Sirius Financial Solutions Plc
Annual Report & Accounts 2002
INNOVATION INTELLIGENCE INTEGRATION INFORMATION Sirius Financial Solutions
A specialist supplier of software and services to the 
insurance and financial services industry worldwide. 
Established in 1984, it has a track record of expertise, 
innovation and delivery in the global market place.
01 Sirius Highlights 2002
02 Sirius at a Glance
04 Chairman’s Statement
07 Client Endorsements
08 Group Chief Executive’s Statement
13 Directors and Advisers
14 Directors’ Report
16 Corporate Governance
18 Directors’ Remuneration Report
22 Statement of Directors’ Responsibilities
22 Independent Auditors’ Report
24 Group Profit and Loss Account
25 Group Statement of Total Recognised Gains and Losses
25 Group Reconciliation of Movements in Shareholders’ Funds
26 Group Balance Sheet
27 Company Balance Sheet
28 Group Statement of Cash Flows
29 Notes to the Accounts
49 Notice of Annual General Meeting
51 Form of Proxy
IBC Investors’ Calendar 2003
INNOVATION INTELLIGENCE INTEGRATION INFORMATION Sirius Highlights 2002
01
= 30.6% increase in group turnover to £22.7m (2001: £17.4m)
= Significant growth in operating profit before goodwill amortisation to 
£2.8m (2001: £0.7m). After charging goodwill, operating profit was 
£1.9m (2001: operating loss of £0.2m)
= Recurring revenues remained strong at £6.3m (2001: £6.1m)
= Operating cash inflows of £2.6m (2001: £0.5m)
= Gearing* reduced to zero (31 December 2001: 28.1%)
= Dividend levels increased with an interim dividend of 1.0p per share 
(2001: 1.0p) and a proposed final dividend of 1.7p per share 
(2001: 1.5p)
= Strong run-rate sales across all three products: Sirius for Underwriting,
Sirius for Broking and Swift
*Gearing is defined as debt net of cash reserves divided by net assets excluding goodwill
global providers of
insurance software solutions
Operating Profit before
Goodwill Amortisation
(£’000)
Turnover
(£’000)
96 97 98 99 00 01 02 96 97 98 99 00 01 02
7,147
8,745
11,338
16,730
17,135
17,374
22,683
375
783
1,060
1,574
1,623
655
2,798 Sirius at a Glance
Sirius Financial Solutions is headquartered in the UK and has subsidiary
operations in the US, the Caribbean and Africa employing 270 staff. 
Sirius has built a customer base of over 900 insurance organisations in 50
countries worldwide. 
It provides both packaged software and bespoke software solutions 
development for national and international insurance companies, 
intermediaries, independent financial advisers and pension trustees. 
The company’s flagship software is Sirius, a contemporary Windows®-
based technology architecture and family of software components
launched in 2000 that are the result of five years’ research and 
development. Swift is our product specifically addressing the 
financial adviser market. All products are internet enabled.
The contemporary nature of our software allows us to demonstrate 
considerable business benefit to the customer through cost effective and
short term deployment. Customers realise a short term return on their
investment which increasingly is a pre-requisite of software selection by
large corporates. Sirius products are combined to create software 
packages for pre-defined operations, such as those performed by a 
general insurance broker, and can also be extended or combined to suit
the needs of the larger intermediary or insurance company. Using our
new technology, we have built three market-leading products, supported
by a range of subsidiary operations which enhance the capability of the
Group to create leading edge solutions.
02
intelligence
innovation
information
integration 03
Sirius for Underwriting
A complete solution to the front-office and back-office requirements of multi-line,
multi-national general insurance underwriters, driving all elements of customer relationship
management and policy administration. Sirius for Underwriting is fully web-enabled and 
provides the back-office capability to integrate with the Group’s e-commerce rating and
transaction engine. Delivers comparative quotations, policy issuance, re-insurance, claims
management, customer management and full accounting functionality for a range of 
personal and commercial lines insurance.
The Sirius for Underwriting technology provides for rapid systems development and 
deployment, providing rich functionality at a fraction of the cost of legacy software systems,
offering system scalability whilst delivering a high level of self-sufficiency.
Sirius for Broking
A complete computing environment for the UK’s provincial and national brokers. In the 
front-office it supports comparative quotation and electronic business transmission for Private
Motor, Household, Commercial Vehicle and Commercial Package insurance. In the back-office,
it manages multi-ledger accounting, customer and policy management, claim processing,
bespoke reporting and marketing. Fully internet-enabled, it offers document and image 
management, plus support for specialist insurance schemes, and functionality to ease 
compliance with forthcoming FSA regulations.  
Based on the principles of intelligent workflow and task management, Sirius for Broking 
automates the client-facing and administrative processes resulting in measurable gains in 
time, productivity and cost savings.
Swift for Financial Services
A complete workflow driven front-office and back-office system for independent financial
advisers and pension trustees. Swift offers sophisticated fact-find, planning and valuation 
tools that support client and portfolio data capture. Client investments are managed with
Swift, as are all types of pension funds. The system supports individual (including stakeholder)
and group pension management, and also provides specialist software for SIPP and SSAS
fund providers. Swift offers full accounting, including IFA commission and fees processing. 
It automates compliance tracking for the IFA and when used by a composite brokerage, 
can be integrated with Sirius for Broking.
MEDIAmaker
An Established Media and New Media communications business, providing blue-chip clients
with a full conference and communications service. This integrated approach sets it apart
from other media providers and enables MEDIAmaker to greatly enhance communications
events by providing full in-house services that include on line registration and surveys, SMS
messaging and electronic delegate management. 
New Media skills extend to developing online communications tools, intranets, e-learning 
systems and interactive internet sites. Through its division Sirius Interactive, it delivers
expertise specific to the provision of web based communication and e-commerce 
technologies for the insurance sector.
Key initiatives
Stargate: Changes the way in which brokers and IFAs can transact with insurers, by 
providing direct access to insurer’s e-enablement facilities for quotations, placement and
product information. Stargate’s ground breaking process provides genuine end-to-end 
connectivity for the first time, delivering rapid, streamlined business placement at the touch 
of a button. 
MediQuote: The UK’s first and only internet delivered private medical insurance rates and
benefits comparisons program for individual and group schemes. Chairman’s Statement
In 2002, Sirius’ confidence was confirmed
and translated into an outstanding 30.6%
increase in turnover, driven by market-
leading products and a loyal and growing 
customer base.
