CBG Group plc
Barton Hall, Hardy Street
Eccles, Manchester
M30 7NB
t +44(0)161 920 0200
f +44(0)161 920 5999
e info@cbg-group.co.uk
w www.cbg-group.co.uk
Group plc Annual Report and Accounts 2006
70504 Cover  17/3/07  06:26  Page 2 Welcome
CBG Group plc (CBG), an AIM quoted company,
is a Manchester based corporate general insurance,
risk management and financial services intermediary.
It offers a range of services principally in the area of Commercial Insurance,
Business Risk Management, Healthcare and Employee Benefits. In addition it
offers a Private Client solution to individuals centred on wealth management
and asset protection.
CBG Insurance Brokers Limited
CBG Financial Services Limited
Exius Limited
CBG Sports Limited
Representing the largest division of the Group, Insurance Brokers
provides an advisory service to corporate and private clients in
respect of general insurance and risk management programmes.
An independent Financial Planning Practice providing advice 
to corporate and private clients. Centred around three key 
areas, Financial Services offers solutions in the areas of 
wealth management, benefit consulting and healthcare.
CBG’s in-house premium finance facility providing tailored
arrangements, which allow the cost of insurance premiums 
to be spread over a number of monthly instalments.
A specialist general insurance operation, catering for the 
needs of professional sports people. Covers offered by 
Sports range from career threatening injury to private 
car and household insurance.
70504 Cover  17/3/07  06:26  Page 4 Highlights
1
Annual Report and Accounts 2006
● Total Group turnover up 77%
● Profit before tax up 81%
● Adjusted* profit before tax up 89%
● Earnings per share – basic up 55%
● Earnings per share – adjusted* diluted up 66%
● Maiden dividend 0.5p 
per share
*Adjusted to add back goodwill amortisation and share option charges
Contents
1 Highlights
2 Chairman’s Statement
4 Chief Executive’s Review
8 Directors’ Report
12 Corporate Governance
14 Officers and Professional Advisers
15 Independent Auditors’ Report
16 Group Profit and Loss Account
17 Group Balance Sheet
18 Balance Sheet
19 Group Cash Flow Statement
21 Notes to the Financial Statements
37 Notice of Annual General Meeting
70504 pre  17/3/07  06:49  Page 1 I am delighted to be making my annual report to
shareholders following a year in which the work carried
out in the previous year, setting the objectives of our
strategic plans for growth and expansion, came to fruition.
Our team has produced a fine performance for the year.
The Group has seen a 21% growth in turnover from
continuing operations which when added to the part
year turnover from acquisitions brought the year on year
increase to 76.8%. Profit before taxation has increased 
by 80.9% and diluted adjusted earnings per share have
increased by 65.7%. These are excellent results in difficult
market conditions and when viewed with our track record
clearly demonstrate that the business model and strategy
that is in place continues to be a successful one. 
Dividends
It is proposed to pay a maiden final dividend in respect
of the current year ending 31 December 2006 of 0.5p per
share which, subject to shareholder approval, will be paid
on 11 May 2007 to all shareholders on the register on 
13 April 2007. We intend to review the dividend policy at
the half year stage.
Acquisitions
Two acquisitions were completed in the first half of the
year and one shortly after on 9 July 2006. Full details of 
the acquisitions were announced to the Stock Exchange 
on the relevant dates and further details are included in
the Chief Executive’s Review.
These three acquisitions approximately double CBG’s
general insurance activities, demonstrating our
commitment to consolidation in the North West. The
current level of gross premiums handled would have
positioned the enlarged business within the top 30 UK
insurance brokers. 
(1)
In addition to our central hub in Manchester, CBG 
now operates out of Liverpool, Burnley, Poulton-le-Fylde
and Blackpool. 
A number of other potential acquisitions are currently
being considered by the Group.  
(1)
Insurance Age’s “Top 100 Independent Broker Survey 2006”
2
CBG Group plc
Chairman’s Statement
Summary of the results for the year
2006 2005 %  
restated Growth
Turnover £000’s 5,152 2,914 76.8
Operating profit before goodwill amortisation and 
share option charges £000’s 1,307 687 90.3
Profit before tax £000’s 919 508 80.9
Profit before tax, goodwill amortisation and share 
option charges £000’s 1,209 640 88.9
Earnings per share – basic (pence) 6.32 4.07 55.3
Adjusted earnings per share – diluted (pence) 7.79 4.70 65.7
“
The Group showed an
impressive rise in pre-tax  
profits of 81%
”
70504 pre  17/3/07  06:49  Page 2 Board of Directors
A number of changes to the structure of the Board were
announced in August. These changes reflected the
recognition by the Board that the Group was rapidly
expanding and that the dynamics, skill sets, expertise 
and experience required of the Executive Directors, 
were focused to ensure that the Group is managed in an
efficient manner as it enters a new stage of development.
Robin Slinger’s appointment as Chief Executive brings 
a wealth of corporate and communications skills with 
his background in corporate banking. Robin was a 
Non-executive Director since October 2004 and is fully
familiar with all aspects of the Group and is well equipped
to lead us through further expansion of the Group. 
Stephen Jackson resigned as a Director on 30 January 2007
for family ill-health reasons. Stephen will continue to be
employed on a part time basis in the Company’s Financial
Services division, CBG Financial Services Limited. The Board
wishes Stephen well and would like to express its thanks
to him for his contribution during the development of 
CBG in recent times.  
Following Robin Slinger’s move from his Non-executive
position and Lord Pendry’s resignation on 7 July 2006, the
Board will appoint a third Non-executive Director when 
a suitable candidate is identified. 
Strategy
The Group’s strategy remains to grow the Group rapidly
through a combination of selective regional acquisitions
and also organic growth from existing operations,
principally through cross-selling across the Group’s trading
divisions. Operating margins will continue to be improved
through the further development of long term
relationships with our suppliers and such a relationship
was recently concluded with an arrangement over three
years with Allianz Cornhill. 
The Group is currently investing in updating its
Information Technology systems. Fundamental to the
Group is the recruitment and retention of quality staff,
trained to use the latest technology into which new
acquisitions can be quickly and effectively integrated. 
The Enterprise Management Incentive share option
scheme is to be opened to all eligible employees, linked 
to the overall performance of the Group.
Prospects
Although the insurance market is set to remain in a
relatively unchanged state for the immediate future,
through 2007 and into 2008, CBG is well equipped to
create value from its existing operations. This has been
demonstrated again throughout the course of last year.
The Directors are confident that the Group will continue
to develop and grow in an effective and controlled 
manner, delivering value to its shareholders. 
Laurie Turnbull
Chairman
5 March 2007
3
Annual Report and Accounts 2006
0
1
2
3
4
5
6
7
8
06 05 04
4.40
4.70
7.79
Adjusted Diluted Earnings per share (pence)
70504 pre  17/3/07  06:49  Page 3 I am delighted to be making my first statement as 
Chief Executive since my appointment in August last year.
My role as a Non-executive Director in the period prior to
that gave me an invaluable insight into the Group, but it
is only when working closely on a daily basis with our
people that I have fully appreciated their dedication,
flexibility and passion to deliver our client proposition. 
Trading
2006 has seen a step change in our business as the early
stages of our strategic plans and objectives have been
delivered. In a year that has seen continuation of the 
soft market conditions of the previous year, each of our
chosen business areas has contributed another strong
performance.
The Group showed an 89% rise in profit before tax,
goodwill amortisation and share option charges and a 66%
rise in adjusted diluted earnings per share. Also pleasing
was the underlying organic growth in turnover which was
in excess of 15%. This performance once again underlines
the Group’s objective of growth, both organically and by
acquisitions, and is a credit to all of our staff.
The acquisitions described below have expanded the
Insurance Broking, Healthcare and Premium Finance
operations in particular. The Group’s Financial Services
division, CBG Financial Services (formerly CBG Carpenter
Rees Jackson), has performed very well since its acquisition
in July 2004 and is currently operating at a level of activity
around 70% higher than prior to acquisition. The final
earnout payment was paid in full to the vendors of 
CBG Financial Services Limited (formerly Carpenter Rees
Jackson Limited) on 16 August 2006. 
It is particularly pleasing that as an organisation we have
been able to achieve impressive organic growth, in what
continues to be demanding market conditions, as well as
execute the purchase and integration of three acquisitions
during the period. Our headcount has increased by over
130%, with our staff remaining our greatest asset who are
to be congratulated on their ability to embrace change as
integration has occurred.
Acquisitions
On 22 February 2006, the Company acquired Swinburne
James Limited, a provider of general insurance broking
services, and Swinburne James FS Limited, a provider of
financial services, through the acquisition of Everfirst
Services Limited, the holding company. Swinburne James
was based in Manchester, Liverpool and Burnley with 
a wide spread of clients throughout the North West. 
The total maximum consideration payable to the vendor
was £1,192,000. 
On 1 March 2006, the Company completed the acquisition
of Spencer, Lavery Associates Limited (“SLA”), a specialist
broker of healthcare insurance and also a provider of
general insurance broking services and financial services.
The total maximum consideration payable to the vendors
was £620,000 plus the value of net assets at completion 
of £83,000. The acquisition of SLA provided a critical mass
for our healthcare operation, CBG Healthcare.
The integration of these two acquisitions into our Barton
Hall offices in Manchester was achieved within days of
their completion and we quickly obtained benefits from
the enlarged Group and the additional services provided 
to our clients. 
On 9 July 2006, the Company acquired E T Knagg & Co.
