Research Now plc, 66 South Lambeth Road, London SW8 1RL
www.researchnow.co.uk
Company Registration No. 3975073
Report and Accounts
for the year ended 31 October 2005
The European Online Fieldwork and Panel Specialists
Research Now plc Report and Accounts for the year ended 31 October 2005
Perivan Financial Print 206053 CONTENTS
Financial Highlights 1
Chairman’s Statement 2
Chief Executive’s Review 3
Financial Review 5
Directors 7
Directors’ Report 8
Directors’ Responsibilities in 
the preparation of the Financial Statements 9
Corporate Governance Statement 10
Report of the Remuneration Committee 12
Independent Auditors’ Report 14
Consolidated Profit and Loss Account 15
Consolidated Balance Sheet 16
Company Balance Sheet 17
Consolidated Cash Flow Statement 18
Reconciliation of Net Cash Flow
to Movement in Funds 18
Accounting Policies 19
Notes to the Accounts 21
Notice of Annual General Meeting 30
Form of Proxy 31 Research Now is a leading European fieldwork provider to the
market research industry. Our Valued Opinions family of panels has
more than 700,000 potential respondents across eight countries.
● Turnover more than five times last year at £3.6m
● Half yearly turnover growing significantly
● Profit before tax nearly ten times last year at £524,000
● Valued Opinions panels increased to over 707,000 members across eight
countries
● Successful IPO on AIM raising £2.5m before expenses for the Company
● Sales offices established in Australia and, since the year end, in the United
States and Germany
Unaudited Half Yearly Turnover
0
500
1,000
1,500
2,000
2,500
Apr 04 Oct 04 Apr 05 Oct 05
£000
Half Year Ended
241
460
1,259
2,380
1
Year ended 31 October 2005 Financial Highlights I am proud to report Research Now’s maiden results as a public company, following our Admission to AIM in August
2005. Sales and profits for the year ended 31 October 2005 both exceeded expectations at the time of our
flotation. Sales of £3.6m were more than 500% of the prior year and profit before tax of £0.5m was ten times the
equivalent performance in the 2004 financial year.
During the year, the Company established itself as one of the leading players in the online fieldwork and panel
market in Europe and expanded into new markets in Australia and America as a result of client demand. The
Company also significantly broadened its client base during the period and I am particularly pleased to note that
our sales were derived from a diversified range of more than 100 different clients in many industry sectors and
that much of the Group’s revenue came from repeat business.
The Group’s flotation on the AIM market in August last year proved to be very successful. The float was more than
twice subscribed, attracting an impressive register of institutional investors and successfully raising £9.2m,
substantially more than had initially been sought, of which £2.5m (gross of expenses) was raised for the Company
and the balance used to provide an exit for our angel investors.
I am delighted that Richard Dale agreed to join the board on the Group’s admission to AIM as a non-executive
director. Richard has a vast amount of experience in both the City and in the media industry, which will prove
invaluable in the future development of the business.
The market for the online collection of survey data or fieldwork is growing rapidly. To a large extent this growth
is as a result of an ongoing shift away from traditional ‘face to face’ or telephone interviews, to the use of online
panels of respondents. The collection of survey data online is not only faster and provides more accurate results
but is also far cheaper. In the US, the market for online fieldwork has grown by 30% p.a. over the last five years
and now accounts for 29% of the total fieldwork market (2000: 9%). In Europe, the online market lags that of the
US at only 4% of the total market but is showing similarly rapid growth patterns to that seen in the US over the
last five years.
I would like to take this opportunity of thanking all those who have contributed to the success of the Company.
Our clients, suppliers, advisors and investors have all been key to getting us to where we are today but I must
single out for special mention our people. It is tempting to portray an online business as being about efficiency
and seamless processes and, whilst this is true, quality and client service is at the heart of our business model. I
would therefore like to thank all our employees for their outstanding efforts during the last year.
Trading in the new financial year to date has continued to be excellent and we look forward to the future with
great confidence and excitement. We believe the market for online fieldwork in Europe is only just emerging and
we see many opportunities to continue our successful growth story.
Geoff Westmore
Chairman
23 January 2006
2
Chairman’s Statement Overview
The year was one of great achievement as well as rapid and profitable growth for Research Now and I am pleased
to say our results are considerably above what was expected at the time of the Group’s IPO in August.
The float successfully raised £2.5m for the Company, providing additional funding to exploit the growth
opportunities in the market for online fieldwork. During the period, Research Now saw rapid growth on many
fronts, not least in terms of delivering many more projects to support five-fold revenue growth, but also in terms
of expanding our online panels, enhancing our IT systems and growing our team further.
The market for online fieldwork and panel services in Europe continues to expand, with the trend away from
traditional telephone and ‘face to face’ fieldwork continuing in favour of online alternatives. The collection of
survey data online is typically faster, more accurate and also more cost-effective than traditional techniques.
Results
Group turnover for the year to 31 October 2005 increased five fold to £3.6m (2004: £0.7m) and profit before tax
increased to £0.52m (2004: £0.05m). 
The Group’s strong performance was due to a combination of adding new clients and also increasing sales to
existing clients. Around 86% of Group revenue in the year was derived from custom ad-hoc projects, while the
remainder was from ongoing tracking studies.
The number of full time employees in the business increased from 11 at the start of the year to 46 by the year
end. Recruitment is a key area for the business; it is our firm belief that good people are at the heart of good
delivery and as such we have recruited excellent staff from both within the market research industry and beyond.
This has allowed us to grow rapidly while continuing to deliver high quality work to all our clients.
At the time of the float we stated that one of the areas we would focus on is developing our online consumer
panels, both in the UK and internationally, and as such we made an investment of £0.54m in this area during the
year.
Client Service
Research Now provides online fieldwork and panel services to a broad range of over 100 clients. The vast majority
of these are market research agencies, although the Group also provides fieldwork to an array of well known blue
chip and other corporate clients directly, along with a number of media and advertising agencies and consultancies.
Our largest client in the year accounted for only 10% of turnover and our breadth of clients is further illustrated
by the fact that the percentage of our turnover from large international market research agencies reduced from
43% in the first half of the financial year to 34% in the second half, while rising in absolute terms.
It is crucial to clients in the research industry that online survey data from fieldwork studies is of high quality and
delivered on time - accordingly we seek to differentiate ourselves through our quality of delivery and our online
research panels, with client retention a key indicator of our success.
During the year we continued to expand both the size and number of our branded ‘Valued Opinions’ panels and
also continued to introduce additional panel profiling, spanning specialist areas such as healthcare, in order to
increase the value and appeal of our panels to clients.