The Group continued to grow well in the second half 
of the year, when it delivered performance which the 
directors consider to be strong in its own right and
especially pleasing when measured against that of 
the Group’s competitors and the IT sector in general.
Strong operating cash inflows of £2.6m (2001: £0.5m)
were generated during the year. Consequently, by 
mid-year the Group had reduced gearing from the 31
December 2001 level of 28.1% to zero. It remains
ungeared.
REVIEW OF RESULTS
Sirius Financial Solutions embarked upon 2002 with a
vision that was scaled up radically from that of 2001
and a determination to realise the rewards of its 
significant investment in product development. 
Against the backdrop of increasingly difficult trading
conditions in both the technology and financial services
markets, your Board was nevertheless confident that
Sirius would succeed on the global stage. The Group
saw strong signals of business to come from all of its 
product sectors and it set its operational and financial
targets commensurately high.
I am pleased to report that this confidence was justified
and was translated into a 30.6% increase in Group
turnover and significantly improved operating profits
before goodwill amortisation of £2.8m (2001: £0.7m).
After charging goodwill, operating profit was £1.9m
(2001: operating loss of £0.2m).   
Sirius entered 2002 with a strong order book and 
visibility of £14.5m of revenues, which represented
approximately two-thirds of the market consensus 
forecast. As a result of deferring a sizeable contract from
2001 into 2002, higher than normal first half revenues
and profits were anticipated. This contributed to the
Group achieving record H1 performance with a 17.7%
increase in turnover relative to the same period
in 2001.
04
Ian Yeoman, 
Chairman Chairman’s Statement
at the year end a major order had been secured with 
wealth management group St. James’s Place which will
see the future roll-out of Swift to 1,600 users including
its extensive network of partners.
PARTNERSHIPS
For some time, Sirius has felt that in order to scale the
organisation successfully and to achieve its ambitions
for global growth, partnerships would need to play an 
important role. In 2002, the Group executed a partner
strategy which produced the desired results in terms of
business generation, ability to scale our operations and
systems implementation.   
Joint bids in partnership with CMG resulted in two sales
to UK customers and this relationship is now opening
doors to European opportunities. A partnership focusing
on the financial services sector was established with
Logica (now Logica-CMG) and, in the USA the Group’s
partnership with Align360 increased market presence
and sales opportunity and expanded our deployment
capability. The Group is pleased to have retained its
Microsoft Gold Certified Partner status and during the
year it embraced Microsoft’s .NET programme.
EMPLOYEES
In 2002 the Group continued to grow its headcount
which was in marked contrast to some of its direct 
competitors where continued retrenchment was a 
feature. This recruitment has equipped Sirius with a 
balanced and skilled employee base.
In light of the Group’s strong financial performance, but
whilst mindful of the difficult trading backdrop in the IT
sector, the directors consider that 2001 dividend levels
should be increased slightly. Accordingly they propose 
payment of a final dividend for 2002 of 1.7p per share. 
PRODUCT
As anticipated, the early 2002 sale to the New Zealand
subsidiary of Insurance Australia Group positioned
Sirius to market its underwriting product more assertively
on a global basis. This major project has progressed
well and has put Sirius in a good position to develop
further business in this region. Deployments against the
order book were executed, and in November 2002 a
strategically important sale of Sirius for Underwriting
was secured in the North American market.
Market reaction to Sirius for Broking confirmed that 
the product continues to have a clear lead over our 
competition. The Group built on earlier successes and 
established itself as the supplier of choice to some of
the UK’s largest insurance intermediaries such as
Alexander Forbes, The Beckett Group and Country
Mutual Insurance Brokers. Contract signing with Aon
was a major landmark. Sirius for Broking has now been
sold to over 150 organisations.
We believe that in 2002, our Swift application 
established a lead in software provision to the UK’s
larger Independent Financial Advisers. Major 
deployments were undertaken at the Royal Bank of
Scotland and the Co-operative Bank. Significantly,  
05 Chairman’s Statement (continued)
I should like to thank all employees for their efforts and
demonstrable commitment to the Group’s vision for
high growth and market leadership, and to commend
them for the significant performance they achieved in
2002.
CORPORATE CHANGES
2003 will see a number of changes for the Group as a
corporate entity. Firstly, it has decided to return to the
Alternative Investment Market (AIM). The Board feel that
AIM represents a more appropriate and cost effective
market for a Group of our size.
After the forthcoming Annual General Meeting two new
appointments to the Board will be made. Mike Dodd,
the Chief Executive of our UK Systems business unit, will
join the Board as an executive director. Mike has a
wealth of experience in the insurance sector, where he
has held senior positions for 20 years, and has been a
key member of Sirius’ senior management team over
the past five years. Also, we will welcome back Michael
Anstee as a non-executive director, a position he 
previously held until September 2001 when he left us
briefly to focus on other business and leisure interests.
Michael is a recognised figure in the UK general 
insurance market, and held business and IT board 
positions with London and Edinburgh Insurance
Company for 10 years. 
Finally, I am retiring as non-executive Chairman, a post
I have held for two years. I leave a Group with market-
leading products and a loyal and growing customer
base. Stephen Verrall, the current Group Chief
Executive, will take on the role of Chairman and 
Group Chief Executive from the date of my retirement. 
Ian Yeoman
Chairman
10 April 2003
06 Client Endorsements
07
“We are delighted to be part of what really is a ground breaking industry
achievement. With Stargate, Sirius, have been able to deliver what most
companies have only paid lip-service - the first genuine end-to-end 
electronic connectivity.”
Peter Hubbard, Chief Executive Officer, AXA Insurance.
“Many challenges face today’s ever changing insurance market with FSA
compliance and accelerated market consolidation being significant factors.
This also opens up opportunities. Strategic partners and investment in
technology are critical ingredients required for future success and we see
our partnership with Sirius and the technology available as key to 
achieving success.” 
Neil McKenzie, Director, Country Mutual Insurance Brokers.
“Following an extensive market review, we found that Swift was able to
meet the vast majority of our business requirements. We needed to ensure
that our chosen application was scaleable, recognised in the market place,
and provided us with the control and efficiencies we required for our 
business both now and in the future. Swift was the closest fit to our
requirements, providing the efficiency of single client data entry with an
intelligent workflow process.” 