Limited, a provider of general insurance broking services
based in Poulton-le-Fylde and with an office in Blackpool,
servicing a wide spread of clients on the Fylde coast and
throughout the North West. E T Knagg continues to
4
CBG Group plc
Chief Executive’s Review
“
We continue to seek growth through
considered acquisition, and the Group is
well equipped to create value from our
existing operations. 
”
70504 pre  17/3/07  06:49  Page 4 operate from its existing premises, further enhancing both
our geographical and client profiles in line with our plans
and expectations, but has otherwise been fully integrated
into CBG. David Mackie, one of the vendors and Managing
Director of E T Knagg, joined the Board of CBG Insurance
Brokers on completion. The total maximum consideration
payable to the vendors was £1,471,000. 
Across the Group, Insurance Broking, Financial Services,
Healthcare and Premium Finance are all benefiting from
the rapid integration and cross-selling activities emanating
from these acquisitions, whilst our Finance team has
quickly responded ensuring efficiencies are maximised 
and reporting systems for the Group are maintained to 
a high standard. 
Our acquisition appetite remains unaltered and remains
key to our growth strategy as a consolidator in the
industry. We are highly selective in the opportunities
available to us, as key to our decision process is the
strategic fit of the personnel into our operations. To
facilitate this objective the Group now has a dedicated
team to carry forward our acquisition programme, and
more importantly deliver the successful integration of
businesses into our Group.
Operations 
The acquisitions have been very important for the Group
for they have not only added critical mass to established
areas of the operation, but also enabled us to move
forward in the less mature area of healthcare. 
Our stated intent of producing a truly broad based 
client proposition is now in place, enabling focus and
specialisation in each trading sector with robust and
effective management to develop the synergies and sales
opportunities across the Group.
There are two core operating divisions, as follows: 
› CBG Insurance Brokers
This business is a provider of general insurance broking
services, augmented by our development of a more
broadly based client advisory proposition. The integration
of business risk management with the design and
implementation of insurance programmes allows 
CBG Insurance Brokers to offer a far more bespoke 
solution to its corporate clients.
The commercial general insurance continues to operate 
in a soft market, nonetheless the independent broker 
still represents the principal distribution channel into the
small to medium sized business market (SME’s). Insurers,
banks and building societies are looking to make 
inroads however and are likely to succeed at the lower, 
transactional end of this market. CBG’s strategy is focused
on increased mid-market business and developing efficient
processes to handle, at least cost, this transactional buyer
where technology will be a leading edge tool. CBG will
remain mindful of its advisory role, continuing to use the
service they provide for the client as the differentiator
from the direct channel.
CBG Insurance Brokers will continue to develop its position
as insurance advisors to the larger corporate businesses,
where our broad in-house resources bring proven benefits
and solutions to what can often be very complex requirements. 
Our Broking arm will continue to leverage its general
proposition by providing bespoke asset protection to the
high net worth individuals within its corporate clients and
the clients of the other CBG trading divisions.
We have dedicated resources in place to ensure we have
the right insurer and technology partners in place to
ensure our client proposition is first class, and is consistent
within our business. The 3 year deal with Allianz Cornhill,
as referred to in the Chairman’s Statement, is illustrative 
of our desire to form mutually beneficial long term
relationships with our chosen partners.  
› CBG Financial Services
CBG Financial Services offers a distinct service to its
corporate clients in areas such as key person, pension
consultancy and employee benefits with separate 
services to its private clients through effective wealth
management strategies. 
This year will see the development and delivery of 
an innovative flexible benefits proposition, using a 
market leading, comprehensive web-based benefits
communication solution that will enable employees 
to manage their own benefits within parameters defined 
by their employer. “ A” day, 6 April 2006, provided the
opportunity to further develop the SSAS and SIPP
5
Annual Report and Accounts 2006
0
200
400
600
800
1,000
1,200
06 05 04
534
640
1,209
Adjusted Profit before Tax (£000)
70504 pre  19/3/07  15:56  Page 5 propositions and this will continue to develop as the
legislation starts to settle down.
IT developments are in hand which will deliver
opportunities to further enhance our investment advice 
to clients as well as taking the lead in driving through the
implementation of sophisticated work flow management
leading to a near paperless office environment.
The acquisition of Spencer, Lavery & Associates Limited on
1 March 2006 led to the development of a distinct
Healthcare offering from CBG. Utilising current knowledge
and experience, different healthcare options specifically
tailored to the client are proposed.
The UK healthcare market is buoyant. Fuelled by factors
such as an increasingly health conscious population, an
ailing National Health Service and an absence culture in
the workplace, more and more employers are looking to
the healthcare market to deliver ways of safeguarding
their business and driving down costs. Standard Life
Healthcare research has revealed that one in two people
think that everyone should have made provision for all 
the Healthcare they need by the age of 30. New innovative
products are being developed by private medical insurers,
which are often a long way away from the traditional
model of healthcare and CBG is determined to be at the
vanguard of these developments by offering an integrated
healthcare programme for its client base delivering
positive and cost effective benefits across their business.
›  Supporting and additional activities:
We are also able to provide premium finance facilities 
as well as having a joint arrangement catering for the
requirements of sports professionals.
•  Exius 
The acquisition of Exius in March 2005 added a premium
finance capability to the Group’s offering. Exius provides
insurance premium finance to a significant percentage 
of CBG Insurance Brokers client base. It has provided our
clients with an in-house flexible facility that has proved 
to be popular as it enables them to spread premium
payments, typically over a 10-month cycle. This business
will continue to grow as our client base expands and our
turnover increases.
•  CBG Sports
On 13 July 2006, the Company announced the
establishment of CBG Sports Limited through a joint
arrangement with Kingsbridge Asset Management
Limited, a subsidiary of Formation Group plc. CBG Sports
will sell its general insurance services to the client base 
of Kingsbridge. Kingsbridge currently advises over 600 UK
based footballers, managers and coaching staff from 
the 92 professional football clubs. In addition to its
football clients, Kingsbridge also advises clients from 
other sports such as Rugby, Cricket, Golf and Racing.
Kingsbridge is an appointed representative of CBG 
Financial Services Limited.
We are excited by the early progress this business has
achieved, and the quality of client relationships already
established.
›  Sales and Marketing
The effective management of the prospect client database
is fundamental to the success of our organic growth
strategy and the integration of new opportunities brought
about by acquisition. The sales and marketing function
enables the maximisation of cross selling activity and
efficient use of client contact. It also allows CBG to 
achieve these key objectives and ensures that our client
proposition differentiates CBG from the competition.
Marketing literature and the integrated web site are
utilised by our sales and marketing team as we deliver
effective PR and brand awareness in the market place. 
6
CBG Group plc
Chief Executive’s Review (continued)
“
We are well structured and 
equipped to deliver increased value for
shareholders commensurate with an
expanding and successful Group. 
”
70504 pre  19/3/07  15:56  Page 6 ›  Finance & IT
A strong finance and IT function of the highest calibre
ensures our Group is run efficiently and profitably, and has
been further strengthened during 2006 to keep pace with
the growth of our business. Robust controls remain in
place, with focused monthly management information
produced in a timely manner allowing effective
performance management. Our centralised function 
also allows CBG to evaluate and manage its corporate
governance obligations effectively.
›  Compliance
Compliance is a significant obligation across the core areas
of the Group through the single regulatory body of the
Financial Services Authority (FSA). Accordingly, we ensure
uniformity across all areas of the business by applying in
depth knowledge of the regulatory obligations. CBG’s
commitments as an accredited Investor in People and the
requirements of the FSA link well in terms of Training 
and Competency.
Employees
The continuing growth of our business relies upon
attracting and retaining motivated and highly skilled
employees, with individual and Group success requiring
individuals to continue to develop themselves,
complimented by our own commitment to training. Our
Investors in People Accreditation (IIP) means a lot to us,
and we were delighted to see the review of our business
during 2006 once again confirming our status. 
The success of the Group is ultimately dependent on the
skill and dedication of its staff and I would like to thank 
all of our employees for their contribution and efforts
during the year. Their continued hard work is very much
recognised and valued by the Board.
Whilst Executive and Senior personnel have to date
qualified for our Enterprise Management Incentive
Scheme, it is our intention to recognise the contribution 
all members of our Group make to our business by
allowing eligible employees to participate in 2007. 
Financing
The Group’s day to day financing requirements are
satisfied by a £2,000,000 Revolving Credit Facility provided
by the Bank of Scotland. In addition, the Group has a long
term loan, also provided by the Bank of Scotland, which
amounted to £1,500,000 at 31 December 2006. 
The loans provided by the Group’s Premium Financier,
Exius, to the clients of CBG Insurance Brokers, are financed
from the above bank facilities and at the year end totalled
£3,540,000. The Company has entered into the banking
facilities and in turn, when required, provides funding to 
Exius, which at 31 December 2006 amounted to
£1,659,000. Exius has security over the insurance
premiums financed by clients and is generally always 
in a position to recoup any defaulted loans through the
cancellation of the underlying insurance policies.
The Group’s core trading activities, Insurance Broking 
and Financial Services, are cash generative. This cash
generation together with existing borrowing facilities
provides the resources for the Company to pursue its
acquisition strategy. 
International Accounting Standards
As an AIM listed company we will adopt IAS for our
financial statements for the year ending 31 December 2007.
Current trading
The year has started well, and whilst insurance premiums
remain soft and are forecast to continue through the year,
trading is in line with our expectations.
With the Group’s extensive services portfolio, we are able
to provide a comprehensive offering to a broad range of
clients that will ensure growth organically and through
strategic acquisition. We are particularly well equipped
and focused to exploit cross-selling opportunities across
our trading areas. 
We have objectives for 2007 which will further enhance
the performance of our business, and with strong
foundations in place we are well structured and equipped
to deliver increased value for shareholders commensurate
with an expanding and successful Group.