Reflecting client demand to deliver research projects across multiple countries, we launched new panels at the
beginning of the year in Germany, France, Spain and Italy, enabling us to provide a one stop shop solution for the
‘Big 5’ European economies. Later in the year, new panels were also recruited and launched to cover Austria,
Australia and the Republic of Ireland.
3
Chief Executive’s Review Our total number of panellists reached 707,000 by year end.
Although localised, each of the new panels follows the successful ‘Valued Opinions’ template, which the Group
originally pioneered in the UK. Cared for by our native language panel support teams based in London, our panels
are used solely for research purposes, with panel members earning a range of incentives designed to maintain
high response rates. Panellists are highly profiled and regularly screened in order to enable us to provide clients
with fast turnaround, accurate and dependable fieldwork.
At the beginning of the year, Research Now served UK clients from a single office in London. In line with our stated
strategy at IPO to increase returns from our existing panels by selling access to them to new clients in different
geographies, we have since opened a number of new international sales offices. In September the Group opened
a sales office in Australia, providing access to our Australian and European consumer panels to clients based in
the Asia Pacific region. In November, just after our year end, we announced the opening of our office in New York
and the appointment of a new team to drive sales of European interview data to the sizeable and relatively
developed market in the USA and Canada. More recently, in January 2006, we have announced the opening of an
office in Germany to build sales in the developing German market, capitalising on our 118,000-strong German
panel and our ability to deliver one-stop-shop international projects to German clients.
Outlook
We believe the market for online fieldwork in Europe will continue to expand rapidly, with the cost-effectiveness,
speed and quality of online data collection continuing to drive substitution of traditional fieldwork methods. 
During 2005, Research Now established itself as one of the leading players in this attractive market. In 2006 we
will maintain our focus on quality of delivery, continue investing in our online panels and continue to establish
sales channels in selected overseas markets where we are not currently active and where we believe returns will
be highest. The new financial year has begun well and we are well positioned to continue to take advantage of
the rapid growth in the online fieldwork market in 2006.
Chris Havemann
Chief Executive
23 January 2006
4
Chief Executive’s Review Admission to AIM
The Company placed 1,925,000 new ordinary shares at a price of 130 pence per share and was admitted to trading
on AIM on 4 August 2005. The Company raised £1,746,000 net of costs from this issue of ordinary shares.
Results for operations
The Group achieved sales of £3,639,000 (2004 £701,000) and operating profits of £510,000 (2004 £51,000).
Sales growth in successive half years is as follows:
Half Year Ending Unaudited £000
April 2004 241
October 2004 460
April 2005 1,259
October 2005 2,380
Gross margins improved to 80.3% (2004 72.2%) due to the reduction in work commissioned from other panel
providers and efficiency gains. This increase in margin represented more than half of our expenditure on panels
of £543,000.
The main elements of administration expenses are as follows:
2005 2004
£000 £000
Staff costs (excluding non-executive directors) 1,430 295
Depreciation and panel amortisation 319 3
Other overheads 664 157
Staff numbers have risen during the year but staff costs as a percentage of turnover have fallen to 39.3% (2004
42.1%). We were pleased to introduce a share incentive plan to all staff as part of the flotation process.
During the year the Company invested £543,000 (2004 £nil) in new panellists. Such amounts are written off over
the first twelve months and the asset at year end of £258,000 (2004 £nil) is treated as a current asset.
Other overheads as a percentage of turnover have fallen to 18.2% (2004 22.4%). During the year there was an
increase in trade marketing and costs associated with becoming and being a public company. The Group opened
offices in London, Athens and Brisbane during the period. The board constantly seeks internal efficiencies
consistent with the growth of the business.
Earnings before interest, tax, depreciation and amortisation (EBITDA)
The company calculates EBITDA as follows:
2005 2004
£000 £000
Operating profit 510 51
Add back:
Depreciation and panel amortisation 319 3
EBITDA 829 54
5
Financial Review The Company achieved an operating margin of 14.0% (2004 7.3%) and an EBITDA margin of 22.8% (2004 7.7%). Such
margins reflect the higher margins being achieved by the UK business being offset by the costs of operations and
panels in the start-up territories in which we operate.
Taxation
No tax charge arises on the profit for the financial year. At 31 October 2005 the Company has approximately
£3,520,000 of losses available to carry forward to set against future taxable profits, subject to agreement with
the Inland Revenue.
Working capital
The Company’s operational cash position has been strengthened by the placing in August 2005. At 31 October
2005, the Company had cash of £1,428,000 (2004 £62,000). The Company has no debt. At the end of the financial
year the Company had net current assets of £2,260,000 (2004 £93,000).
During the year the Company had cash outflows from operating activities of £249,000 (2004 £75,000). This outflow
reflects the investment in new panellists. In addition there were capital expenditures principally on computer
equipment and new office space of £196,000.
Pensions
The Company does not operate a defined benefit pension scheme and therefore at present there are no
circumstances in which the Company will face a future pension liability.
Financial instruments
During the period, the Company’s financial instruments comprised cash and various items such as trade creditors
that arise directly from operations. The main purpose of these financial instruments is to finance the Group’s
operations. The Company’s policy is, and was throughout the period under review, not to trade in financial
instruments.
Dividend
As indicated at the IPO the directors currently propose continued investment in growing the business and are not
proposing to recommend a dividend at present.
Chris Havemann
Chief Executive
23 January 2006
6
Financial Review Geoff Westmore Geoff has been non-executive Chairman of Research Now since March
2001. He has been a corporate finance practitioner for over 25 years and was a partner at
PricewaterhouseCoopers from 1983 to 2000. Geoff led PwC’s UK Corporate Finance practice
from 1995 to 1998 and thereafter was the Global Head of Transaction Services. Since 2000
he has pursued a portfolio career and formed Subito Partners to advise and invest in small
growing businesses and to assist companies in financial difficulty. Geoff’s other
directorships include Avery Weigh-Tronix LLC, Brunner Mond Group Limited and Retail
Decisions plc. He is chairman of the Nominations Committee.
Chris Havemann Chris was a co-founder of Research Now and has overall responsibility for
the performance and development of the business. He commenced his career in the oil and
gas industry in 1990 before moving to the Cable & Wireless Group in 1993, where he held
business development and marketing strategy roles within Mercury Communications, Cable
& Wireless Europe (Milan) and Mobile Telephone Networks (Johannesburg). After
completing his MBA at London Business School, Chris worked for strategy consulting firm
Marakon Associates, with clients including Cadbury UK, Lloyds TSB and The Boots Company.