Stuart Ritchie, Operations Director, Co-operative Bank Financial Advisers
“The Folgate Partnership represents a refreshing new model for 
commercially-oriented business. Technology will play a vital role in our 
success and we feel confident that, in Sirius, we have selected the single   
software set best able to drive forward both our broking and 
underwriting operations.”
Jeff Dodd, IT Director, The Folgate Partnership
“Electronic Connectivity is now a key area for both IFAs and Providers, by
helping to drive down costs and simplifying the service of business.
We are delighted to be working with and partnering Sirius and look 
forward to working on further developments throughout 2003.” 
Adam Byford, E-business Development Manager, Prudential Group Chief Executive’s Statement
for our customers: value for money, the ability to
deploy rapidly and the opportunity to get an early
return on their investment.
Our sales success was well balanced across all of our
key products as we made further global sales of
Sirius for Underwriting, saw Sirius for Broking outsell
all its direct competitors and established Swift as a
market leading software package for larger financial
advisers.
2002 - REMARKABLE PERFORMANCE IN A 
CHALLENGING MARKET
In my statement this time last year, I said we were
‘looking forward to a rewarding year in 2002’. And
with that in mind we embarked upon 2002 with an
ambitious vision to achieve exceptional performance
in what was already a challenging market. 
Our confidence was based upon the strength and
superiority of our new products, which were 
generating run-rate sales and being widely used by
intermediaries and insurance companies globally. 
In addition we believed we had an exceptional and
dedicated team of employees and a substantial and
loyal customer base built up over the previous 18
years.
Whilst 2002 turned out to be a far more difficult year
than many predicted for both the insurance and IT
sectors, I am delighted to report that our confidence
was well founded and that the Group was able to
make significant progress towards its aim of 
becoming a leading global supplier of insurance 
software.
In 2002 we grew our sales by over 30% on the 
previous year. This growth was all organic and driven
by the growing success of our products in our chosen
markets. While there is clear evidence of a slow
down in IT procurement, both generally and 
specifically in the insurance sector, Sirius is 
developing an enviable success rate on the deals 
we bid for. I believe this is due to our ability to
demonstrate a functionally rich package, providing
08
“We have never had better technology 
to take to market. Sirius can offer 
prospective customers the reassurance 
of modern, scaleable and proven 
products with high market acceptance.
Importantly, we can demonstrate that 
Sirius continues to be a knowledgeable,
market aligned, mature and financially 
resilient organisation.”
Stephen Verrall,
Group Chief Executive Group and New India; and significantly in the US to
Professional Risk Underwriters, a specialist medical
liability underwriter.  
We have made good progress with our major
deployment of Sirius for Underwriting to IAG 
(formerly NRMA) in New Zealand, with the system
due to go live this autumn. We are optimistic about
further business opportunity with IAG and the other
opportunities around the world that this scalable,
high-end version of our underwriting product 
presents.
North America 
An integral part of our Solutions business is our
North American operation which provides sales and
support of our underwriting and agent products in
the US and Caribbean. We started 2002 with the
belief that our financial performance would improve
in this strategically important region. Unfortunately
the US market showed few signs of recovery during
the year, which was reflected in continued low buyer
confidence. The Group therefore decided to contain
costs and to realign itself against a limited sales 
strategy focused on existing customers and on 
securing recurring revenues. I am pleased to report
that this strategy has resulted in an improvement in
financial performance over the previous year with a
small operating profit before goodwill amortisation 
of £59,911 (2001: loss of £556,675). 
There are signs that the market may be set to
improve and we enter 2003 with a new, recently
appointed US Manager, a former member of my UK
management team.
BUSINESS REVIEW
In the latter part of the year, the Group was 
restructured from five to four business units, which
has resulted in better alignment with our target 
business segments.  
Solutions
The Solutions business unit is responsible for the sale
and delivery of our Sirius and Swift products as 
larger, higher value ‘enterprise’ systems, often with a
high degree of systems integration. This is the fastest
growing business within the Group, having been
launched in 1999 to capitalise on the arrival of our
then new Sirius products. In 2002 revenue nearly
doubled to £8.9m (2001: £4.9m).  
Notable Swift wins included sales to Royal Bank 
of Scotland, Co-operative Bank and the wealth 
management group St. James’s Place. The latter will
be our largest deployment of Swift, with 1,600 users
located throughout the UK.  
Sirius for Broking was sold to NFU’s expanding 
broker business, Country Mutual Insurance Brokers.
Further business was generated by Folgate’s 
continued expansion and our deployment at AON.
We believe that the market sees our insurance 
knowledge and its application to the delivery of 
comprehensive and flexible software products as 
our strongest asset.
We consolidated our market position with Sirius for
Underwriting. Sales were made in the Caribbean
including those to RSA Curacao and Harmony; in
Africa to Standard Fire; in South America to
Insurance Corporation of Belize; in the UK to Primary 
09 Group Chief Executive’s Statement (continued)
Stargate
An important milestone for the Group during 2002
was the success of our Stargate connectivity initiative.
It became a reality with the delivery of the first phase
with AXA; followed with adoption by other leading
insurers Zurich, Allianz Cornhill, Norwich Union and
Groupama.  
Stargate is a compelling proposition, allowing real
time connectivity between broker and insurer for the
placing of commercial lines insurance. Policies can
be quoted and issued in minutes as opposed to
weeks. It will take significant cost out of the insurance
market, is likely to change the commercial lines 
trading model, and represents an excellent 
opportunity for Sirius to remain ahead of its 
competitors.  
In addition to the commitment of the UK’s leading
general insurers, we are also working with a number
of other organisations such as St. James’s Place,
Prudential and Selestia to deliver the much-needed
electronic integration between financial advisers and
product providers in the areas of policy selection,
quotation and servicing. 
MediQuote
In the past year, we continued to work towards our
goal of increasing efficiency and reducing the cost of
product distribution through use of our private 
medical insurance portal, MediQuote. Standard Life
maintained its support and Norwich Union and
Universal Provident came on board, moves which
should increase usage. Medicash brought cash plan
support to the provider panel, BWCA joined for
group SME business and Swiss Life now offers group
protection policies.  
The number of networks now using MediQuote
increased to 12, the number of users grew during 
the year by 56%, and the number of quotations
processed each month grew by 68%.