Robin Slinger
Chief Executive
5 March 2007 
7
Annual Report and Accounts 2006
0
1,000
2,000
3,000
4,000
5,000
06 05 04
2,372
2,914
5,152
Turnover (£000)
70504 pre  17/3/07  06:49  Page 7 The Directors have pleasure in presenting their report and the financial statements of the Group for the year ended 
31 December 2006.
Principal activities
The principal activity of the Group is that of an insurance broker and financial advisor, providing advice on insurance
cover, pensions and employee benefits to predominantly small and medium sized companies operating in the UK. 
The Group also provides a range of wealth management and personal high net worth insurances for company directors,
senior executives and business owners.
Results and dividend
The results for the year and future prospects are reviewed in the Chairman’s Statement and the Chief Executive’s Review
on pages 2 to 7.
The Directors are recommending the payment of a final dividend in respect of the year ended 31 December 2006 of 
0.5p per share (2005: £nil). A resolution concerning this matter is included in the Notice of Annual General Meeting on
pages 35 and 36. 
The Directors and their interests in shares of the Company
L A Turnbull, D Worsley, M G Lewis, M R Askew, R Slinger, S D Jackson and S J Mollekin were Directors throughout the year.
S Darcy was appointed an Executive Director on 22 February 2006. The Rt Hon Lord Pendry resigned as a Non-executive
Director on 7 July 2006. S D Jackson resigned as an Executive Director on 30 January 2007. L A Turnbull and M R Askew
retire by rotation and, being eligible, offer themselves for re-election. 
The Director’s interests in the shares of the Company were as follows:
1 January 2006 (or date 
31 December 2006 of appointment if later)
Beneficial Options Beneficial Options
Ordinary shares of 4p each
L A Turnbull 381,563 20,000 317,695 –
R Slinger 146,181 10,000 116,181 –
M R Askew 271,250 81,500 221,250 61,500
M G Lewis 214,509 81,500 206,250 61,500
S Darcy 325,203 10,000 325,203 –
S J Mollekin 120,366 50,000 36,585 40,000
D Worsley 397,586 41,500 362,786 41,500
Further details of shares options are given in note 21 to the financial statements.
There have been no changes in the above interests between 31 December 2006 and the date of this report.
The biographical details of the Directors
Laurie Turnbull, Non-Executive Chairman and chair of Remuneration Committee
Laurie, 57, educated in Glasgow, has a wealth of experience in a senior capacity in both public and private companies. 
First appointed to a plc board when he was 29 he has enjoyed a career as a CEO principally in manufacturing. For over 
10 years he was CEO of Texas Group Plc where he was active in numerous acquisitions and flotations. This Manchester
based venture capital company was instrumental in the formation and development of CBG in the years prior to its
flotation in November 2003. He is also Non-executive Chairman of Texas Holdings Limited, Executive Chairman of 
Medical Solutions plc, Non-executive Chairman of PenMc plc and a Non-executive Director of Formation Group plc. 
He is Chair of the Remuneration Committee and a member of the Audit Committee.
8
CBG Group plc
Directors’ Report
Year ended 31 December 2006
70504 pre  14/3/07  23:38  Page 8 Robin Slinger, Chief Executive
Robin is 53 and was a director of corporate banking for the National Westminster Bank plc until his retirement in 2004.
He joined the Board in October 2004 and took over the chair of the Remuneration Committee and was a member of the
Audit Committee. He became Chief Executive in August 2006. He is also a non-executive director of Medical Solutions Plc.
Michael Askew, Commercial & Deputy Chief Executive 
Mike is 46 and started his career with Sun Alliance in 1981. Initially concentrating on financial services he eventually set
up a financial services division for an independent broker before expanding his role to business development across all
sectors of the industry and being appointed managing director of the financial services division of that company. 
Together with Martin Lewis, he joined CBG in January 2001 as a founding director and is responsible for sales, customer
satisfaction and business development.
Martin Lewis, Technical 
Martin is 51 and his involvement in the insurance industry commenced with his role at Prudential as an account manager
in 1973. He has held a number of senior positions in the industry including managing customer services, sales and
marketing strategy, and the account management team. Martin was instrumental in founding CBG in January 2001 
and is responsible for marketing, supplier relationships, compliance and investor relations.
Stuart Mollekin, Finance 
Stuart, 46, has occupied senior financial positions in a number of private and public companies over the last twenty years,
principally in the manufacturing sector. He spent the first 18 years of his career with Perkins Engines and, aged 27, was
appointed Finance Director of the French operations of Perkins in Paris. He was Group Finance Director at L. Gardner
Group PLC until early 2001 after which he was Group Finance Director of Direct Message plc and then Executive Director
of Direct Message Group Limited. He is also Finance Director of Noble Investments (UK) plc and PenMc plc. 
Stephen Darcy, Insurance Broking Operations
Stephen, 50, joined the Board on 22 February 2006. He was the vendor of the Swinburne James companies which he
established in 1994 and built over the years to become one of the largest privately owned brokerages in the North West.
Stephen has extensive knowledge of the insurance industry and is a skilled practitioner who has acted as an expert
witness in industry litigation. He is Managing Director of CBG Insurance Brokers.
David Worsley, Non-executive Director and Chair of Audit Committee
David is 61 and joined the Company in 2003, as Executive Chairman, from Texas Holdings Limited, the venture capital
partner responsible for the initial investment in CBG. He continues to provide valuable skills and experience to the Board
as a Non-executive Director. He is Chair of the Audit Committee and a member of the Remuneration Committee. 
Directors’ responsibilities
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 the Group at the end of the year and of the profit or loss of the Group for the
year then ended. In preparing those financial statements, the Directors are required to select suitable accounting policies
and then apply them consistently; make judgements 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 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 Company and the Group and enable them to ensure that the financial statements comply
with the Companies Act 1985. The Directors are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and other irregularities.
9
Annual Report and Accounts 2006
70504 pre  14/3/07  23:38  Page 9 In so far as the Directors are aware:
● there is no relevant audit information of which the Company’s auditors are unaware; and
● the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit
information and to establish that the auditors are aware of that information.
Report on remuneration
The Remuneration Committee comprises at least two Non-executive Directors. During the period L A Turnbull, D Worsley
and R Slinger, prior to his appointment as Chief Executive, served on the Remuneration Committee.
The Committee periodically reviews the Directors’ remuneration packages to ensure that the Company can attract,
motivate and retain Directors of the necessary calibre and to reward them appropriately. The Committee meets not less
than twice a year.
The Executive Directors have service contracts with the Company which are terminable on 6 months notice by either
party. The Non-executive Directors have an appointment letter with the Company, terminable on 3 months notice by
either party. The remuneration of the Non-executive Directors is determined by the Board.
Full details of Directors’ remuneration and share options are given in note 5 to the financial statements.
Executive Director packages comprise a basic salary and other benefits. The Committee has regard to rates of pay 
for similar positions in comparable companies as well as internal factors such as performance. The objective of the
Company’s remuneration policy is to ensure that members of the executive management are provided with appropriate
incentives to encourage enhanced performance and are, in a fair and responsible manner, rewarded for their individual
contributions to the success of the Company.
The Executive Directors are eligible for share options under the Company’s share option scheme. The exercise of options
granted prior to 2006 under the share option scheme is not dependent on performance criteria. The options granted
during 2006 are dependent on the achievement of certain earnings per share criteria.
Audit Committee
The Audit Committee is appointed by the Board and must comprise a minimum of two members, including the 
Non-executive Directors. During the period D Worsley, L A Turnbull and R Slinger, prior to his appointment as Chief
Executive served on the Audit Committee. The Committee meets not less than twice a year.
The Audit Committee may examine any matters relating to the financial affairs of the Group. This includes reviews of 
the annual accounts and announcements, internal control procedures, accounting policies, compliance with accounting
standards, the appointment of external auditors and other such related functions as the Board may require.
Substantial shareholdings
The Company has been notified of the following interests representing 3% or more of the issued share capital of the
Company at the date of this report:
No. of ordinary % of issued
shares share capital
Texas Holdings Limited 1,150,503 10.47%
Britel Fund Nominees Limited 897,045 8.16%
Possfund Nominees Limited 707,955 6.44%
Michael McDonald 500,001 4.55%
David Worsley 397,586 3.62%
Laurence Turnbull 381,563 3.47%
Stephen Rees 354,096 3.22%
Stephen Jackson 347,171 3.16%
Michael Carpenter 347,171 3.16%
10
CBG Group plc
Directors’ Report (continued)
Year ended 31 December 2006
70504 pre  14/3/07  23:38  Page 10 Payment to suppliers
Group companies agree terms and conditions for their transactions with suppliers. Payment is then made, subject to 
the terms and conditions being met by the supplier. At 31 December 2006 the Company’s average payment period was 
43 days (2005: 39 days) of average purchases for the year.
Annual General Meeting
The Notice of the AGM of CBG Group plc to be held on 25 April 2007 and the resolutions to be proposed at the Meeting
are set out on pages 35 and 36 of this document. The following special business will be considered at the Meeting.
Resolution 6 increases the authorised share capital to £800,000. Resolution 7 seeks to renew the Directors’ authority
under Section 80 of the Companies Act 1985 to allot unissued share capital up to an aggregate nominal amount of
£146,567, which represents one third of the issued ordinary share capital as at 5 March 2007. The Directors are currently
empowered, pursuant to an ordinary resolution of the Company dated 10 May 2006, to allot unissued share capital up to
an aggregate nominal amount of £122,808. Resolution 8 grants the Directors the power to allot shares for cash without
first offering those shares pro-rata to existing shareholders up to an aggregate nominal amount of £43,970, representing
10 per cent of the Company’s issued ordinary share capital as at 5 March 2007.  The Directors are currently empowered,
pursuant to a special resolution of the Company dated 10 May 2006, to allot shares for cash up to an aggregate nominal
amount of £18,421. Resolution 9 grants the Company the power to make market purchases of its own shares under
Section 166 of the Companies Act 1985 up to 1,099,255 ordinary shares representing 10% of the Company’s issued
ordinary share capital as at 5 March 2007.