Chris has a BSc in Mathematics and Economics from the University of Surrey.
Andrew Cooper Andrew was a co-founder of Research Now and is responsible for the revenue line
and the client service sales team. Upon graduation Andrew trained as a Chartered Accountant,
qualifying with Price Waterhouse in 1995 and then spent two years with them in Milan. Andrew
then returned to the UK with PricewaterhouseCoopers in London where he worked until May 2000
in Transaction Services, latterly as Senior Manager working with private equity clients. Andrew has
a BCom in Business Studies from the University of Edinburgh and an MA in Marketing from Kingston
University. He is a Chartered Accountant (ACA), an Associate Member of the Market Research
Society (“MRS”) in the UK, and is a member of the American Marketing Association.
Richard Dale Richard has many years experience of investment banking and the media
sector. From 1984 to 2000, Richard was part of and led top rated teams covering the
European media sector at James Capel, Smith New Court, Merrill Lynch, Salomon Brothers
and Citigroup. From 2000 to 2003, he was Co-Head of all European Equity Research at
Citigroup, during which time the department moved to the number 1 ranking. In addition
he was a member of Citigroup’s European Operating Committee. He is Chairman of the
Remuneration and a member of the Audit and Nominations Committees.
Charles Fairbairn Charles has been a non-executive Director of Research Now since April 2001.
He has many years’ experience in the media sector and in growing entrepreneurial companies.
Previously he worked for Pearson plc, both as finance director of Pearson New Entertainment
Limited, a division with interests in computer publishing which was sold to Apax Partners in
1998 for £142 million, and as group chief accountant. Charles is currently a non-executive
director of AIM companies Bright Things Plc, Imagesound Plc and Statpro Group Plc. He is also
finance director of AIM companies CCO Capital Plc and Perspective Capital Plc. He is chairman
of the Audit Committee and a member of the Remuneration and Nominations Committees.
7
Directors The directors submit their report and the financial statements of Research Now plc for the year ended 31 October 2005.
Principal activity
The principal activity of the Company during the year was to provide market research fieldwork services utilising our ‘Valued
Opinions’ branded internet based panels.
Review of the business
The results for the year ended 31 October 2005 are set out in the profit and loss account on page 15. These show a profit
attributable to shareholders of £524,000.
Directors and their interests in shares and options
The following directors have held office during the year:
Geoff Westmore
Chris Havemann
Andrew Cooper
Richard Dale (appointed 4 August 2005)
Charles Fairbairn
Directors’ interests in the shares and options of the Company are detailed on page 13.
Substantial shareholdings
Other than the directors’ interests disclosed in the Remuneration Report, the Company has been advised of the following
shareholdings of 3 per cent or more in the issued share capital at 1 January 2006:
Holder No. of shares Percentage
Schroder Investment Management Limited 2,790,000 21.64%
Policy on payments to creditors
The Company agrees the terms and conditions under which business transactions with suppliers are conducted. It complies with
these payment terms, provided that it is satisfied that the supplier has provided the goods or services in accordance with agreed
terms and conditions.
At 31 October 2005, the Company had 40 days of supplier payments outstanding.
Political and charitable donations
During the year the Company made charitable donations of £100.
Auditors
A resolution to reappoint Baker Tilly, Chartered Accountants, as auditors will be proposed at the forthcoming Annual General
Meeting.
By order of the board
Simon Healey
Company Secretary
23 January 2006
8
Directors’ Report Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of
the state of affairs of the Company and of the Group and of the profit or loss of the Group for that period. In preparing those
financial statements, the directors are required to:
a. select suitable accounting policies and then apply them consistently;
b. make judgements and estimates that are reasonable and prudent;
c. state whether applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements;
d. prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will
continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the
financial position of the Group and to enable them to ensure that the financial statements comply with the requirements of the
Companies Act 1985. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
9
Directors’ Responsibilities in the Preparation of Financial Statements The Board of Research Now plc appreciates the value of good corporate governance not only in the areas of accountability and
risk management but also as a positive contribution to the business. The Board considers that the Company, whilst trading on
the AIM, has adopted those requirements of the New Combined Code on Corporate Governance (the “Code”) published in July
2003 as best applicable to the Company given its current size.
Board Structure
The Board comprises two executive directors and three non-executive directors. The roles of chairman and chief executive are
separate. The non-executive directors are independent of management and free from any business or other relationship with
the Company other than owning shares. The directors’ biographies appear on page 7.
The board is scheduled to meet at least eleven times a year. At each meeting the chief executive and managing director report
on the Group’s operations. The board is satisfied that it is provided with information in an appropriate form and quality to
enable it to discharge its duties. All directors are subject to re-election by shareholders at the first opportunity after their
appointment. All directors are required to retire by rotation and one third of the board is required to seek re-election each
year. The Chairman ensures that the directors are permitted to take independent professional advice as required.
All directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that
Board procedures are followed and that applicable rules and regulations are complied with.
The following committees of the board have been established to deal with specific aspects of the Group’s affairs.
Audit Committee
The Audit Committee consists of two independent non-executive directors, Charles Fairbairn as chairman and Richard Dale. The
Committee considers matters relating to the financial accounting controls, the reporting of results and the effectiveness and
cost of the audit. It aims to meet at least twice a year with the Group’s auditors in attendance. Other directors attend as
required. The Company Secretary provides secretarial support to the committee. The terms of reference of the committee are
available on request.
The audit committee is satisfied that the Group’s auditors, Baker Tilly, have been objective and independent of the Group.
Baker Tilly performs non-audit services for the Group, but the Audit Committee is satisfied that their objectivity is not impaired
by such work.
Nomination Committee
The Nomination Committee consists of the three non-executive directors. The committee is chaired by Geoff Westmore, and
meets as necessary. The Committee is formally constituted with written terms of reference and is responsible for reviewing and
making proposals to the board on the appointment of directors. The Company Secretary provides secretarial support to the
committee. The terms of reference of the committee are available on request.
Remuneration Committee
The Remuneration Committee is formally constituted with written terms of reference and makes recommendations to the board
with regards to remuneration policy and related matters. The committee consists solely of two independent non-executive
directors, Richard Dale as Chairman and Charles Fairbairn. However the other directors attend as required and have the right
to address the committee. The committee aims to meet at least twice a year. The terms of reference of the committee are
available on request.
