 2 (52)
Goodwill 288 1,237 1,525
MIS Spain SL
On 27 June 2005 the Group completed the acquisition of MIS Spain SL for a consideration of £270,000 and incurred other acquisition
costs of £11,000. The total goodwill arising on acquisition was £288,000.
Eclipse Computing Japan Limited
On 5 August 2005 the Group completed the acquisition of Eclipse Computing Japan Limited and the SunSystems customer bases
of the Eclipse group subsidiaries in Hong Kong, Thailand, Malaysia and Singapore. The total goodwill arising on acquisition was £1,237,000.
MIS AG
Following the acquisition of the 4.73% minority interest, the Group owns 100% of the equity share capital in MIS AG. The minority interest
at 31 December 2005 and 2004 is in the opinion of the directors not material and has been presented under Other creditors within
Creditors: amounts falling due within one year.
22 MOVEMENT IN WORKING CAPITAL
2005 2004
£000 £000
(Increase)/decrease in debtors (5,890) 394
Decrease in creditors (1,109) (3,146)
Increase in deferred income 4,750 1,347
(Decrease)/increase in provisions (877) 952
Movement in working capital (3,126) (453) Systems Union Group plc annual report and accounts 2005 37
23 ANALYSIS OF CASH FLOWS
2005 2004
£000 £000
Returns on investment and servicing of finance
Interest received 589 494
Interest paid (830) (740)
Net cash outflow from returns on investment and servicing of finance (241) (246)
Financing
Issue of ordinary share capital 1,716 1,485
Transfer of ownership of Interest in own shares 37 89
Repayment of bank loans — (76)
Net cash inflow from financing 1,753 1,498
Acquisitions
Purchase of subsidiary undertakings (2,453) (13,003)
Net cash acquired with subsidiary undertakings 26 699
Net cash outflow from acquisitions (2,427) (12,304)
The total cash outflow on the purchase of subsidiary undertakings of £2,453,000 comprises the cash consideration on 2005 acquisitions
of £669,000 and the payment of deferred consideration and legal costs on 2004 acquisitions of £1,784,000.
24 ANALYSIS OF CHANGES IN NET CASH
1 January Exchange 31 December 
2005 Acquisitions Cash flows movements 2005
£000 £000 £000 £000 £000
Net cash 16,469 160 7,424 (20) 24,033
Bank debt (15,000) (134) 134 — (15,000)
Total net cash 1,469 26 7,558 (20) 9,033
25 RECONCILIATION OF INCREASE/(DECREASE) IN CASH TO MOVEMENT IN NET FUNDS
2005 2004
£000 £000
Increase/(decrease) in cash 7,564 (3,177)
Cash flow from change in debt 134 76
Change in net funds resulting from cash flows 7,698 (3,101)
Loans acquired with subsidiary undertakings (134) —
Movement in net funds 7,564 (3,101)
Net funds at 1 January 1,469 4,570
Net funds at 31 December 9,033 1,469
26 PENSION SCHEME
The Group operates a number of defined contribution pension schemes. The pension cost charge for the year represents contributions
payable by the Group to the schemes and amounted to £1,533,000 (2004: £1,483,000).
Contributions amounting to £147,441 (2004: £174,279) were payable to the schemes at 31 December and are included in creditors. 38 Systems Union Group plc annual report and accounts 2005
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Systems Union Group plc (“the Company”) will be held at the Registered Office
of the Company at Systems Union House, 1 Lakeside Road, Aerospace Centre, Farnborough, Hampshire GU14 6XP on 27 April 2006 at 12.30 pm
to transact the following business:
ORDINARY BUSINESS
1. To receive and consider the report of the directors and audited accounts of the Company for the year ended 31 December 2005, together
with the Independent Auditor’s Report.
2. To declare a final ordinary dividend of 1.75 pence per share.
3. To re-elect John Leyland Pemberton, who retires by rotation pursuant to Article 92.1 of the Company’s Articles of Association and who,
being eligible, offers himself for re-election as a director.
4. To re-appoint KPMG Audit Plc as auditors and to authorise the directors to fix their remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, to pass Resolution 5 as an Ordinary Resolution:
5. That the directors be and they are hereby authorised, in substitution for any other authority previously conferred upon them, generally
and unconditionally pursuant to Section 80 of the Companies Act 1985 (“the Act”) to exercise all the powers of the Company to allot relevant
securities (as defined in Section 80(2) of the Act) up to an aggregate nominal amount of £1,831,115 (being 33.3% of the total nominal value
of the shares in issue at the date of this notice) provided that:
(i) this authority shall expire 15 months from the date of this Resolution or at the Annual General Meeting of the Company to be held
in 2007 if earlier (unless previously revoked or varied by the Company in general meeting); or
(ii) the Company may, before such expiry, make an offer, agreement or arrangement which would or might require relevant securities
to be allotted after such expiry and the directors may allot relevant securities pursuant to any such offer, agreement or other
arrangement as if the authority hereby conferred had not expired.
To consider and, if thought fit, to pass the following Resolutions 6, 7 and 8 as Special Resolutions:
6. That subject to the passing of Ordinary Resolution 5 above, the directors be and are hereby empowered pursuant to Section 95(1) of the Act