The Directors consider that it is in the best interests of the Company and its shareholders that they should have the
flexibility conferred by the above authorities to make small issues of shares, or purchase shares, for cash as suitable
opportunities arise. These authorities will expire at the earlier of 25 July 2008 and the conclusion of the AGM to be 
held in 2008. 
Auditors
CLB Coopers will be proposed for re-appointment in accordance with Section 385 of the Companies Act 1985.
Signed by order of the Board
M Hughes
Company Secretary
5 March 2007
11
Annual Report and Accounts 2006
70504 pre  14/3/07  23:38  Page 11 Application of the principles of good governance
The Group is committed to applying the highest principles of corporate governance commensurate with its size.
The Board
The Group is managed by a Board, consisting of a Non-executive Chairman, five Executive Directors and one 
Non-executive Director, who retain responsibility for the formulation of corporate strategy, approval of acquisitions,
divestments, capital expenditure and treasury policy. Given the size of the Company, the appointment of new Directors 
is a matter reserved for the Board as a whole rather than a separate Nomination Committee.
The Board meets regularly and has a schedule of matters specifically referred to it for decision. All Directors have access 
to advice from the Company Secretary and training is available for Directors as necessary.
The Board considers the Non-executive Directors to be independent.
Internal control
The Directors have overall responsibility for ensuring that the Group maintains a system of internal control to provide
them with reasonable assurance regarding effective and efficient operations, internal financial control and compliance
with laws and regulations. The risk management process and systems of internal control are designed to manage rather
than eliminate the risks of failure to achieve the Group’s strategic objectives. However, there are inherent limitations in
any system of internal control and accordingly even the most effective system can only provide reasonable and not
absolute assurance. The Board has reviewed the operation and effectiveness of the system of internal control in operation
during the year.
Individual companies are managed with a clearly defined responsibility for the operation of the businesses to meet
standards required by both the Group and appropriate regulatory authorities. In addition, annual plans and longer-term
overviews of objectives are prepared by each business management team and reviewed at minuted meetings attended 
by at least one Executive Director.
Individual business management is also responsible for assessing and minimising all business risks, supported by 
Group personnel able to provide specific assistance in matters relating to regulatory compliance, health and safety, and
quality systems.
Monthly accounts, including comparison with planned performance, together with key ratio analysis and working capital
information, are prepared in accordance with Group accounting policies and principles. They are reviewed by the Board 
to monitor overall performance and facilitate appropriate management intervention.
The Board confirms that it has established the procedures necessary to implement the guidance “Internal Control:
Guidance for Directors on the Combined Code”. The Board has considered the need for an internal audit function but
has concluded the size and complexity of the Group does not justify the expense at present. The need for an internal
audit function will continue to be reviewed periodically.
Relations with shareholders
The Board attaches great importance to maintaining good relationships with shareholders. The Board regards the Annual
General Meeting as an opportunity to communicate directly with investors, who are encouraged to participate.
12
CBG Group plc
Corporate Governance
70504 pre  14/3/07  23:38  Page 12 Compliance
In the opinion of the Directors, the Company has complied with the provisions of Section 1 of the combined code during
the year with the following exceptions:
● There are less than three Non-executive Directors on the Board (A3.2)
● There is no separate Nomination Committee (A4.1)
● The Non-executive Directors are not appointed for a specific term (A7.2) but are subject to retirement by rotation 
in accordance with the Company’s Articles of Association. Their re-election is therefore periodically approved by the
shareholders at the Annual General Meeting.
The Company has complied fully with the requirements of provision C1.2 of the Code (review of effectiveness of internal
control system) from the date of its flotation on the Alternative Investment Market.
Going concern
The Directors’ report, in connection with paragraph D1.3 of the Combined Code, that after making enquiries, they have a
reasonable expectation that the Company and the Group have adequate resources to continue in operational existence.
For this reason they continue to adopt the going concern basis in preparing the financial statements.
13
Annual Report and Accounts 2006
70504 pre  14/3/07  23:38  Page 13 Company registration number 4090588
The Board of Directors Laurence A Turnbull (Non-executive Chairman)
Robin Slinger (Chief Executive)
Michael R Askew (Commercial)
Martin G Lewis (Technical)
Stephen Darcy (Insurance Broking Operations)
Stuart J Mollekin (Finance)
David Worsley (Non-executive)
Company Secretary Martyn Hughes
Registered office Barton Hall
Hardy Street
Eccles
Manchester
M30 7NB
Auditors CLB Coopers
Chartered Accountants
Century House
11 St Peter’s Square
Manchester
M2 3DN
Registrars Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0LA
Solicitors Shammah Nicholls
St. Johns Court
78 Gartside Street
Manchester
M3 3EL
Bankers Bank of Scotland  
19-21 Spring Gardens  
Manchester
M2 8BR  
Nominated Advisor Zeus Capital Limited
3 Ralli Courts
West Riverside
Manchester
M3 5FT
Joint Brokers Zeus Capital Limited Hichens, Harrison & Co. plc
3 Ralli Courts Bell Court House 
West Riverside 11 Blomfield Street
Manchester London 
M3 5FT EC2M 1LB 
14
CBG Group plc
Officers and Professional Advisers
70504 pre  14/3/07  23:38  Page 14 We have audited the financial statements of CBG Group plc for the year ended 31 December 2006 on pages 16 to 20
which have been prepared on the basis of the accounting policies set out on pages 21 and 22.
This report is made solely to the Company’s shareholders, 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 shareholders 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 shareholders as a body, for our
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
The Directors’ responsibilities for preparing the Annual Report and the financial statements in accordance with applicable
law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in
the Statement of Directors’ Responsibilities on pages 9 and 10.
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 and Chairman’s
Statement is not consistent with the financial statements, if the Group 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 consider whether it is consistent with the audited
financial statements. This other information comprises only the Directors’ Report and the Chairman’s Statement. We
consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies
with the financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (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 judgements made by the
Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to 
the Group’s and Company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary
in order to provide us with sufficient evidence to give reasonable assurance that the financial statements 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 United Kingdom Generally Accepted
Accounting Practice, of the state of the Group’s and the Company’s affairs as at 31 December 2006 and of the
Group’s profit for the year then ended and have been properly prepared in accordance with the Companies Act 1985;
and
● the information given in the Directors’ Report and the Chairman’s Statement is consistent with the financial
statements.
CLB Coopers
Chartered Accountants & Registered Auditors
5 March 2007
Independent Auditors’ Report to the Shareholders
Year ended 31 December 2006
15
Annual Report and Accounts 2006
70504 pre  14/3/07  23:38  Page 15 2006 2005      
£000 £000 
Note Re-stated 
Turnover 2
Continuing operations 3,525 2,914
Acquisitions 1,627 –
5,152 2,914
Net operating expenses (4,135) (2,359)
Operating profit before goodwill amortisation and share option charges 1,307 687
Goodwill amortisation (265) (124)
Share option charge (25) (8)
Operating profit 3
Continuing operations 669 555
Acquisitions 348 –
1,017 555
Interest receivable 30 37
Interestpayable 6 (128) (84)
Profit on ordinary activities before taxation 919 508
Tax on profit on ordinary activities 7 (312) (164)
Retained profit for the financial year 8 607 344
Earnings per share – basic 9 6.32p 4.12p
Earnings per share – diluted 9 5.59p 3.61p
The Group has no recognised gains or losses other than the results for the year as set out above.
All of the activities of the Group are classed as continuing.