Support Services
Our Support Services business unit handles our 
customer support operations including our help desk.
Its revenues comprise maintenance contracts, service
management and service level agreements, and
added value services such as virus protection.
During 2002 we implemented a new service 
management structure with improved focus on 
customer needs and segmentation, as well as 
revenue generation. New service level agreements
that were introduced helped to facilitate 
improvements in service delivery and customer 
perception. 
Partnerships
A key part of our Solutions business unit strategy for
2002 was the establishment of an effective 
partnership programme. This we considered vital to
enable us to more quickly scale our business and
capitalise on the opportunity our products present.
During the year we built on our partnership with
Logica CMG and together we secured two new
important customers. We have strengthened our 
relationship with US based systems integrators Align
360 who are now working with us on most of our
North American deployments. In New Zealand we
continue to work with CGEY, and our Partner
Development Director has initiated a number of 
new partnership opportunities.
We continue to enjoy a strong relationship with
Microsoft, with whom we worked during the year to
successfully demonstrate the scalability of our 
applications. 
UK Systems
In the autumn of 2002 we merged two of the
Group’s business units - Systems (responsible for the
sale of our Sirius for Broking and Swift applications
as turnkey systems to the UK’s insurance brokers and
IFAs), and Insurer (responsible for the development
and distribution of insurer products to the broker
channel). This created UK Systems, a single, larger
business unit focused on delivery to brokers, IFAs 
and their insurer product providers. The combined
business unit grew 15% during the year to a turnover
of £7.0m (2001: £6.1m).
Throughout 2002 the broking market continued to
consolidate. A number of strong, dynamic and
acquisitive brokers became even more influential.
Others came together to form informal networks
through which they aim to secure a greater market
share. The market is set to undergo further 
consolidation stimulated largely by the proposed FSA
regulation. This consolidation is being driven by a
number of ‘movers and shakers’; entrepreneurial
organisations such as The Folgate Partnership and
Country Mutual Insurance Brokers whom I am
delighted to say are using our Sirius for Broking 
software to underpin their growing businesses.
Other noteworthy sales included those to well-
regarded, provincial insurance brokers such as
Hanover Park, Waveney, Charcol and Griffiths &
Armour. It is pleasing to report that we are rapidly
approaching our 200th sale of Sirius for Broking.
10 The business unit performed in line with budget with
turnover for the year of £4.2m (2001: £3.9m).
MEDIAmaker
MEDIAmaker provides new media design and build
services such as internet, intranet and e-commerce
development for the Group’s larger insurance 
customers, as well as for a range of other companies
in a variety of sectors. 2003 sees the launch of 
Sirius Interactive, a portfolio of specialist internet-
based software and services for the insurance 
sector. The business also provides established 
media services such as event and conference 
planning and execution. 
During the year, turnover increased by 6% to £2.6m
(2001: £2.5m), assisted by sales to new blue-chip 
clients such as Shell, Cadburys and Barclays. 
MEDIAmaker also successfully delivered its 
largest conference ever, for Coors Brewery. 
The emerging markets in new media, such as 
e-learning, did not grow as quickly as predicted,
but there were encouraging breakthroughs 
with customers such as Crookes Healthcare.  
The business completed its move to larger, 
much improved premises in October of 2002.
Towards the end of 2002, MEDIAmaker 
secured a three year outsourcing contract 
with Boots for the provision of media services.  
These two developments should allow the 
business to accelerate its growth rate 
during 2003 and beyond.
EMPLOYEES
During the year we saw the number of 
employees in the Group grow from 230 
to 270. This was largely in the area of 
professional services to resource the many 
new projects initiated by the growth in 
solution sales.
As a Group, we put increased emphasis 
on human resources in the past year, 
particularly on knowledge sharing, training 
and communication. The opportunity to 
learn by experience was also increased 
including, for some, the opportunity to work 
in our overseas offices.
Last year I shared our plans to move our 
head office operation in Sutton Coldfield to 
larger, more appropriate premises. 
This proved to be more challenging than was 
first envisaged. However, we have now identified 
suitable accommodation which reflects our 
status as a global supplier and provides a 
modern and effective working environment 
for our employees. We plan to relocate during 
the first half of 2004.
11 Group Chief Executive’s Statement (continued)
Managed Service Provision (MSP)
The Group has identified a significant opportunity to
grow its business in the area of managed services.
This will facilitate the outsourcing to a Sirius 
managed service of all, or part, of our larger 
customers’ Sirius applications, third party applications
and IT infrastructure. MSP is a configurable offering
that frees our customers to focus on their principal
business activity whilst Sirius manages their IT needs.
Our MSP service optionally provides hosting at a data
centre, or at the customer’s own hosting centre.  
I can report considerable interest in this new 
proposition. In addition, this will allow us to more
widely offer an Application Service Provider (ASP)
deployment model.  
The first half of 2003 will see a period of investment
in our MSP offering, as we put in place the necessary
infrastructure and resources. This may result in the
Group incurring some one-off set up costs. An MSP
capability will strengthen the Group by allowing us to
sell additional services into our customer base, tender
for new contracts and importantly build on our 
recurring revenue base by creating long term added
value contracts.
Acquisitions
Throughout 2002 we identified and evaluated a
number of acquisition opportunities. Whilst we are
confident of the Group’s ability to generate organic
growth, there will undoubtedly be further 
consolidation in our sector. We will continue to assess
acquisition opportunities, and our move back to the
AIM market will allow the Group to complete suitable
acquisitions on a more cost effective basis.
SUMMARY
The technology and insurance sectors continue to
experience challenging times. Although we have 
confidence in our ability to build on our recent 
successes, we consider it prudent to set conservative
growth expectations for the coming year. Nevertheless,
we aim to achieve increased sales for each of our
three products, and to retain our focus on building a
profitable, cash generative business.
Stephen J Verrall
10 April 2003
STRATEGY AND OUTLOOK FOR 2003
2002 was undoubtedly an exceptional year for the
Group. To a certain extent this was anticipated with
the roll-over of some business from 2001.
Nevertheless, against the backdrop of a difficult 
market we produced our best ever results. The Group
we are today represents a significant uplift on our
2002 starting position. I would like to take this
opportunity to thank all of Sirius’ employees, and of
course our customers, for making this possible.
2003
In 2003 we intend to build on our success.