Further details of the Group’s policy on remuneration, including details of directors’ share options and compensation payments
are given in the Report of the Remuneration Committee on pages 12 to 13.
Shareholder Communication
The Group believes in maintaining good communication with shareholders. The Chairman and Chief Executive intend to meet
analysts and institutional shareholders regularly with a view to ensuring that the results, strategies and objectives of the Group
are well understood.
10
Corporate Governance Going Concern
The directors have satisfied themselves that the Company and Group have adequate resources to continue in operational
existence for the foreseeable future, and for this reason the financial statements continue to be prepared on a going concern
basis.
Internal Financial Control
The Group has complied with the provisions of the Combined Code in internal control, having established the procedures
necessary to implement the guidance issued in September 1999 (the Turnbull Committee Report) and by reporting in accordance
with that guidance.
The Board is responsible for ensuring that the Company maintains a system of internal financial controls, including suitable
monitoring procedures. The objective of the system is to safeguard Company assets, ensure proper accounting records are
maintained and that the financial information used within the business and for publication is reliable. Any such system can only
provide reasonable, but not absolute, assurance against material fraud or loss.
Given the Company’s size and nature of business, the Board does not consider it would be appropriate to have its own internal
audit function. An internal audit function will be established as and when the Company is of an appropriate size, but meanwhile
the audit of internal financial controls forms part of the responsibility of the Company’s finance function.
All day to day operational decisions are taken initially by the executive directors, in accordance with the Company’s strategy.
Where appropriate, the Board approves such decisions. The executive directors are also responsible for initiating all transactions
and authorising all payments, save for those relating to their employment. As such, the internal controls primarily comprise:
● The segregation of duties, such that the executive directors have no involvement in the recording of any financial data;
● The review of pertinent financial and other information by the Board on a regular basis;
● The prior approval of all significant strategic decisions; and
● Having a formal strategy for business activities.
On behalf of the Board
Simon Healey
Company Secretary
23 January 2006
11
Corporate Governance Remuneration Committee
The Group’s Remuneration committee is chaired by Richard Dale, and the other member is Charles Fairbairn. The remuneration
of all executive directors and other senior executives is recommended to the Board by the Committee. The remuneration of the
non-executive directors is determined by the Board. During the year the Committee has reviewed salary surveys and the policies
of other companies of a comparable nature but has taken no external advice.
Remuneration Policy
The policy of the Board is to provide executive remuneration packages designed to attract, motivate and retain directors of the
calibre necessary to maintain the Group’s position as a market leader and to reward them for enhancing shareholder value and
return on investment. The remuneration should also reflect the directors’ responsibilities and contain incentives to deliver the
Group’s objectives. The main elements of the executive directors’ remuneration packages are as follows:
● Basic salary;
● Performance related bonus – the Company operates a discretionary performance related bonus scheme, the terms of
which are set annually in advance by the Remuneration Committee;
● Share option incentives – a number of share option plans are in place. Details of these plans and options granted are shown
below.
The Directors are not members of any company pension scheme.
Director’s Remuneration
Salary/Fees Bonus Total 2005 Total 2004
Salary only
££££
Geoff Westmore 19,785 – 19,785 15,000
Chris Havemann 77,258 115,000 192,258 60,000
Andrew Cooper 77,258 115,000 192,258 60,000
Richard Dale 5,981 – 5,981 –
Charles Fairbairn 43,750 – 43,750 50,000
Total 224,032 230,000 454,032 185,000
Charles Fairbairn also received a fee of £70,000 relating to his management of the IPO process. This amount is included in the
equity share issue expenses.
Service Contracts
Each of the executive directors has a rolling service contract which is terminable by twelve months notice. In the event of a
termination of a service contract, compensation amounting to the notice period would be payable. Non-executive directors do
not have service contracts. They have been appointed under letters of appointment which are terminable by six months notice.
Details of service agreements and letters of appointment are as follows:
Date of service agreement
Date of appointment /letter of appointment Annual salary/fee
Geoff Westmore 20 March 2001 29 July 2005 £35,000
Chris Havemann 17 April 2000 29 July 2005 £100,000
Andrew Cooper 18 April 2000 29 July 2005 £100,000
Richard Dale 4 August 2005 29 July 2005 £25,000
Charles Fairbairn 2 April 2001 29 July 2005 £25,000
Each executive director is entitled to a performance related bonus determined by the board, and capped at 100% of salary.
12
Report of the Remuneration Committee Directors’ Interests
Interest in shares
Ordinary shares of 2p each
31 October 31 October
2005 2004
Number Number
Geoff Westmore 1,030,000 1,030,000
Chris Havemann 1,575,000 500,000
Andrew Cooper 1,750,000 500,000
Richard Dale 250,000 –
Charles Fairbairn 187,695 187,695
Shareholdings as at 31 October 2004 have been restated to reflect the subdivision of shares which took place on 10 June 2005.
Under the Company’s HMRC approved Share Incentive Plan, Andrew Cooper and Chris Havemann each hold 2,307 shares which
are held in trust for a period of three years from 28 July 2005. These are not included in the table above.
Interest in options
31 October 31 October Exercise
Scheme 2005 2004 price Expiry date
Geoff Westmore Non-employee Share Option Scheme 50,000 – 2p 6 April 2014
Non-employee Share Option Scheme 16,625 – 2p 7 June 2015
Chris Havemann Enterprise Management Incentive Scheme – 1,250,000 2p –
Enterprise Management Incentive Scheme 85,815 – 2p 7 July 2015
New EMI Scheme adopted 8 July 2005 40,000 – 130p 7 July 2015
Andrew Cooper Enterprise Management Incentive Scheme – 1,250,000 2p –
Enterprise Management Incentive Scheme 85,815 – 2p 7 July 2015
New EMI Scheme adopted 8 July 2005 40,000 – 130p 7 July 2015
Richard Dale New Unapproved Share Option Plan 50,000 – 130p 7 July 2015
Charles Fairbairn Non-employee Share Option Scheme 225,000 225,000 2p 6 April 2014
Options in the table above are over ordinary shares of 2 pence each. Holdings as at 31 October 2004 have been restated to
reflect the subdivision of shares which took place on 10 June 2005.
Options held under the new EMI scheme are exercisable on publication of the Group’s results for the year ended 31 October
2006, and are conditional on the audited EPS number in those accounts being 7 pence or higher. Options held under the new
unapproved share option plan are exercisable on publication of the Group’s results for the year ended 31 October 2006, but are
not subject to performance criteria.