16
CBG Group plc
Group Profit and Loss Account
Year ended 31 December 2006
70504 pre  14/3/07  23:38  Page 16 2006 2005      
Note £000 £000 
Fixed assets
Intangible assets 10 5,915 2,212
Tangible assets 11 290 84
6,205 2,296
Current assets
Debtors 13 5,819 3,795
Cash at bank 863 1,101
6,682 4,896
Creditors: Amounts falling due within one year 14 (5,006) (4,424)
Net current assets 1,676 472
Total assets less current liabilities 7,881 2,768
Creditors: Amounts falling due after more than one year 15 (2,935) (179)
Provisions for liabilities and charges
Deferred taxation 17 (23) (3)
4,923 2,586
Capital and reserves
Called-up equity share capital 21 440 349
Share premium account 22 2,719 1,335
Equity reserve 22 230 –
Profit and loss account 22 1,534 902
Equity shareholders’ funds 23 4,923 2,586
These financial statements were approved by the Directors on 5 March 2007 and are signed on their behalf by:
S J Mollekin
Finance Director
Group Balance Sheet
31 December 2006
17
Annual Report and Accounts 2006
70504 pre  14/3/07  23:38  Page 17 2006 2005      
Note £000 £000 
Fixed assets
Intangible assets 10 76 81
Investments 12 5,161 1,948
5,237 2,029
Current assets
Debtors 13 2,389 1,067
Cash at bank 232 9
2,621 1,076
Creditors: Amounts falling due within one year 14 (1,322) (1,064)
Net current assets 1,299 12
Total assets less current liabilities 6,536 2,041
Creditors: Amounts falling due after more than one year 15 (2,933) (175)
Provisions for liabilities and charges
Deferred taxation 17 3 –
3,606 1,866
Capital and reserves
Called-up equity share capital 21 440 349
Share premium account 22 2,719 1,335
Equity reserve 22 230 –
Profit and loss account 22 217 182
Equity shareholders’ funds 3,606 1,866
These financial statements were approved by the Directors on 5 March 2007 and are signed on their behalf by:
S J Mollekin
Finance Director
18
CBG Group plc
Balance Sheet
31 December 2006
70504 pre  14/3/07  23:38  Page 18 2006 2005      
Note £000 £000 
Net cash inflow/(outflow) from operating activities 340 (293)
Returns on investments and servicing of finance
Interest received 30 37
Interest paid (144) (73)
Net cash outflow from returns on investments and servicing of finance (114) (36)
Taxation (406) (184)
Capital expenditure
Payments to acquire tangible fixed assets (108) (39)
Sale of tangible fixed assets 21 –
Net cash outflow from capital expenditure (87) (39)
Acquisitions 
Purchase of subsidiary undertakings (919) (80) 
Deferred consideration paid (80) (120) 
Net cash acquired with subsidiaries 164 43
Net cash outflow from acquisitions 24 (835) (157)
Cash outflow before financing (1,102) (709)
Financing
Issue of new ordinary shares (net of expenses) 441 –
Receipt of bank loans 2,357 1,070
Receipt of other loans 285 –
Repayment of bank loans (1,600) (2)
Repayment of other loans (598) –
Repayment of hire purchase obligations (21) –
Net cash inflow from financing 24 864 1,068
(Decrease)/increase in cash (238) 359
Group Cash Flow Statement
Year ended 31 December 2006
19
Annual Report and Accounts 2006
70504 pre  14/3/07  23:38  Page 19 Reconciliation of operating profit to net cash inflow/(outflow) from operating activities
2006 2005      
£000 £000 
Re-stated 
Operating profit 1,021 555
Amortisation 261 124
Depreciation 87 89
Share option charge 25 8
Increase in debtors (718) (976)
Decrease in creditors (336) (93)
Net cash inflow/(outflow) from operating activities 340 (293)
Reconciliation of net cash flow to movement in net debt
2006 2005 
£000 £000 
(Decrease)/increase in cash in the period (238) 359
Net cash inflow from increase in debt (423) (1,068)
Change in net debt resulting from cash flows (661) (709)
Loans acquired with subsidiary undertakings (233) (820)
Hire purchase obligations acquired with subsidiaries (23) –
Change in net debt (917) (1,529)
Net (debt)/funds at 1 January (795) 734
Net debt at 31 December (1,712) (795)
Analysis of changes in net debt
At At
1 Jan 2006 Cash flows Acquisitions 31 Dec 2006
£000 £000 £000 £000 
Net cash:
Cash in hand and at bank 1,101 (238) – 863
Overdrafts – – – –
1,101 (238) – 863
Debt:  
Debt due within 1 year (1,892) 1,679 (256) (469)
Debt due after 1 year (4) (2,102) – (2,106)
(1,896) (423) (256) (2,575)
Net debt (795) (661) (256) (1,712)
20
CBG Group plc
Group Cash Flow Statement (continued)
Year ended 31 December 2006
70504 pre  14/3/07  23:38  Page 20 1. Accounting policies
Basis of accounting
The financial statements have been prepared under the historical cost convention, and in accordance with applicable
accounting standards.
Change in accounting policy 
In preparing the financial statements for the current year, the Group has adopted the following Financial Reporting
Standard:
FRS 20 Share-Based Payment (IFRS 2)
The adoption of FRS 20 Share-Based Payment (IFRS 2) requires the recognition of equity-settled share-based
payments at fair value at the date of the grant and the recognition of liabilities for cash-settled share-based
payments at the current fair value at each balance sheet date. Prior to the adoption of FRS 20, the Group did not
recognise the financial effect of share-based payments until such payments were settled.
In accordance with the transitional provisions of FRS 20, the Standard has been applied retrospectively to all grants 
of equity instruments after 7 November 2002 that were unvested as of 1 January 2005.
For year ended 31 December 2005, the change in accounting policy has resulted in a net decrease in the profit for the
year of £8,000. The related credit is reflected in the profit and loss reserve and therefore the net effect on the balance
sheets at 1 January 2005 is £nil. 
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all Group
undertakings. These are adjusted, where appropriate, to conform to Group accounting policies. Acquisitions are
accounted for under the acquisition method and goodwill on consolidation is capitalised and written off in
accordance with the Goodwill accounting policy. The results of companies acquired or disposed of are included 
in the Group profit and loss account after or up to the date that control passes respectively. As a consolidated 
Group profit and loss account is published, a separate profit and loss account for the parent company is omitted
from the Group financial statements by virtue of section 230 of the Companies Act 1985.
Turnover
The turnover shown in the Group profit and loss account represents commissions received on insurance policies 
taken out by clients, with income being recognised on policy inception and from commissions received from
independent financial services taken out by clients. Commissions are recognised in the accounts when, in the
opinion of the Directors, the likelihood of receipt is determined with a reasonable amount of certainty. Amounts
recognised in the accounts in advance of invoicing are recorded in debtors as accrued income.
Goodwill
Goodwill acquired on the acquisition of subsidiary undertakings is to be written off in equal annual instalments 
over its estimated useful life. The estimated useful life is deemed to be 20 years.
Depreciation
Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful
economic life of that asset as follows:
Fixtures, fittings and equipment – 25% reducing balance and 10%-33% straight line.
Notes to the Financial Statements
Year ended 31 December 2006
21
Annual Report and Accounts 2006
70504 notes  14/3/07  23:42  Page 21 Finance lease agreements
Where the Company enters into a lease which entails taking substantially all the risks and rewards of ownership of
an asset, the lease is treated as a finance lease. The asset is recorded in the balance sheet as a tangible fixed asset
and is depreciated in accordance with the above depreciation policies. Future instalments under such leases, net of
finance charges, are included with creditors. Rentals payable are apportioned between the finance element, which 
is charged to the Group profit and loss account on a straight line basis, and the capital element which reduces the
outstanding obligation for future instalments.
Operating lease agreements
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with 
the lessor are charged against profits on a straight line basis over the period of the lease.
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 have occurred at that date that will result in an obligation to pay more, 
or a right to pay less or to receive more tax, with the following exception:
Deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not
that there will be suitable taxable profits from which the future reversal of the underlying timing differences can 
be deducted.
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in
which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance 
sheet date.
Pension costs
The Group operates a number of defined contribution pension schemes for certain employees. The assets of the
schemes are held separately from those of the Group. The annual contributions payable are charged to the Group
profit and loss account.
Investments
Investments are stated at cost less amounts written off.
Share-based payments policy
The Group issues equity-settled share-based payments to certain employees (including Directors). Equity-settled
share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date 
of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, together
with a corresponding increase in equity, based upon the Group’s estimate of the shares that will eventually vest.
Fair value is measured using the Black-Scholes pricing model. The expected life used in the model has been 
adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations.
Where the terms of an equity-settled transaction are modified, as a minimum an expense is recognised as if the
terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction 
as a result of the modification, as measured at the date of modification.
Where an equity-settled transaction is cancelled, it is treated as if it had vested on the date of the cancellation, 
and any expense not yet recognised for the transaction is recognised immediately. However, if a new transaction is
substituted for the cancelled transaction, and designated as a replacement transaction on the date that it is granted,
the cancelled and new transactions are treated as if they were a modification of the original transaction, as
described in the previous paragraph.
22
CBG Group plc
Notes to the Financial Statements (continued)
Year ended 31 December 2006
70504 notes  14/3/07  23:42  Page 22 2. Turnover
The turnover and profit before tax are attributable to the principal activity of the Group wholly undertaken in the
United Kingdom.
3. Operating profit
Operating profit is stated after charging:
2006 2005 
£000 £000 
Re-stated
Amortisation 265 124
Depreciation of owned fixed assets 87 89
Auditor’s remuneration
– as auditor 30 25
– for acquisition related services 32 –
– for taxation advice 11
Operating lease costs:
– Land and buildings 121 45
– Plant and equipment 33 –
Share option charge 25 8
The restatement of comparative figures in respect of share option charges is explained in note 1.
4. Particulars of employees
The average number of staff employed by the Group during the financial year amounted to:
2006 2005 
No No 
Management and administration staff 30 14
Sales staff 63 28
93 42
The aggregate payroll costs of the above were:
2006 2005 
£000 £000 
Wages and salaries 2,217 1,228
Social security costs 233 136
Other pension costs 97 71
2,547 1,435
23
Annual Report and Accounts 2006
70504 notes  14/3/07  23:42  Page 23 5. Directors’ emoluments
The Directors’ aggregate emoluments in respect of qualifying services were:
Salary and Benefits Pension 2006 2005 
Fees in kind Paid £000 £000 
Executive
R Slinger 32 – – 32 15
M R Askew 75 1 8 84 73
M G Lewis 75 2 8 85 73
S Darcy 62 1 6 69 –
S J Mollekin 65 1 18 84 44
S D Jackson * 62 – 6 68 59
Non-executive
L A Turnbull 10 – – 10 8
D Worsley 15 – – 15 15
Lord T Pendry 7 – – 7 12
403 5 46 454 299
* Stephen Jackson is remunerated by CBG Financial Services Limited.