and in substitution for all existing powers, to allot equity securities (as defined in Section 94 of the Act), pursuant to the authority conferred
by Ordinary Resolution 5 above as if Section 89(1) of the Act did not apply to any such allotment provided that:
(i) the allotment of equity securities in connection with any offer whether by way of rights, open offer (or otherwise) as securities, open
for acceptance for a period fixed by the directors to the holders of ordinary shares and such other equity securities of the Company
as the directors may determine on the register on a fixed record date in proportion (as nearly as may be) to their respective holdings
of such securities or in accordance with the rights attached thereto subject to such exclusions or other arrangements as the directors
may deem necessary or expedient to deal with fractional entitlements that would otherwise arise or with legal or practical problems
under the laws, or the requirement of any recognised regulatory body or any stock exchange, in any territory; or
(ii) any other allotment of equity securities up to an aggregate nominal value of £274,667 (being 5% of the total nominal value of the Company’s
shares in issue as at the date of this notice).
7. That the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (within the meaning
of Section 163 of the Act) on the London Stock Exchange of ordinary shares of 5 pence each in the capital of the Company provided that:
(i) the maximum number of ordinary shares, which are authorised to be purchased, shall be 11,000,000 representing approximately 10%
of the Company’s issued ordinary share capital;
(ii) the minimum price which may be paid for such shares is 5 pence per share (exclusive of expenses);
(iii) the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not be more than 5% above the average of such
share’s middle market quotation as derived from the Alternative Investment Market of the London Stock Exchange (AIM) for the five
business days immediately preceding the day on which the contract is entered into, being days on which AIM is open for the transaction
of business.
The authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2007 or, if earlier,
15 months after the date of passing this Resolution, unless such authority is renewed, varied or revoked prior to such time; and the Company
may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may
be executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares pursuant to any such contract.
8. That the Articles of Association of the Company be adopted, as amended and as summarised in the Directors’ Report on page 14 of the
Report and Accounts.
By Order of the Board Registered Office
Systems Union House
1 Lakeside Road
Aerospace Centre
Farnborough
P G LARKING Hampshire GU14 6XP
Secretary
27 February 2006
Notes
1. A member entitled to attend and vote is entitled to appoint a proxy or proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member
of the Company.
2. A form of proxy is enclosed. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the meeting in person.
3. To be effective the instrument appointing a proxy, and the power of attorney or other authority (if any) under which it is signed, or a copy of such authority
certified notarially or in some other way approved by the Board, shall be deposited at the offices of the Company’s registrars, Capita Registrars, Proxy
Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not less than 48 hours before the time of the holding of the meeting.
4. Copies of all contracts of service under which directors are employed by the Company or any of its subsidiaries are available for inspection at the Company’s
Registered Office during business hours on any weekday (Saturdays and public holidays excluded) from the date of this notice until the conclusion of the
Annual General Meeting and will also be available for inspection at the place of the meeting from 15 minutes before it is held until its conclusion. Systems Union Group plc annual report and accounts 2005 39
FORM OF PROXY
I/We . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
(FULL NAME(S) IN BLOCK CAPITALS)
of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
(ADDRESS IN BLOCK CAPITALS)
being member(s) of the above named company, hereby appoint the chairman of the meeting or failing him 
.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
as my/our Proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at the Registered
Offices of the Company at Systems Union House, 1 Lakeside Road, Aerospace Centre, Farnborough, Hants GU14 6XP on Thursday
27 April 2006 at 12.30 pm.
Please indicate with an ‘X’ in the space below how you wish your vote to be cast. If the form is returned without any indication
as to how the proxy shall vote on any particular matter, the proxy will vote as he or she thinks fit or abstain from voting at his
or her discretion.
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2006
ORDINARY BUSINESS For Against
1. To receive the report of the directors and audited accounts for the period ended 31 December 2005, together 
with the report of the auditors.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