During the year Chris Havemann and Andrew Cooper exercised 1,250,000 old EMI scheme options each paying £25,000. At
exercise each had a gain of £1,600,000. During the year Chris Havemann sold 175,000 shares for 130p each, with gross proceeds
of £227,500.
Richard Dale
23 January 2006
13
Report of the Remuneration Committee TO THE MEMBERS OF RESEARCH NOW PLC
We have audited the financial statements on pages 15 to 29.
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 the financial statements in accordance with applicable law
and United Kingdom Accounting Standards are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United
Kingdom Auditing Standards.
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 transactions
with the Company is not disclosed.
We read other information contained in the Annual Report, and consider whether it is consistent with the audited financial
statements. This other information comprises only the Directors’ Report, Chairman’s Statement, Chief Executive’s Review,
Corporate Governance Report, Financial Review and the Report of the Remuneration Committee. 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 opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes
an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements,
and of whether the accounting policies are appropriate to the Company’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 of the state of affairs of the Company and of the Group at
31 October 2005 and of the Group’s profit for the year then ended and have been properly prepared in accordance with the
Companies Act 1985.
BAKER TILLY
Registered Auditor
Chartered Accountants
2 Bloomsbury Street
London WC1B 3ST
23 January 2006
14
Independent Auditors’ Report For the year ended 31 October 2005 Notes 2005 2004
£000 £000
Turnover 1 3,639 701
Cost of sales (716) (195)
Gross profit 2,923 506
Administration expenses (2,413) (455)
Operating profit 510 51
Interest receivable 2 15 2
Interest payable 3 (1) –
Profit on ordinary activities before taxation 4 524 53
Taxation 6 – –
Retained profit for the year 15 524 53
Basic earnings per share 8 5.5p 0.7p
Diluted earnings per share 8 5.2p 0.7p
The operating profit for the year arises from the Group’s continuing operations.
No separate Statement of Total Recognised Gains and Losses has been presented as all such gains and losses have been dealt
with in the profit and loss account.
15
Consolidated Profit and Loss Account 31 October 2005 Notes 2005 2004
£000 £000
Fixed assets
Tangible assets 9 178 16
178 16
Current assets
Stocks 37 3
Debtors 11 1,663 255
Cash at bank and in hand 1,428 62
3,128 320
Creditors: Amounts falling due within one year 12 (868) (227)
Net current assets 2,260 93
Total assets less current liabilities 2,438 109
Capital and reserves
Called up share capital 14 258 168
Share premium 15 1,772 810
Special Reserve 15 – –
Profit and loss account 15 465 (869)
Other reserve 15 (57) –
Shareholders’ funds 16 2,438 109
Approved by the board on 23 January 2006 and signed on its behalf by:
Chris Havemann
Director
16
Consolidated Balance Sheet 31 October 2005 Notes 2005 2004
£000 £000
Fixed assets
Tangible assets 9 167 16
Investments 10 – –
167 16
Current assets
Stocks 37 3
Debtors 11 1,677 255
Cash at bank and in hand 1,428 62
3,142 320
Creditors: Amounts falling due within one year 12 (867) (227)
Net current assets 2,275 93
Total assets less current liabilities 2,442 109
Capital and reserves
Called up share capital 14 258 168
Share Premium 15 1,772 810
Special Reserve 15 – –
Profit and loss account 15 469 (869)
Other reserve 15 (57) –
Shareholders’ funds 16 2,442 109
Approved by the board on 23 January 2006 and signed on its behalf by:
Chris Havemann
Director
17
Company Balance Sheet For the year ended 31 October 2005 Notes 2005 2004
£000 £000
Cash flow from operating activities 17a (249) (75)
Returns on investments and servicing of finance 17b 14 2
Taxation – –
Capital expenditure and financial investment 17b (196) (18)
(431) (91)
Cash outflow before financing (431) (91)
Financing 17b 1,797 122
Increase in cash in the period 1,366 31
Notes 2005 2004
£000 £000
Increase in cash in the period 1,366 31
Movement in net funds in period 1,366 31
Net funds at 1 November 2004 62 31
Net funds at 31 October 2005 1,428 62
18
Consolidated Cash Flow Statement
Reconciliation of Net Cash Flow to Movement in Funds Basis of accounting
The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting
standards in the United Kingdom.
Basis of consolidation
The Group’s financial statements consolidate the accounts of the Company and all of its subsidiary undertakings. The results of
subsidiary undertakings acquired in the year are included in the consolidated profit and loss account from the effective date of
acquisition. As permitted by section 230 of the Companies Act 1985, Research Now plc has not presented its own profit and loss
account.
Turnover
Turnover represents the invoiced value, net of Value Added Tax, of services provided to customers and income accrued on un-
invoiced work performed up to the period end. Accrued income represents the sales value of all complete and partially complete
project works for which the Company has not yet raised an invoice by the period end.
Tangible fixed assets
Fixed assets are stated at historical cost. Depreciation is provided on all tangible fixed assets at rates calculated to write each
asset down to its estimated residual value evenly over its expected useful life, as follows:-
Computer equipment Over 3 years
Office equipment Over 2 to 5 years
Investments
Fixed asset investments are stated at cost less any provision for impairment in value.
Stocks and work in progress
Stocks and work in progress are valued at the lower of cost and net realisable value. Net realisable value is based upon
estimated selling price less further costs expected to be incurred to completion and disposal. Provision is made for obsolete and
slow-moving items.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date
where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future
have occurred at the balance sheet date. Timing differences are differences between the Company’s taxable profits and its
results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods
different from those in which they are recognised in the financial statements.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are
expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date.
Deferred tax is measured on a non-discounted basis.
Leased assets and obligations
All leases are “operating leases” and the annual rentals are charged to profit and loss on a straight line basis over the lease
term.
Foreign currencies
Assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date.
Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to
the profit and loss account.
19
Accounting Policies Rewards to Panel Members
Rewards are due to panel members for completing surveys. However, the legal obligation only becomes payable in the form of
store vouchers when a panellist’s balance reaches £5 or €10. Rewards owing to panellists with balances over these amounts are
accrued for on the balance sheet. Reward balances for panellists with balances under these amounts are disclosed as a
contingent liability (note 18).
Pension contributions
The Company contributes to certain employee’s personal pension schemes which are part of the Company Stakeholder scheme.
The assets of these schemes are held separately from those of the Company in independently administered funds. The amount
charged against profit represents the contributions payable to the scheme in respect of the accounting period.