The number of Directors who accrued benefits under defined contribution pension schemes was as follows:
2006 2005 
No No 
Defined contribution schemes 5 4
The interests of the Directors in share options were as follows:
No. of Exercise
ordinary Price per
shares under ordinary
Name option share Exercise period
R Slinger 10,000 65p From May 2009 to May 2016
M R Askew 37,500 36p From October 2006 to October 2013
4,000 39.5p From March 2007 to March 2014
20,000 35.5p From May 2008 to May 2015
20,000 65p From May 2009 to May 2016
M G Lewis 37,500 36p From October 2006 to October 2013
4,000 39.5p From March 2007 to March 2014
20,000 35.5p From May 2008 to May 2015
20,000 65p From May 2009 to May 2016
S Darcy 10,000 65p From May 2009 to May 2016
S J Mollekin 40,000 35.5p From May 2008 to May 2015
10,000 65p From May 2009 to May 2016
L A Turnbull 20,000 65p From May 2009 to May 2016
D Worsley 37,500 36p From October 2005 to October 2013
4,000 39.5p From March 2007 to March 2014
294,500
The market price of the shares at 31 December 2006 was 131.5p (2005: 48p) and the high low market prices during
the period were 132.5p and 48.5p.
S D Jackson, who resigned as a Director on 30 January 2007, waived his right to exercise a total of 30,000 options
previously granted to him.
24
CBG Group plc
Notes to the Financial Statements (continued)
Year ended 31 December 2006
70504 notes  14/3/07  23:42  Page 24 6. Interest payable and similar charges
2006 2005 
£000 £000 
Interest and other similar charges payable on bank borrowings 126 84
Hire purchase interest 2 –
128 84
7. Taxation on ordinary activities
(a) Analysis of charge in the year
2006 2005 
£000 £000 
Current tax:
In respect of the year:
UK Corporation tax based on the results for the year at 30% (2005: 30%) 292 191
Over provision in prior year – (11)
Total current tax 292 180
Deferred tax:
Origination and reversal of timing differences 20 (16)
Tax on profit on ordinary activities 312 164
(b) Factors affecting current tax charge
The tax assessed on the profit on ordinary activities for the year is the same as the standard rate of corporation tax in
the UK of 30% (2005: 30%).
2006 2005 
£000 £000 
Re-stated
Profit on ordinary activities before taxation 919 508
Profit on ordinary activities by rate of tax 276 152
Expenses not deductible for tax purposes 91 46
Utilisation of tax losses (57) –
Over provision in prior year – (11)
Capital allowances (more)/less than depreciation (21) 14
Other timing differences 22 –
Difference in tax rates (19) (21)
Total current tax (note 7(a)) 292 180
8. Profit for the financial year
The Company has taken advantage of section 230 of the Companies Act 1985 and has not included its own 
profit and loss account in these financial statements. The Company’s profit for the financial year was £10,000 
(2005: £37,000).
The Company proposes to pay a final dividend of 0.5p per share on 11 May 2007 to shareholders on the register 
on 13 April 2007. 
25
Annual Report and Accounts 2006
70504 notes  14/3/07  23:42  Page 25 9. Earnings per share
The calculation of basic earnings per share for the year ended 31 December 2006 is based on the profit attributable
to ordinary shareholders of £607,000 (2005: £344,000) divided by the weighted average number of shares in issue 
of 9,601,200 (2005: 8,349,288). 
The adjusted earnings per share is based on the profit attributable to ordinary shareholders, after adding back
goodwill amortisation, share option charges and reflecting an ongoing tax charge, as follows:
2006 2005
£000 Pence £000 Pence 
Profit retained for the year 607 6.32 344 4.12
Goodwill amortisation 265 2.76 124 1.48
Share option charge 25 0.26 80.10
Adjustment to reflect an ongoing tax charge of 30% (51) (0.53) (28) (0.33)
Adjusted earnings per share 846 8.81 448 5.37
Diluted adjusted earnings per share 846 7.79 448 4.70
At 31 December 2006, there were 481,000 (2005: 295,500) share options in issue of which 190,997 (2005: 22,543)
were dilutive potential ordinary shares on average during the year. There were also 436,484 (2005: 1,493,970) shares
to be issued in respect of deferred consideration for acquisitions made during or prior to the current year of which
1,062,763 (2005: 1,166,697) were dilutive potential ordinary shares on average during the year. At 31 December
2006, there were therefore a total of 1,253,760 (2005: 1,189,240) dilutive potential ordinary shares on average during
the year.
10. Intangible fixed assets
Goodwill Group Company
£000 £000
Cost
At 1 January 2006        2,521 94
Additions (note 12)          3,968 –
At 31 December 2006 6,489 94
Amortisation
At 1 January 2006        309 13
Charge for the year 265 5
At 31 December 2006 574 18
Net book value
At 31 December 2006 5,915 76
At 31 December 2005 2,212 81
26
CBG Group plc
Notes to the Financial Statements (continued)
Year ended 31 December 2006
70504 notes  17/3/07  07:36  Page 26 11. Tangible fixed assets
Group Fixtures, fittings &
equipment
£000 
Cost
At 1 January 2006 321
Additions    126
Disposals (44)
Acquisition of subsidiaries          188
At 31 December 2006 591
Depreciation
At 1 January 2006    237
Charge for the year 87
Disposals (23)
At 31 December 2006 301
Net book value
At 31 December 2006 290
At 31 December 2005 84
Capital commitments
There were no material capital commitments in either the Company or the Group at the balance sheets dates.
12. Investments
Company Total
£000 
Cost
At 1 January 2006 1,948
Additions 3,213
At 31 December 2006 5,161
Net book value
At 31 December 2006 5,161
At 31 December 2005 1,948
During the year, Company acquired the whole of the issued share capital and voting rights of the following companies:
22 February 2006 Everfirst Services Limited and subsidiary companies, upon which date Stephen Darcy was
appointed a Director of CBG Group plc
1 March 2006 Spencer, Lavery and Associates Limited
9 July 2006 E T Knagg Group Limited and subsidiary company
27
Annual Report and Accounts 2006
70504 notes  19/3/07  16:01  Page 27
  12. Investments (continued)
The acquisitions may be summarised as follows:
Spencer
Everfirst Lavery & E T Knagg
Services Associates Group
Limited Limited Limited Total
£000 £000 £000 £000
Fixed assets 78 1 109 188
Debtors 645 35 526 1,206
Bank and cash in hand (22) 86 100 164
Creditors:
Trade creditors, accruals etc (1,245) (48) (770) (2,063)
Bank and other loans – – (233) (233)
Hire purchase obligations (12) – (5) (17)
Net (liabilities)/assets acquired (556) 74 (273) (755)
Goodwill 1,801 650 1,517 3,968
Consideration 1,245 724 1,244 3,213
Comprising:
Cash 263 308 196 767
Amounts recoverable – – (100) (100)
Shares issued 200 75 380 655
Shares to be issued 230 – – 230
Deferred consideration:
Shares 100 – – 100
Cash or shares 400 320 689 1,409
Acquisition costs 52 21 79 152
1,245 724 1,244 3,213
Assets and liabilities are stated at book values which are equivalent to their fair values.
The Group results of the companies acquired prior to acquisition were as follows:
Everfirst Services Limited
1 July 2005 15 months
to 22 February to 30 June
2006 2005
£000 £000
Turnover 800 1,569
Operating (loss)/profit (155) 45
(Loss)/profit before tax (158) 39
(Loss)/profit after tax (158) 5
28
CBG Group plc
Notes to the Financial Statements (continued)
Year ended 31 December 2006
70504 notes  17/3/07  07:18  Page 28 12. Investments (continued)
Spencer, Lavery & Associates Limited Year ended Year ended
28 February 28 February
2006 2005
£000 £000
Turnover 251 261
Operating profit 117 119
Profit before tax 122 124
Profit after tax 99 101
E T Knagg Group Limited 1 October Year ended
2005 to 30 September
9 July 2006 2005
£000 £000
Turnover 747 993
Operating loss (307) (93)
Loss before tax (314) (97)
Loss after tax (314) (86)
At 31 December 2006 the Company was the beneficial owner of the entire issued share capital and controlled all the
votes of the following subsidiaries, all of which are registered and operate in England and Wales.
Principal activity % held by Company
CBG Insurance Brokers Limited General insurance brokers 100
CBG Financial Services Limited 
(formerly CBG Carpenter Rees Jackson Limited) Financial Adviser 100
Exius Limited Provider of premium finance 100
CBG Spencer Lavery Healthcare Limited Dormant 100
CBG Financial Management Limited Dormant 100
BCH Insurance Brokers Limited Dormant 100
Community Broking Group Limited Dormant –
Cloughley Insurances Services Limited Dormant 100
CRJ Trustees Limited Dormant –
Everfirst Services Limited In liquidation 100
Swinburne James Limited In liquidation –
Swinburne James FS Limited In liquidation –
Darcy Burke FS Limited In liquidation –
E T Knagg Group Limited In liquidation 100
E T Knagg & Co Limited In liquidation –
Since 1 January 2006, it has been the Group’s policy to liquidate companies acquired once their trades have been
successfully transferred into the Group’s existing operating structure.
At 31 December 2006 the Company was the beneficial owner of 50% of the issued share capital of the following
company, registered and operating in England and Wales.
Principal activity
CBG Sports Limited Insurance brokers to professional athletes
The Group share of turnover, profits and net assets of CBG Sports Limited is not material to the Group and therefore
financial information relating to that company is not disclosed separately.
In the opinion of the Directors, the aggregate value of the Company’s investment in the subsidiary undertakings 
is not less than the amount included in the balance sheet.