Specifically we will:
= maintain our primary aim to become a global 
leader in the provision of insurance software;
= raise our profile with the larger players in the 
insurance underwriting market, with the assistance
of our partners;
= aim to retain and strengthen our position as a 
leading supplier to the UK’s insurance brokers, 
backed by our biggest marketing campaign to 
date;
= further develop and exploit our Stargate 
technology for both commercial lines insurance 
and the financial services sector;
= evaluate the opportunity to open a new office in 
either Australia or New Zealand, to coincide with 
the implementation of our IAG system, thus 
providing local sales resource and support to 
prospective customers in this region;  
= continue with our commitment to research and 
development activity, much of which will be 
sponsored by specific customer projects.
12 DIRECTORS
I C Yeoman
S J Verrall
R J Bowser
J S Brown
SECRETARY
R J Bowser
AUDITORS
Deloitte & Touche
Four Brindleyplace, Birmingham, B1 2HZ
BANKERS
Bank of Scotland plc
55 Temple Row, Birmingham, B2 5LS
FINANCIAL ADVISER
Close Brothers Corporate Finance Limited
10 Crown Place, Clifton Street,
London, EC2A 4FT
BROKER 
Collins Stewart Limited
88 Wood Street, London, EC2V 7QR
SOLICITORS
DLA
Victoria Square House, Victoria Square,
Birmingham, B2 4DL
REGISTRARS
Capita IRG Plc
Bourne House, 34 Beckenham Road, 
Beckenham, Kent, BR3 4TU
REGISTERED OFFICE
Sirius House
Reddicroft, Sutton Coldfield,
West Midlands, B73 6BN
REGISTERED NUMBER
03273649
Directors and Advisers
EXECUTIVE DIRECTORS
Stephen John Verrall (Aged 43) 
Group Chief Executive
Stephen was a founding shareholder of Sirius and was its
Managing Director from the Company’s formation. In recent
years he has played a key role in the management buy-out
and subsequent flotation of the business, and has overseen the
strong growth in the Group’s turnover and customer base.
Stephen’s knowledge of both the software and the insurance
industry markets has been instrumental in the success of the
Company. He has a high profile within the industry, has held
key positions in industry bodies and is a regular speaker at
trade events.
Richard Julian Bowser (Aged 43)
Finance Director
Richard qualified as a chartered accountant with Ernst &
Young. After audit experience, he worked for three years in 
corporate recovery and then became a manager in their 
corporate finance division. In 1987 he gained two years’ 
further experience with County NatWest Corporate Finance.
Since joining the company in 1989 as Finance Director,
Richard has been responsible for all financial aspects of the
business. He is closely involved with Stephen Verrall  in the
development of the Group’s strategy.
NON-EXECUTIVE DIRECTORS
Ian Christopher Yeoman (Aged 48)
Non-executive Chairman
From 1993 to 2000, Ian held a number of senior directorships
within Ultra Electronic Holdings plc. He was a founder member
of the management team that initiated a management buy-out
from TI Group plc in October 1993 and then floated the 
company on the London Stock Exchange in 1996. He held the
positions of Company Secretary, Finance Director and
Executive Director. In this latter role he drove business strategy
aimed at identifying growth opportunities, maximizing 
profitability and generating cash flow. He was also responsible
for the acquisition process, identifying targets and managing
their subsequent integration into the Group. Prior to joining
Ultra Electronics, Ian held senior finance positions in the Dowty
Group, Plessey, ICI and GEC. He became non-executive
Chairman of Sirius Financial Solutions Plc in April 2001.
John Sydney Brown (Aged 70)
Non-executive Director
John retired from NWS Bank plc (now renamed Capital Bank
plc) in May 1996 after 38 years’ service, the last 16 of which
were as a main board director. During this period he set up 
the bank’s “big ticket” leasing subsidiary of which he was
Managing Director. He worked on many other special projects
and served on Bank of Scotland committees. He now holds a
number of non-executive directorships and is well known in the
finance and leasing industry in the UK and Europe. He was
appointed to the Board in June 1998.
13 Directors’ Report
SUBSTANTIAL SHAREHOLDING
The Directors are aware of the following shareholdings,
in addition to those held by themselves as disclosed on
page 20, of 3% or more of the issued share capital on
31 March 2003:
% of issued
Ordinary shares Ordinary
of 1p each share capital 
Clerical Medical Investment 
Management Limited 1,598,494 9.4% 
The Throgmorton 
Trust PLC 811,000 4.8%
F&C Smaller 
Companies PLC 635,000 3.7% 
EMPLOYEE SAVE AS YOU EARN  SCHEME
A further SAYE scheme was launched during 2002. At
the year end 113 employees collectively held options
over 615,792 ordinary shares of the Company under
the schemes in place.
EXECUTIVE SHARE OPTIONS
It is the Group’s policy to grant options under the
approved and unapproved Executive Share Option
Schemes as required to both senior executives and 
senior employees of the Group. The exercise of such
options is positively linked to the performance of the
Group. Share options issued under the schemes are
summarised in note 26.
DISABLED EMPLOYEES
The Group gives full consideration to applications 
for employment from disabled persons where the
requirements of the job can be adequately fulfilled by 
a handicapped or disabled person.
The Directors present their report and the Group
accounts for the year ended 31 December 2002.
PRINCIPAL ACTIVITIES AND REVIEW OF THE 
BUSINESS
The principal activities of the Group are the 
development and supply of insurance specific 
application software both as a package and a solution.
The Group also provides hardware, training, 
consultancy and support to its customers. The Group’s
principal market remains the insurance sector covering
– amongst others – insurance brokers, traditional and
e-commerce based intermediaries, underwriters, 
specialist scheme administrators and IFAs. A review of
the year’s operations is given in the Chairman’s and
Chief Executive’s Statements.
RESULTS AND DIVIDENDS
The Group profit for the year after taxation amounted 
to £997,965 (2001: loss of £646,454). In addition to
the interim dividend of 1p (2001: 1p) per ordinary
share paid on 31 October 2002, the Directors 
recommend a final dividend of 1.7p (2001: 1.5p) per
ordinary share to shareholders on the register on 
22 April 2003, payable on 30 May 2003. After 
dividends, profits of £525,516 (2001: losses of
£1,053,578) were transferred to reserves. 
SIGNIFICANT DEVELOPMENTS DURING THE YEAR
Details of the significant developments during the year
are given in the Chairman’s and Chief Executive’s 
statements.