Panel investment costs
The costs of the recruitment of members to the Group’s online panels are debited to deferred expenditure when incurred and
released to the profit and loss account on a monthly basis, over an estimated average active panel membership period of
12 months.
20
Accounting Policies 1 Turnover and profit on ordinary activities before taxation
The Company’s turnover and profit before taxation were all derived from its principal activity in the United Kingdom.
2 Interest receivable
2005 2004
£000 £000
Bank interest 15 2
3 Interest payable
2005 2004
£000 £000
Bank interest 1 –
4 Profit on ordinary activities before taxation
2005 2004
£000 £000
Profit on ordinary activities before taxation is stated after charging:
Depreciation and amount written off tangible fixed assets:
Charge for the year – owned assets 34 3
Operating lease rentals
Land and buildings 18 –
Auditors’ remuneration:
Audit services 16 4
Non-audit services 53 –
In addition to the above Auditors’ remuneration, £81,000 of costs relating to the IPO were expensed against share premium
during the year.
21
Notes to the Accounts 5 Employees
2005 2004
No. No.
The average monthly number of persons (including executive directors) employed by the 
Company during the year was:
Directors 42
Office and management 27 3
31 5
2005 2004
£000 £000
The aggregate employee costs of these persons were as follows:
Wages and salaries 1,366 269
Social security costs 133 30
Pension costs 1–
1,500 299
Directors’ remuneration
Included in the above are the following amounts paid to the directors:
Salary Bonus Total 2005 Total 2004
£000 £000 £000 £000
Chris Havemann 77 115 192 60
Andrew Cooper 77 115 192 60
Geoff Westmore 20 – 20 15
Charles Fairbairn 44 – 44 50
Richard Dale 6 – 6 –
Total 224 230 454 185
In addition to the emoluments above, Charles Fairbairn was paid a fee of £70,000 relating to his management of the IPO process.
This amount is included in equity share issue expenses.
During the year, the aggregate amount of gains made by directors on the exercise of share options was £3,200,000 (pre taxation
charge).
22
Notes to the Accounts 6 Taxation
2005 2004
£000 £000
Current tax:
UK corporation tax on profits of the period – –
Factors affecting tax charge for period:
Profit/(loss) on ordinary activities before taxation 524 53
Profit/(loss) on ordinary activities multiplied by the standard rate of corporation 
tax of 19% (2004: 19%) 100 10
Tax losses (utilised)/not utilised 512 (10)
Tax relief in respect of share options exercised (612) –
Current tax charge for the period – –
The Group has losses of approximately £3,520,000 (2004: £857,000) available to be carried forward against future profits of the
same trade.
No deferred tax asset has been recognised for tax losses carried forward on the basis that it is not sufficiently certain that
circumstances will arise in which these amounts would be recovered. If a deferred tax asset was recognised, based on an
assumed tax rate of 19 per cent, this would amount to approximately £669,000 (2004: £161,000).
Corporation tax relief has been claimed for the differences between the market value of share options exercised, less the
amount paid for the shares by the employees.
7 Profit of parent company
As permitted by section 230 of the Companies Act 1985, the profit and loss account of the parent company is not presented as
part of these financial statements. The parent company’s profit for the period amounted to £528,000.
8 Earnings per share
Weighted
Profit for average
the year number Pence
£000 of shares per share
Basic earnings per share 524 9,481,584 5.5p
Earnings attributable to ordinary shareholders
Dilutive effect of securities:
Share options 560,705
Diluted earnings per share 10,042,289 5.2p
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average
number of ordinary shares in issue during the period, determined in accordance with the provisions of FRS 14: ‘Earnings per
share’.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue on the assumption
of conversion of all the potentially dilutive ordinary shares, these being share options granted where the exercise price is less
than the average price of the Company’s ordinary shares during the year.
The 2004 basic and diluted earnings per share of 0.7p have been calculated as £53,000 of profit dividend by the 7,845,679
weighted average shares in issue.
23
Notes to the Accounts 9 Tangible fixed assets
Office Computer
equipment equipment Total
Group £000 £000 £000
Cost
At 1 November 2004 3 160 163
Additions 76 120 196
31 October 2005 79 280 359
Depreciation
At 1 November 2004 3 144 147
Charged in the year 14 20 34
31 October 2005 17 164 181
Net book value
31 October 2005 62 116 178
31 October 2004 –1616
Office Computer
equipment equipment Total
Company £000 £000 £000
Cost
At 1 November 2004 3 160 163
Additions 63 121 184
31 October 2005 66 281 347
Depreciation
At 1 November 2004 3 144 147
Charged in the year 12 21 33
31 October 2005 15 165 180
Net book value
31 October 2005 51 116 167
31 October 2004 –1616
24
Notes to the Accounts 10 Fixed assets investments
Shares in
subsidiary
undertaking
Company £000
Cost at 31 October 2004 and 31 October 2005 –
The Company owns 100% of the following undertakings:
Research Now Pty Ltd, a company incorporated in Australia (a provider of online fieldwork services to market research
companies).
Research Now Technology EPE, a company incorporated in Greece (a provider of IT services to the Research Now group).
The Mobile Panel Limited, a dormant company incorporated in England & Wales.
The Mobile Channel Limited, a dormant company incorporated in England & Wales.
11 DEBTORS: Amounts falling due within one year
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
Trade debtors 1,083 168 1,083 168
Prepayments and accrued income 322 87 320 87
Intercompany balances – – 16 –
Deferred panel expenditure 258 – 258 –
1,663 255 1,677 255
Deferred panel expenditure represents panel recruitment costs incurred of £543,000 (2004: £nil) less amortisation of £285,000
(2004: £nil).
12 CREDITORS: Amounts falling due within one year
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
Trade creditors 342 59 342 59
Other creditors 2 50 2 50
Social security and other taxes 137 52 137 52
Accruals and deferred income 387 66 386 66
868 227 867 227
25
Notes to the Accounts 13 Financial instruments
The Company’s financial instruments principally comprise cash at bank and various items such as trade debtors and creditors
that arise directly from operations. The main purpose of these financial instruments is to raise money for the Company’s
operations. The operations of the Company generate cash and the planned growth in activities is cash generative.
The Company’s policy is to ensure that adequate cash is available and the Company does not trade in financial instruments and
has not entered into any derivative transactions.
The majority of the Company’s activities take place in the United Kingdom and consequently there is minimal exchange risk. In
some cases overseas clients are billed in their local currency, and some overseas suppliers invoice in local currency. At
31 October 2005 the Company had no material foreign currency exposures.
The Company has taken advantage of the exemption in respect of the disclosure of short term debtors and creditors.