29
Annual Report and Accounts 2006
70504 notes  14/3/07  23:42  Page 29 13. Debtors
Group Company
2006 2005 2006 2005 
£000 £000 £000 £000 
Trade debtors 5,338 3,685 – 1
Amounts owed by Group undertakings – – 2,244 1,060
Other debtors 47 7 35 –
Prepayments and accrued income 434 103 110 6
5,819 3,795 2,389 1,067
14. Creditors: Amounts falling due within one year
Group Company
2006 2005 2006 2005 
£000 £000 £000 £000 
Amounts due under revolving loan facility – 500 – –
Bank loans and overdrafts 240 1,392 238 –
Other loans 227 – 167 –
Hire purchase obligations 2 – – –
Trade creditors 3,299 1,837 29 15
Deferred consideration 680 284 680 284
Amounts owed to Group undertakings – – 156 735
Corporation tax 122 191 13 11
Taxes and social security costs 84 32 – –
Accruals and deferred income 352 188 39 19
5,006 4,424 1,322 1,064
The deferred consideration is the amount, in the opinion of the Directors, of additional consideration that will be
paid in cash or satisfied by the issue of shares in respect of acquisitions previously made. 
The bank borrowings are secured by a fixed and floating charge over the assets of the Company and its subsidiary
undertakings.
15. Creditors: Amounts falling due after more than one year
Group Company
2006 2005 2006 2005 
£000 £000 £000 £000 
Bank loans and overdrafts 2,068 4 2,066 –
Other loans 38 – 38 –
Deferred consideration 829 175 829 175
2,935 179 2,933 175
The deferred consideration is the amount, in the opinion of the Directors, of additional consideration that will be
paid in cash or satisfied by the issue of shares in respect of acquisitions previously made. 
The bank borrowings are secured by a fixed and floating charge over the assets of the Company and its subsidiary
undertakings.
30
CBG Group plc
Notes to the Financial Statements (continued)
Year ended 31 December 2006
70504 notes  14/3/07  23:42  Page 30 16. Creditors – maturity of debt
Creditors include finance capital which is due for repayment as follows:
Group Bank Other Hire Bank Other Hire
loans loans purchase loans loans purchase
obligations obligations
2006 2006 2006 2005 2005 2005 
£000 £000 £000 £000 £000 £000 
Amounts repayable:
Within one year 240 227 2 1,392 500 –
Within one - two years 142 38 – 2 – –
Within two - five years 1,926 – – 2––
2,308 265 2 1,396 500 –
Company Bank Other Bank Other 
loans loans loans loans
2006 2006 2005 2005 
£000 £000 £000 £000 
Amounts repayable:
Within one year 238 167 ––
Within one - two years 140 38 ––
Within two - five years 1,926 – ––
2,304 205 ––
17. Deferred taxation
The movement in the deferred taxation provision during the year was:
Group Company
2006 2005 2006 2005 
£000 £000 £000 £000 
Provision brought forward 3 19 – –
Increase/(decrease) in provision 20 (16) (3) –
Provision carried forward 23 3 (3) –
The deferred tax provision represents accelerated capital allowances.
31
Annual Report and Accounts 2006
70504 notes  14/3/07  23:42  Page 31 18. Treasury operations and financial instruments
The Group’s treasury activities are designed to provide suitable, flexible funding arrangements to satisfy the Group’s
requirements. The Group uses financial instruments comprising borrowings, cash liquid resources and items such 
as trade debtors and creditors that arise directly from its operations. The main risks arising from Group financial
instruments are interest rate and liquidity risks. The Board reviews policies for managing these risks.
There is no material difference between the fair values and book values of the Group’s financial instruments.
The Group operates a treasury function which is responsible for managing the liquidity, interest and foreign currency
risks associated with the Group’s activities.
The Group’s principal financial instruments include bank overdrafts and loans, the main purpose of which is to raise
finance for the Group’s operations. In addition, the Group has various other financial assets and liabilities such as
trade debtors and trade creditors arising directly from operations. In accordance with the Group’s treasury policy,
derivative instruments are not entered into for speculative purposes.
Liquidity risk
The Group manages its cash and borrowing requirements in order to maximise interest income and minimise
interest expense, whilst ensuring the Group has sufficient liquid resources to meet the operating needs of 
the business.
Interest rate risk
The Group is exposed to interest rate risk on its variable rate borrowings and cash flow interest rate risk on bank
overdrafts and loans. 
Foreign currency risk
The Group has little exposure arising from trading with overseas companies. The Group policy permits but does 
not demand that these exposures may be hedged in order to fix the cost in sterling. 
Credit risk
Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies
which must fulfil credit rating criteria approved by the Board.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are
reviewed on a regular basis and provision is made for doubtful debts when necessary.
19. Commitments under operating leases
At 31 December 2006 the Group had annual commitments under non-cancellable operating leases as set out below.
Land and buildings Plant and equipment
2006 2005 2006 2005 
£000 £000 £000 £000 
Operating leases which expire:
Within one year 13 – 9 –
Between two to five years 15 – 10 –
After more than 5 years 78 45 – –
106 45 19 –
32
CBG Group plc
Notes to the Financial Statements (continued)
Year ended 31 December 2006
70504 notes  14/3/07  23:42  Page 32 20. Related party transactions
Transactions with Texas Holdings Limited, a substantial shareholder in the Company: 
A subsidiary of the Company, CBG Insurance Brokers Limited, is party to a lease from Texas Group plc, a subsidiary 
of Texas Holdings Limited, for part of its Barton Hall premises. The lease, which commenced on 1 January 2005,
is for a period of 15 years at an initial rent of £45,000 per annum. In addition to this, CBG Insurance Brokers Limited
has incurred service charges levied by Texas Group plc amounting to £27,000. At 31 December 2006, CBG Insurance
Brokers Limited owed Texas Group plc £37,496 (2005: £nil).
A subsidiary of the Company, CBG Financial Services Limited, has paid rent during the year of £33,200 for part of its
Barton Hall premises, to Texas Group plc, a subsidiary of Texas Holdings Limited. A formal lease is currently being
negotiated. At 31 December 2006, CBG Financial Services Limited owed Texas Group plc £3,251 (2005: £nil).
During the year a subsidiary of the Company, Exius Limited, repaid the outstanding amount of £500,000 on a revolving
loan facility to Texas Holdings Limited. Interest charges of approximately £20,000 were waived upon repayment.
A fee of £15,000 was paid by Texas Holdings Limited to the Company in respect of investments advice. 
21. Share capital
Authorised share capital:
2006 2005 
£000 £000 
12,500,000 Ordinary shares of £0.04 each 500 500
Allotted, called up and fully paid:
2006 2005 
No £000 No £000 
Ordinary shares of £0.04 each 10,992,548 440 8,736,443 349
On 22 February 2006 the Company allotted 325,203 ordinary shares of 4p each for a total value of £200,000 as part
of the initial consideration for the acquisition of Everfirst Services Limited.
On 1 March 2006 the Company allotted 120,000 ordinary shares of 4p each for a total value of £75,000 as part of 
the initial consideration for the acquisition of Spencer, Lavery & Associates Limited.
On 21 March 2006 the Company allotted 28,986 ordinary shares of 4p each for a total value of £20,000 as part of 
the deferred consideration for the acquisition of Cloughley Insurance Services Limited.
On 9 July 2006 the Company allotted 447,059 ordinary shares of 4p each for a total value of £380,000 as part of 
the initial consideration for the acquisition of E T Knagg Group Limited.
On 16 August 2006 the Company allotted 448,029 ordinary shares of 4p each for a total value of £184,812 as the
final deferred consideration for the acquisition of Carpenter Rees Jackson Limited.
On 15 November 2006 the Company allotted 460,000 ordinary shares of 4p each for a total cash value of £469,200.
On 11 December 2006 the Company allotted 426,828 ordinary shares of 4p each for a total value of £175,000 as the
deferred consideration for the acquisition of Exius Limited.
33
Annual Report and Accounts 2006
70504 notes  14/3/07  23:42  Page 33 21. Share capital (continued)
The following ordinary share options have been granted to date:
Number of 
Date of grant Option price shares Exercisable between
28 October 2003 36p 112,500 October 2005 to October 2013
17 March 2004 39.5p 33,000 March 2007 to March 2014
9 May 2005 35.5p 150,000 May 2008 to May 2015
2 May 2006 65p 174,000 May 2009 to May 2016
21 September 2006 101.5p 11,500 September 2009 to September 2016 
At 1 January 2006 at total of 295,500 options were outstanding and during the year a total of 185,500 options were
granted, no options were exercised which left a total of 481,000 options outstanding at 31 December 2006.
On 30 January 2007, options over 30,000 shares were waived.
22. Reserves
Group Company
Share Equity Profitand Share Equity Profitand
premium reserve loss premium reserve loss
account account account account
£000 £000 £000 £000 £000 £000 
Balance brought forward 1,335 – 902 1,335 – 182
Retained profit for the year – – 607 – – 10
Issue of ordinary shares 1,384 – – 1,384 –  –
Share option charge – – 25 – – 25
Deferred consideration – 230 – – 230 –
Balance carried forward 2,719 230 1,534 2,719 230 217
23. Reconciliation of movements in shareholders’ funds
2006 2005 
£000 £000 
Re-stated
Profit for the financial year 607 344
New equity share capital subscribed 91 30
Premium on new share capital subscribed 1,384 280
Shares to be issued 230 –
Share option charge 25 8
Net addition to shareholders’ funds 2,337 662
Opening shareholders’ funds 2,586 1,924
Closing shareholders’ funds 4,923 2,586
34
CBG Group plc
Notes to the Financial Statements
Year ended 31 December 2006
70504 notes  17/3/07  07:40  Page 34 Shareholder’s notes
35
Annual Report and Accounts 2006
70504 notes  14/3/07  23:42  Page 35 36
CBG Group plc
Shareholder’s notes
70504 notes  14/3/07  23:42  Page 36 Notice is given that the annual general meeting of CBG Group plc will be held at the Company’s registered office, 
Barton Hall, Hardy Street, Eccles, Manchester, M30 7NB on Wednesday 25 April 2007 at 12.30 pm for the following purposes:
Ordinary Business
To consider and if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:
1. To receive and adopt the Company’s annual report and audited financial statements for the financial year ended 
31 December 2006.
2. To reappoint L A Turnbull, who retires by rotation, as a Director of the Company.
3. To reappoint M R Askew, who retires by rotation, as a Director of the Company.
4. To reappoint CLB Coopers as auditors to hold office from the conclusion of the meeting to the conclusion of the next
meeting at which the accounts are laid before the Company at remuneration to be determined by the Directors.