SHARE CAPITAL
Details of changes in share capital are given in note 26
to the accounts.
14 POLITICAL DONATIONS
There were no political donations during the year.
AUDITORS
During the year Ernst & Young LLP resigned as auditors
at the request of the Audit Committee. Deloitte &
Touche were appointed as auditors in the year and have
expressed their willingness to continue in office as 
auditors. A resolution to reappoint Deloitte & Touche
will be proposed at the forthcoming Annual General
Meeting.
Deloitte & Touche has informed the directors that it is
intending to transfer its business to a limited liability
partnership incorporated under the Limited Liability
Partnerships Act 2000, to be known as Deloitte &
Touche LLP . It is the current intention of the directors to
use the Company’s statutory power to give consent to
the appointment of Deloitte & Touche being treated as
extending to Deloitte & Touche LLP at the appropriate
time.
On behalf of the Board
R J Bowser
Director
10 April 2003
Where existing employees become disabled, it is the
Group’s policy, wherever practicable, to provide 
continuing employment under normal terms and 
conditions and to provide training and career 
development and promotion to disabled employees
wherever appropriate.
EMPLOYEE INVOLVEMENT
During the year, the policy of providing employees with
information about the Group has been continued
through the posting of regular bulletins on the Group’s
intranet. Regular meetings are held between line 
management and employees to allow a free flow of
information and ideas, and two formal sessions are held
annually to present to all employees.
CREDITOR PAYMENT POLICY AND PRACTICE
It is the Group’s policy that payments to suppliers are
made in accordance with the terms and conditions
agreed between the Group and its suppliers, providing
that all trading terms and conditions have been 
complied with. The Company has no outstanding trade
creditors at the year end.
Directors’ Report
15 Corporate Governance
access to the advice and services of the Company
Secretary who is responsible for ensuring that Board
procedures are followed and that applicable rules and
regulations are complied with, and have access to the
Company’s professional advisers. The Board meetings
during the last financial year have been attended by all
of the directors.
In order to ensure that the directors can properly carry
out their role, the members of the Board are provided
with high quality information and financial details prior
to all Board meetings. The Board meets approximately
six times a year and there is a high degree of contact
between Board meetings to ensure all directors are
aware of the Group’s business.
The nomination committee
The Group does not currently operate a Nomination
Committee, but it will establish one when the Group’s
size necessitates. It is currently satisfied with the balance
of the Board and the way it operates. It is flexible in 
accordance with the Group’s needs. All Directors are
subject to retirement by rotation every three years.  
The Board as a whole currently has responsibility for
new appointments to the Board.
The audit committee
Responsibility for the Group’s internal controls rests with
the Board. The Committee is responsible for ensuring
that the Code of Best Practice is implemented in respect
of matters relating to the Group’s audit. The Committee
has a majority of independent members, being the 
non-executive directors. Richard Bowser attends by 
invitation in his capacity as Finance Director and
Company Secretary. In addition, the Committee 
considers the appointment and the fees of the external
auditors. The Committee also discusses the scope of 
the audit before its commencement and it receives
reports from the external auditors. The Audit Committee
is chaired by Ian Yeoman.
RELATIONS WITH SHAREHOLDERS
The Board places a high level of importance on 
communicating with shareholders. The Chairman’s and
Chief Executive’s statements on pages 4 to 12 include a
review of the business and future developments. There 
is a regular dialogue with institutional investors 
including presentations after the Company’s 
announcement of the year end results and at the half
year.
The Group is committed to high standards of corporate
governance. The Board is accountable to the
Company’s shareholders for good corporate 
governance, and fully supports the principles of Good
Governance and the Code of Best Practice (“the
Combined Code”) prepared by the Committee on
Corporate Governance and published in June 1998.
Section 1 of the Code is applicable to listed companies
and the extent of the Company’s compliance with the
code is detailed below.
STATEMENT BY THE DIRECTORS ON 
COMPLIANCE WITH THE COMBINED CODE 
The Listing Rules require the Board to report on 
compliance with the 45 Combined Code provisions
throughout the year ended 31 December 2002. The
directors, having reviewed the Group’s corporate 
governance policies, consider that the Group has
throughout the year been in compliance with the 
principles set out in Section 1 of the Combined Code
save for the exception outlined below:
= The Audit Committee does not include at least 
three directors, all of whom are non-executive as 
recommended by paragraph D.3.1 of the 
Combined Code. Compliance is not possible as 
the Company currently has only two non-executive 
directors. The Board considers that having only two 
non-executive directors does not compromise the 
role or effectiveness of the Audit Committee.
A statement of the directors’ responsibilities in respect of
the accounts is set out on page 22. Below is a brief
description of the role of the Board and its committees
followed by statements regarding relations with 
shareholders, the Group’s system of internal control and
a statement on the business as a going concern.
THE WORKINGS OF THE BOARD AND 
ITS COMMITTEES
The Board
The Board is made up of the non-executive Chairman,
Chief Executive, Finance Director and one other 
non-executive director. Their biographies appear on
page 13 and details of the membership of the 
committees of the Board are given on this page and
page 18. The non-executive directors are independent
and the senior non-executive director, other than the
non-executive Chairman, is John Brown. The Board
meets regularly to discuss and decide the Group’s 
business and strategic decisions. All directors have 
16 Corporate Governance
= Financial and operational vetting of sales to ensure 
that they are deliverable from both technical and 
operational perspectives within commercially 
acceptable parameters.
= Preparation and review of a monthly project 
inventory report which summarises the status of 
each development project, drawing off information 
from the Group’s time recording and project 
management system.
= Documented product development plans which are 
updated regularly and reviewed at bi-monthly 
Product Strategy Group meetings. Major research 
and development projects require Board approval, 
and once committed to are monitored via the 
project inventory report.
= Adoption of standard contractual documentation for
use in the sales process. Changes to such 
documents require approval at a senior level.
= Appointment of staff of the necessary calibre to fulfill
their allotted responsibilities.
= The audit committee of the Board, comprising 
non-executive directors, considers significant 
financial control matters as appropriate.
There is an ongoing process to embed internal controls
within the Group.
The Board has reviewed the need for an internal audit
function but is of the opinion that existing procedures
and resource are sufficient to provide an independent
review of controls.