2. To declare a final dividend of 1.75p per share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

3. To re-elect John Leyland Pemberton as a director who retires by rotation, in accordance with the Company’s 
Articles of Association and who being eligible, offers himself for re-election. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

4. To re-appoint KPMG Audit Plc as auditors of the Company and to authorise the directors to fix their remuneration. . . . 

SPECIAL BUSINESS
5. To authorise the Company to renew its authority in accordance with Resolution 5 in the Notice of Annual 
General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

6. That subject to passing Resolution 5, to grant authority to the Company to allot shares pursuant to Section 95 
of the Companies Act 1985.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

7. To authorise the Company to make market purchases of the Company’s shares in accordance with the conditions 
in Resolution 7 in the Notice of Annual General Meeting.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

8. To adopt the Articles of Association of the Company, as amended and as summarised in the Directors’ Report 
on page 14 of the Report and Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Notes
1. If you wish to appoint some other person or persons please insert his/her/their name(s) and address(es), initial the insertion
and strike out the words ‘the chairman of the meeting’.
2. Unless otherwise instructed above, the proxy will exercise his or her discretion both as to how he or she votes and as to whether
or not he or she abstains from voting on any resolutions proposed at the meeting.
3. The proxy covers all shares held by a member unless the member indicates otherwise on this form. If more than one proxy
is appointed, the number of shares covered by each proxy must be stated.
4. To be valid, this form duly signed, together with the power of attorney or other authority (if any) under which it is signed
(or a notarially certified copy of such power or authority), must be deposited at the offices of the registrars no later than 48 hours
before the time for holding the meeting.
5. In the case of a corporation this form must be executed under its Common Seal or otherwise executed in accordance with
Section 36A of the Companies Act 1985, as amended, or it must be signed by an officer or attorney duly authorised in writing.
6. Any alterations to this form must be initialled.
7. In the case of joint holders only one need sign but the names of all joint holders must be stated. The vote of the senior holder
who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall
be determined by the order in which the names stand in the register of members.
Systems Union Group plc Annual General Meeting
 Capita Registrars
Proxy Department
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4BR 
BUSINESS REPLY SERVICE
Licence No. MB122
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CORPORATE STATEMENT
Systems Union Group plc is the world's leading provider and 
distributor of first class financial and performance management 
solutions to the mid-market. 
The Group is committed to designing and deploying solutions that equip 
its expanding global user community with the tools needed to understand, 
manage and improve financial and wider business performance.  
Systems Union has an international team of management, staff and 
partners through which it delivers and supports its SunSystems, MIS, 
Vision, Pegasus, REDtechnology and ncSoft solutions.
Systems Union – a truly global company
45 offices in 20 countries
In excess of 50,000 global customer sites in 194 countries
Over 500 partners around the world 05
GLOBAL IN REACH, SCALE AND SOLUTIONS
Systems Union Group plc
Systems Union House 
1 Lakeside Road 
Aerospace Centre 
Farnborough 
Hampshire GU14 6XP 
United Kingdom
Telephone: +44 (0)1252 556000  
Website: www.systemsunion.com
SUG ANR 006
Systems Union Group plc 
annual report and accounts
Systems Union Group plc annual report and accounts