5. To approve a final dividend of 0.5 pence per share for the financial year ended 31 December 2006.
Special Business
To consider and if thought fit, to pass the resolutions set out below which, in the case of resolutions 6 and 7 will be
proposed as ordinary resolutions and in the case of resolutions 8 and 9 will be proposed as special resolutions:
6. That the authorised share capital of the Company be and is hereby increased from £500,000 to £800,000 by the
creation of an additional 7,500,000 ordinary shares of 4p each.
To consider and if thought fit to pass the following resolution as an ordinary resolution:
7. That, subject to the passing of resolution 6 above, that the Directors be and are hereby generally and unconditionally
authorised 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) and subject to such terms as the Directors may
determine. The maximum aggregate nominal amount of relevant securities which may be allotted pursuant to this
authority shall be £146,567, representing one third of the nominal value of the share capital of the Company in issue
at the date of this notice. The authority hereby conferred shall expire on the date which is 15 months after the date
on which this resolution is passed, or if earlier, at the Annual General Meeting of the Company to be held in 2008
unless previously renewed, varied or revoked by the Company in general meeting save that the Company may before
such expiry make an offer or agreement which would or might require relevant securities to be allotted after such
expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the authority
conferred hereby had not expired. This authority shall be in substitution for and supersede and revoke any earlier
such authority conferred on the Directors.
To consider and if thought fit pass the following resolution as a special resolution:
8. That, subject to the passing of resolutions 6 and 7 above, the Directors be and are hereby empowered pursuant to
Section 95 (1) of the Act to allot equity securities (within the meaning of Section 94 (2) of the Act) for cash pursuant
to the authority conferred by resolution 6 above as if Section 89 (1) of the Act did not apply to any such allotment,
save that the Directors shall be entitled to make at any time prior to the expiry of the power hereby conferred any
offer or agreement which would or might require equity securities to be allotted after the expiry, provided that such
power be limited to:
Notice of Annual General Meeting
37
Annual Report and Accounts 2006
70504 notes  14/3/07  23:42  Page 37 (a) the allotment of equity securities in connection with a rights issue, open offer or other offer in favour of ordinary
shareholders where the equity securities respectively attribute to the interests of all ordinary shareholders are
proportionate (as nearly as may be) to the respective numbers of ordinary shares held or deemed to be held by them,
subject only to such exclusions or other arrangements as the Directors consider necessary or expedient to deal with
fractional entitlements, legal or practical problems arising in any overseas territory or the requirements of any
regulatory body or any other matter whatsoever; and
(b) the allotment (otherwise than pursuant to sub-paragraph (a) above of equity securities for cash up to an aggregate
nominal value of £43,970 representing 10 per cent of the total ordinary share capital in issue as at the date of 
this notice.
This authority shall expire on the date which is 15 months after the date on which this resolution is passed or, if earlier, 
at the conclusion of the Annual General Meeting to be held in 2008 save that the Company may before such expiry make
such an offer or agreement which would or might require securities to be allotted after such expiry and the Directors may
allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.
9. That the Company be and is hereby authorised pursuant to Section 166 of the Companies Act 1985 to make market
purchases of its own ordinary 4p shares on such terms and in such manner as the Directors of the Company shall
determine, provided that: 
(a) the maximum number of ordinary shares hereby authorised to be acquired shall be 1,099,255 ordinary 
4p shares; and
(b) the maximum price which may be paid for each ordinary share shall be an amount equal to 105% of the
average of the middle market quotations for the ordinary shares of the Company for the 5 business days prior 
to the date of purchase. 
This authority shall expire on the date which is 15 months after the date on which this resolution is passed or, if earlier, 
at the conclusion of the Annual General Meeting to be held in 2008 save that the Company may make a purchase of
ordinary shares under such authority after such date if the contract of purchase for the same was entered into before
such date.
BY ORDER OF THE BOARD Registered office:-
Martyn Hughes Barton Hall,
Company Secretary Hardy Street
5 March 2007 Eccles
Manchester M30 7NB
NOTES:
1. A member entitled to attend and vote at the meeting convened by the notice set out above is entitled to appoint a proxy (or proxies) to attend
and, on a poll, to vote in his place. A proxy need not be a member of the Company.
2. A form of proxy is enclosed. To be effective, it must be deposited at the office of the Company’s registrars so as to be received not later than 
48 hours before the time appointed for holding the Annual General Meeting. Completion of the proxy does not preclude a member from
subsequently attending and voting at the meeting in person if he or she so wishes.
3. The register of interests of the Directors and their families in the share capital of the Company and copies of contracts of service of Directors
with the Company or with any of its subsidiary undertakings will be available for inspection at the registered office of the Company during
normal business hours (Saturdays and public holidays excepted) from the date of this notice until the conclusion of the AGM.
4. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the Company’s register of
members not later than 12.30 pm on 23 April 2007 or, if the meeting is adjourned, shareholders entered on the Company’s register of members
not later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting.
38
CBG Group plc
Notice of Annual General Meeting (continued)
70504 notes  14/3/07  23:42  Page 38 Form of Proxy
CBG GROUP PLC
Annual General Meeting – 12.30 pm 25 April 2007 Form of Proxy
I/We (BLOCK CAPITALS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Of (Address) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Being a member/members of the above named Company, hereby appoint the Chairman of the Meeting or*
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
* if you wish to appoint as your proxy a person other than the Chairman of the Meeting, delete the reference to the
Chairman and insert the name of the person you wish to appoint.
As my/our proxy to vote in my/our names on my/our behalf at the Annual General Meeting of the Company to be held at
12.30 pm on 25 April 2007 and at any adjournment thereof.
Please indicate with an “X” in the appropriate space opposite each resolution how you wish your vote to be cast. Upon
receipt of this form duly signed and in the absence of any specific directions, your proxy may vote or abstain as he/she
thinks fit on the resolution before the meeting and on any other business which properly comes before the meeting.
Ordinary Business For Against
1. To receive and adopt the directors’ report and financial statements for the year
2. To reappoint L A Turnbull who retires by rotation
3. To reappoint M R Askew who retires by rotation
4. To reappoint CLB Coopers as auditors 
5. To approve a final dividend of 0.5p per share
Special Business
6. To increase the authorised share capital to £800,000
7. To authorise the Directors to allot relevant securities up to a maximum 
nominal amount of £146,567
8. To allow the Directors to allot equity securities as if Section 89(1) of the Companies Act 1985 
did not apply to such allotment up to a maximum nominal amount of £43,970.
9. To grant authority to make market purchases of own shares under section 166 
Companies Act 1985
Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Notes :
A member entitled to attend and vote at the above mentioned Meeting is entitled to appoint a proxy to vote in his/her stead. A member
may nominate a proxy of his/her own choice who need not be a member of the Company.
If the appointer is a corporation this form must be under its common seal or under the hand of some officer of attorney duly authorised 
in that behalf.
In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders must be stated.
Any alteration to this form of proxy should be initialled.
To be valid, this form must be completed and lodged no later than 12.30 pm on 23 April 2007 with the Company’s Registrars, Capita
Registrars, Proxy Processing Centre, Telford House, BICESTER, OX26 4LD.
70504 notes  17/3/07  07:36  Page 39 BUSINESS REPLY SERVICE
Licence No. MB122
1 1
SECOND FOLD
THIRD FOLD (and tuck in)
FIRST FOLD
Capita Registrars
Proxy Processing Centre
Telford House
Bicester
OX26 4LD
70504 notes  17/3/07  07:20  Page 40 Welcome
CBG Group plc (CBG), an AIM quoted company,
is a Manchester based corporate general insurance,
risk management and financial services intermediary.
It offers a range of services principally in the area of Commercial Insurance,
Business Risk Management, Healthcare and Employee Benefits. In addition it
offers a Private Client solution to individuals centred on wealth management
and asset protection.
CBG Insurance Brokers Limited
CBG Financial Services Limited
Exius Limited
CBG Sports Limited
Representing the largest division of the Group, Insurance Brokers
provides an advisory service to corporate and private clients in
respect of general insurance and risk management programmes.
An independent Financial Planning Practice providing advice 
to corporate and private clients. Centred around three key 
areas, Financial Services offers solutions in the areas of 
wealth management, benefit consulting and healthcare.
CBG’s in-house premium finance facility providing tailored
arrangements, which allow the cost of insurance premiums 
to be spread over a number of monthly instalments.
A specialist general insurance operation, catering for the 
needs of professional sports people. Covers offered by 
Sports range from career threatening injury to private 
car and household insurance.
70504 Cover  17/3/07  06:26  Page 4 CBG Group plc
Barton Hall, Hardy Street
Eccles, Manchester
M30 7NB
t +44(0)161 920 0200
f +44(0)161 920 5999
e info@cbg-group.co.uk
w www.cbg-group.co.uk
Group plc Annual Report and Accounts 2006
70504 Cover  17/3/07  06:26  Page 2