GOING CONCERN
After making enquiries, the directors have a reasonable
expectation that the Group has adequate resources to
continue in operational existence for the foreseeable
future. For this reason, they continue to adopt the going 
concern basis in preparing the accounts.
Ian C Yeoman
Chairman
10 April 2003
The Board uses the Annual General Meeting to 
communicate with private and institutional shareholders
and welcomes their participation. Shareholders are 
welcome to send in questions in advance of the Annual
General Meeting.
Details of resolutions to be proposed at the Annual
General Meeting on 19 May 2003 can be found in the
Notice of Meeting on pages 49 to 50.
INTERNAL CONTROLS
The Board is responsible for establishing and 
maintaining the Group’s system of internal control and
reviewing its effectiveness. The internal control systems
are designed to meet the particular needs of the Group
and the risks to which it is exposed. Such a system is
designed to manage rather than eliminate the risk of
failure to achieve business objectives and can only 
provide reasonable and not absolute assurance against
material misstatement or loss.
There is an ongoing process for identifying, evaluating
and managing the significant risks faced by the Group.
This has been in place for the year under review and up
to the date of approval of the report and accounts. It is
regularly reviewed by the Board and it accords with the
Turnbull guidance.
The Directors are able to confirm compliance with the
relevant guidance published by the ICAEW, throughout
the period 1 January 2002 until the Board approved
the 2002 Financial Statements.
The key procedures that the directors have established
with a view to providing effective control are as follows:
= Regular Board meetings to consider a schedule of 
matters reserved for directors’ consideration 
including strategic, financial, operational, risk 
management and compliance issues. An 
Operational Board meeting also occurs monthly 
and includes representation from all business units 
within the Group, plus central functions such as 
finance, marketing and human resources.
= An established organisational structure with clearly 
defined lines of responsibility and delegation of 
authority.
= Comprehensive budgets and forecasts approved by 
the Board, reviewed and revised on a regular basis, 
with performance monitored against them and 
explanations obtained for material variances.
17 Directors’ Remuneration Report
Remuneration policy
Executive remuneration packages are designed to
attract, motivate and retain directors of the high caliber
needed to maintain the Group’s position as a market
leader and to reward them for enhancing value to
shareholders. The performance measurement of the
executive directors and the determination of their 
annual remuneration packages are undertaken by the
Committee. The remuneration of the non-executive
directors is determined by the Board.
There are four main elements of the remuneration 
package for executive directors and senior management:
= basic annual salary (including directors’ fees) and 
benefits;
= annual bonus payments, which for 2002 could not 
exceed 30% of basic salary;
= share option incentives; and
= pension arrangements.
The Company’s policy is that a substantial proportion of
the remuneration of the executive directors should be
performance related.  
Directors are not allowed to hold appointments outside
of the Group that would conflict with the Group’s 
interests.
Basic salary
An executive director’s salary is determined by the
Committee at the commencement of each year and
when an individual changes position or responsibility. 
In determining appropriate levels, the Committee makes
reference to published research on directors’ pay levels
amongst comparable companies. Basic salaries were
reviewed in January 2002 when no increase was
applied to the basic salary earned for the 2001 
financial year.  Executive directors’ contracts of service
which include details of remuneration will be available
for inspection at the Annual General Meeting.
In addition to basic salary, the executive directors
receive certain benefits in kind, principally a car
allowance and private medical insurance.
INTRODUCTION
This report has been prepared in accordance with the
Directors’ Remuneration Report Regulations 2002 which
introduced new statutory requirements for the disclosure
of directors’ remuneration in respect of periods ending
on or after 31 December 2002. The report also meets
the relevant requirements of the Listing Rules of the
Financial Services Authority and describes how the
Board has applied the Principles of Good Governance
relating to directors’ remuneration. As required by the
Regulations, a resolution to approve the report will be
proposed at the Annual General Meeting of the
Company at which the financial statements will be
approved.
The Regulations require the auditors to report to the
Company’s members on the “auditable part” of the
Directors’ Remuneration Report and to state whether in
their opinion that part of the report has been properly
prepared in accordance with the Companies Act 1985
(as amended by the Regulations). The report has 
therefore been divided into separate sections for 
audited and unaudited information.
UNAUDITED INFORMATION
Remuneration committee
The Company has established a Remuneration
Committee which is constituted in accordance with 
the recommendations of the Combined Code. The 
members of the Committee are the two independent
non-executive directors (Ian Yeoman and John Brown)
and Ian Yeoman chairs the Committee.
None of the Committee has any personal financial
interest (other than as shareholders), or conflicts of 
interests arising from cross-directorships or day to day
involvement in running the business. The Committee
makes recommendations to the Board. No director
plays a part in any discussion about his own 
remuneration.
The Committee monitors the performance of each of
the Group’s executive directors and senior executives to
ensure they are rewarded fairly for their contribution.
The recommendations of this Committee are presented
to a meeting of the full Board.  
Professional advice is available to this Committee from
the Company’s Financial Adviser. The Committee has
met twice within the last financial year.
18 Directors’ Remuneration Report
The Company’s policy is to grant options to directors 
at the discretion of the Committee taking into account 
individual performance up to a maximum of four times
salary over a three year period. It is the Company’s 
policy to phase the granting of share options rather
than to award them in single large blocks to any 
individual.
The Company does not operate any long term incentive
schemes other than the share option schemes described
above. No significant amendments are proposed to be
made to the terms and conditions of any entitlement of
a director to share options.
Pension arrangements
The executive directors are members of the Group’s
money purchase pension scheme. It was originally
intended that they would receive benefits equivalent to a
final salary scheme. In 2002 the Company made 
contributions equivalent to 25% of basic annual salary.
This contribution rate is the subject of a review from
time to time.
Performance graph
The following graph shows the Company’s 
performance, measured by total shareholder return,
compared with the performance of the techMark (all
share) index and the AIM index, both also measured by
total shareholder return. The techMark index has been
chosen as it is representative of IT companies, and the
AIM index was chosen because Sirius was quoted on
AIM from flotation in June 1998 to April 2001 and
intends to return to AIM in 2003. TechMark and AIM
represent companies which the directors consider to be
alternative investment opportunities for the Company’s
shareholders.
Annual bonus payments
The Committee establishes the objectives that must be
met each financial year if a cash bonus is to be paid. 