The fair values of the Company’s financial assets and liabilities are not considered to be materially different from their book
values.
All of the Company’s financial liabilities are due within one year, and none of these liabilities is subject to interest.
14 Share capital
Group and Company 2005 2004
£000 £000
Authorised:
25,000,000 ordinary shares of 2p each (2004: 2,326,628 ordinary shares of 10p each) 500 233
Allotted, issued and fully paid:
12,889,885 ordinary shares of 2p each (2004: 1,679,977 ordinary shares of 10p each) 258 168
By a special resolution passed on 10 June 2005 the shareholders of the Company resolved, inter-alia, to:
a) Increase the authorised share capital of the Company by £267,337 to £500,000 by the creation of an additional 2,673,372
ordinary shares of 10p each;
b) Subdivide each of the issued and un-issued ordinary shares of 10p each into 5 ordinary shares of 2p each.
During the year the following ordinary shares of 2p each were issued:
Number of Nominal Share
shares Consideration value premium
£000 £000 £000
4 August 2005
On flotation (for £1.30 per share) 1,925,000 2,503 39 2,464
Issued to SIP (at £1.30) 50,000 65 1 64
Exercise of share options (at par) 2,500,000 50 50 –
10 August 2005
Exercise of options (at par) 5,000 – – –
1 September 2005
Exercise of options (at par) 10,000 – – –
4,490,000 2,618 90 2,528
26
Notes to the Accounts 14 Share capital (continued)
On 4 August 2005 the Company purchased 50,000 ordinary shares of 2p each, being less than 1% of the total called up share
capital, for £65,000 for the purpose of the Research Now SIP Trust.
Share options
At 31 October 2005, the following options had been granted over the ordinary shares of 2p each.
Created in At 31
the year October
number of 2005,
ordinary ordinary Date from
shares of shares of which Exercise
2p each 2p each exercisable Expiry date price
Enterprise Management Incentive Scheme 171,630 171,630 Immediately 2014/15 2p
New Enterprise Management Incentive Scheme 205,000 205,000 2006 results 7 July 2015 130p
publication
Non employee share option scheme 99,625 526,625 Immediately 2014/15 2p
Non employee share option scheme - 20,000 Immediately 2014/15 20p
Unapproved share option plan 50,000 50,000 2006 results 7 July 2015 130p
publication
15 Reserves
Share Profit
premium Other Special and loss
account reserve reserve account Total
£000 £000 £000 £000 £000
Group
At 1 November 2004 810 – – (869) (59)
Cancellation of share premium account (810) – 370 440 –
Shares issued on floatation 2,528––– 2,528
Expenses of share issue (756) – – – (756)
Profit retained for the period – – – 524 524
Movement in the period – (57) (370) 370 (57)
At 31 October 2005 1,772 (57) – 465 2,180
Company
At 1 November 2004 810 – – (869) (59)
Cancellation of share premium account (810) – 370 440 –
Premium on shares issued during the year 2,528––– 2,528
Expenses of share issue (756) – – – (756)
Profit retained for the period – – – 528 528
Movement in the period – (57) (370) 370 (57)
At 31 October 2005 1,772 (57) – 469 2,184
The special reserve was created prior to the flotation of the Company as part of the process in cancelling the share premium
account at 6 July 2005, by way of a petition to the court. As the terms of the court’s conditions were met, the entire amount
in the Special Reserve has been released.
The other reserve represents the cost of own shares purchased of £65,000 (2004: £nil) less amortisation of £8,000 (2004: £nil).
27
Notes to the Accounts 16 Reconciliation of movement in shareholders’ funds
Group Company
2005 2004 2005 2004
£000 £000 £000 £000
Profit for the financial year 524 53 528 53
New share capital subscribed 90 93 90 93
Premium on shares issued during the year (net of expenses) 1,772 29 1,772 29
Own shares purchased (57) – (57) –
Net addition to shareholders’ funds 2,329 175 2,333 175
Opening shareholders’ funds 109 (66) 109 (66)
Closing shareholders’ funds 2,438 109 2,442 109
17 Cash flows
2005 2004
£000 £000
a Reconciliation of operating profit to net cash inflow from operating activities:
Operating profit 510 51
Depreciation 34 4
Amortisation of panel expenditure 285 -
Amortisation of share options 8 –
(Increase) in stocks (34) (3)
(Increase) in debtors (1,150) (231)
(Increase) in panel expenditure (543) -
Increase in creditors 641 104
Net cash flow from operating activities (249) (75)
2005 2004
£000 £000
b Analysis of cash flows for headings netted in the cash flow
Returns on investments and servicing of finance
Interest received 15 2
Interest paid (1) –
Net cash inflow from returns on investments and servicing of finance 14 2
Capital expenditure and financial investment
Purchase of tangible fixed assets (196) (18)
Net cash outflow from capital expenditure and financial investment (196) (18)
Financing
Receipts from issue of equity shares 2,618 122
Equity share issue expenses (756) –
Purchase of own shares (65) –
Net cash inflow from financing 1,797 122
28
Notes to the Accounts 17 Cash flows (continued)
At Other At
1 November non cash 31 October
2004 Cash flow changes 2005
£000 £000 £000 £000
c Analysis of net funds
Cash in hand, at bank 62 1,366 – 1,428
Total 62 1,366 – 1,428
18 Contingent liabilities
The Company is obliged to pay out rewards to panellists after they achieve a reward balance of £5 or €10. Until that threshold
is reached, the Company has no obligation to pay any reward. As at 31 October 2005 this contingent liability amounted to
£240,000 (31 October 2004: £46,000). The directors expect to pay these amounts in due course as they become due. At 31
October 2005, rewards payable and included in other creditors were £58,000 (2004: £4,000)
19 Related party transactions
During the year, C Fairbairn, a director, charged the Company £37,500 (2004: £50,000) for consultancy services provided.
Another director, G Westmore, charged the Company £11,250 (2004: £15,000) for consultancy services provided. These amounts
are included within Director’s Emoluments in note 5.
During the year, C Fairbairn charged the Company £13,855 (2004: £1,320) for the services of a temporary accountant.
20 Operating lease commitments
At 31 October 2005 the Group had annual commitments under non-cancellable operating leases which expire as follows:
Group and Company 2005 2004
£000 £000
Land and buildings:
Between one and two years 33 –
29
Notes to the Accounts NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Bircham Dyson Bell, 50 Broadway,
London, SW1H 0BL on Wednesday 15 March 2006 at 12pm. The business of the meeting will be:
Ordinary business
1 To receive, consider and adopt the audited accounts for the year ended 31 October 2005 and the reports of the directors
and auditors thereon.
2 In accordance with the provisions of article 76 of the Company’s articles of association, to re-elect Geoff Westmore as a
director.
3 In accordance with the provisions of article 76 of the Company’s articles of association, to re-elect Chris Havemann as a
director.
4 In accordance with the provisions of article 76 of the Company’s articles of association, to re-elect Richard Dale as a
director.
5 To re-appoint Baker Tilly as auditors of the Company and to authorise the directors to fix their remuneration.
6 To approve the Report of the Remuneration Committee.
By order of the board
Simon Healey
Company Secretary
23 January 2006
Registered Office:
66 South Lambeth Road
London
SW8 1RL
30
Notice of Annual General Meeting
Notes
1. A person entitled to attend and vote at this meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his/her
stead. A proxy need not be a member of the company. Appointment of proxies does not preclude members from attending and voting at
the meeting should they wish to do so.
2. To be valid, the instrument appointing a proxy must be deposited at the office of the Company’s registrars, Capita Registrars, The Registry,
34 Beckenham Road, Beckenham, Kent, BR3 4TU no later than 48 hours before the start of the meeting.
3. The register of director’s interests in the share capital of the Company maintained under section 325 of the Act, and copies of the directors’
contracts of service with the Company will be available for inspection during normal business hours on any week day at the registered
office of the Company from the date of this notice until the annual general meeting and on the day of the annual general meeting at the
place of the meeting from 15 minutes prior to its commencement until its conclusion.
4. As permitted by Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those shareholders of the
Company on the register at 10am on 13 March 2006 shall be entitled to attend or vote at the meeting in respect of the number of shares
registered in their name at the time. Changes to the register of members after 10am on 13 March 2006 shall be disregarded in determining
the rights of any person to attend or vote at the meeting. For use at the Annual General Meeting of Research Now plc convened for 12pm on 15 March 2006.
I / We ............................................................ of ..................................................................................
a member(s) of Research Now plc HEREBY APPOINT the chairman of the meeting, or (see note 2)
............................................................................................................................................................
as my/our proxy to vote on my/our behalf at the annual general meeting of the Company to be held on 15 March 2006 at 12pm
and at any adjournment thereof. In the event of a poll being directed or demanded, I/we direct my/our proxy to vote on the
Resolutions set out in the notice of annual general meeting as shown below.
Please indicate with a cross (‘X’) in the appropriate space provided below how you wish your votes on the Resolutions to be
cast.
If you sign this Form of Proxy and return it without any specific direction as to how you wish your votes to be cast, the proxy
may vote as he thinks fit or abstain from voting in respect of all or any of the resolutions and also on any other business which
may properly come before the meeting.
Dated this .............................. day of ................................
Signature (see notes 3, 4 and 5)
Notes
1. The name(s) and address(es) of all holders should be stated in block capitals
2. If it desired to appoint a proxy other than the Chairman of the meeting his/her/their name(s) and address (es) should be inserted, the
reference to the Chairman deleted and alteration initialled. A member may appoint more than one proxy to attend on the same occasion
but only one proxy may be appointed in respect of any one ordinary share. A proxy need not be a member of the Company.
3. In the case of an individual, this Form of Proxy should be signed by the appointer or his attorney.
4. In the case of joint holders, this Form of Proxy may be signed by any one of such holders but the vote of the senior who tenders a vote
either in person or by proxy shall be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose seniority shall
be determined by the order in which the names appear in the register of members. In any event, the names of all joint holders should be
stated on the Form of Proxy.
5. In the case of a corporation, this Form of Proxy must be executed under its common seal (or such form of execution as has the same effect)
or should be signed on its behalf by an attorney or by a duly authorised officer of the corporation.
6. An ‘X’ in the relevant box will indicate that you wish all of your votes to be cast in the way indicated. If no direction is given your proxy
will have discretion to vote or abstain in respect of your total holdings on those and all other resolutions or amendments thereof which
may be voted on at the meeting.
7. When two or more valid instruments of proxy are delivered in respect of the same share for use at the same meeting, the one which was
executed last shall be treated as replacing and revoking the other(s) as regards that share.
8. To be valid this Form of Proxy, together with the Power of Attorney (if any) under which it is signed, or a duly certified copy thereof, must
be lodged with the Company’s registrars, Capita Registrars, PO Box 25, Beckenham, Kent, BR3 4BR no later than 10am on 13 March 2006.
9. Completion and submission of a Form of Proxy does not preclude you from attending the meeting and voting should you wish to do so.
RESOLUTION FOR AGAINST
1. To receive and adopt the annual report and accounts
2. To re-elect G Westmore as a director
3. To re-elect C Havemann as a director
4. To re-elect R Dale as a director
5. To re-appoint Baker Tilly as the Company’s auditors and to authorise the 
directors to set their remuneration
6. To receive and adopt the Report of the Remuneration Committee
Form of Proxy
✁ BUSINESS REPLY SERVICE
Licence No. MB 122
1 1
Capita Registrars
Proxy Department
PO Box 25
Beckenham
Kent
BR3 4BR
Third Fold (Tuck-in)
Second Fold
First Fold First Fold DIRECTORS, SECRETARY AND ADVISERS
Directors
Geoff Westmore (Non-executive Chairman)
Chris Havemann (Chief Executive Officer)
Andrew Cooper (Managing Director)
Charles Fairbairn (Non-executive Director)
Richard Dale (Non-executive Director)
Company Secretary
Simon Healey
Business Address of the Directors 
and Registered Office of the Company
66 South Lambeth Road
London SW8 1RL
Telephone number of registered office
020 7091 7800
Nominated Adviser and Broker Solicitors to the Company
Canaccord Capital (Europe) Limited Bircham Dyson Bell
1st Floor, Brook House 50 Broadway
27 Upper Brook Street London SW1H 0BL
London W1K 7QF
Auditors Public Relations Advisers
Baker Tilly Hudson Sandler
2 Bloomsbury Street 29 Cloth Fair
London WC1B 3ST London EC1A 7NN
Registrars
Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0LA Research Now plc, 66 South Lambeth Road, London SW8 1RL
www.researchnow.co.uk
Company Registration No. 3975073
Report and Accounts
for the year ended 31 October 2005
The European Online Fieldwork and Panel Specialists
Research Now plc Report and Accounts for the year ended 31 October 2005
Perivan Financial Print 206053