In setting bonus parameters the Committee refers to
independent research as noted above. The Committee
believes that any incentive award should be tied to the
interests of the Company’s shareholders, and that the 
principal measure of success is performance against
City forecasts. The maximum performance related
bonus that could be made in 2002 was 30% of basic
annual salary. Incentive payments for the year ended 31
December 2002 varied between 24.4% and 25.0%.  
Share options
The Remuneration Committee controls the Executive
Share Option Schemes which are used to motivate and
create incentives for executives and senior staff. 
The performance criterion that must be met is that
options will only be exercisable if the percentage growth
in adjusted earnings per share of the Company over 
any period of three consecutive years (commencing no 
earlier than the financial year in which the date of grant
of the option falls) exceeds that of the Index of Retail
Prices over the same period by the percentage 
indicated. The performance criterion was chosen to
align executive reward with shareholder return.
The exercise price of options granted under the above
schemes is equal to the market value of the Company’s
shares at the time when the options are granted. The
Company also operates a SAYE Share Option Scheme
for all UK employees and executive directors of the
Group under which options may be granted at a 
discount of up to 20% of market value.     
19
1000
900
800
700
600
500
400
300
200
100
0
1998 1999 2000 2001 2002
Sirius Financial Solutions Plc
FTSE techMark (All Share)
FTSE AIM
Source: DATASTREAM
SHAREHOLDER RETURN
RETURN INDEX Directors’ Remuneration Report (continued)
Directors’ contracts
It is the Company’s policy that executive directors
should have contracts with an indefinite term providing
for a maximum of one year’s notice. Both of the 
executive directors currently have contracts which are
subject to one year’s notice by either party.
The contracts of both Stephen Verrall and Richard
Bowser are dated 29 June 1998.
Non-executive directors
All non-executive directors have specific terms of
engagement and their remuneration is determined by
the Board within the limits set by the Articles of
Association and based on independent surveys of fees
paid to non-executive directors of similar companies.
Non-executive directors cannot participate in any of the
Company’s share option schemes and are not eligible
to participate in the Group’s pension arrangements.
AUDITED INFORMATION
Aggregate directors’ remuneration
The total amounts for directors’ remuneration were 
as follows:
2002 2001
£ £
Emoluments 466,011 382,415 
Company contributions 
made to money purchase 
pension schemes 76,000 76,000
20
Directors’ emoluments
Basic salary Benefits Total Total 
and fees Bonuses in kind 2002 2001 
£££ £ £
Executive:
S J Verrall 180,000 44,000 18,250 242,250 189,863 
R J Bowser 124,000 31,000 16,261 171,261 127,982 
Non-executive:
I C Yeoman 37,500 – – 37,500 31,250
J S Brown 15,000 – – 15,000 15,000 
J A Kimberley – – – – 6,667 
M T Anstee – – – – 11,653 
Aggregate emoluments 356,500 75,000 34,511 466,011 382,415
Directors’ shareholdings
The directors’ interests in the shares of the Company are shown below:
Ordinary shares
of 1p each 
At 31 December At 1 January 
2002 2002 
S J Verrall 5,536,816 5,536,816
R J Bowser 1,445,919 1,445,919 
I C Yeoman 5,000 5,000 
J S Brown 23,000 23,000 Directors’ Remuneration Report (continued)
Directors’ pension entitlements
The executive directors are members of the Group’s
money purchase pension scheme. Contributions paid by
the Company in respect of these two directors were as
follows:
2002 2001 
£ £
S J Verrall 45,000 45,000 
R J Bowser 31,000 31,000 
76,000 76,000 
Approval
This report was approved by the board of directors on
10 April 2003 and signed on its behalf by:
R J Bowser
Director
10 April 2003
21
Directors’ share options
Details of options over Ordinary shares of 1p each for directors who served during the year are as follows:
No. of options 
at 1 January 
and Exercise Date from
31 December price which Expiry
2002 £exercisable date 
S J Verrall: 
- Save As You Earn Scheme (issue 23/10/01) 8,636 0.660 23/10/04 23/04/05 
- Approved Executive Share Option Scheme 10,000 0.975 17/12/04 17/12/11 
- Unapproved Executive Share Option Scheme 15,000 0.975 17/12/04 17/12/11 
R J Bowser:
- Save As You Earn Scheme (issue 23/10/01) 8,636 0.660 23/10/04 23/04/05 
- Approved Executive Share Option Scheme 10,000 0.975 17/12/04 17/12/11 
- Unapproved Executive Share Option Scheme 10,000 0.975 17/12/04 17/12/11 
There have been no variations to the terms and conditions or performance criteria for share options during the
financial year. The performance criteria that must be met for the exercise of share options is set out in the unaudited
section of this Directors’ Remuneration Report.
The market price of the Company’s ordinary shares on 31 December 2002 was £1.100 and the low and high
prices during the year were £0.900 (on 8 February 2002) and £1.515 (on 24 May 2002) respectively. The directors are responsible for keeping proper
accounting records which disclose with reasonable
accuracy at any time the financial position of the Group
and to enable them to ensure that the accounts comply
with the Companies Act 1985. They are also 
responsible for safeguarding the assets of the Group
and hence for taking reasonable steps for the 
prevention and detection of fraud and other 
irregularities.
UK Company law requires the directors to prepare
accounts for each financial year which give a true and
fair view of the state of affairs of the Company and the
Group and of the profit or loss of the Group for that
period. In preparing those accounts, 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.
fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the
Company and the Company’s members as a body, for
our audit work, for this report, or for the opinions we
have formed.
Respective responsibilities of directors and auditors
As described in the statement of directors’ 
responsibilities, the Company’s directors are responsible
for the preparation of the financial statements in 
accordance with applicable United Kingdom law and
accounting standards. They are also responsible for the
preparation of the other information contained in the
annual report including the directors’ remuneration
report. Our responsibility is to audit the financial 
statements and the part of the directors’ remuneration
report described as having been audited in accordance
with relevant United Kingdom legal and regulatory
requirements and auditing standards.
We have audited the financial statements of Sirius
Financial Solutions Plc for the year ended 31 December
2002 which comprise the profit and loss account, the
balance sheets, the cash flow statement, the statement
of total recognised gains and losses, the statement of
accounting policies and the related notes 1 to 29
together with the reconciliation of movements in 
shareholders’ funds. These financial statements have
been prepared under the accounting policies set out
therein. We have also audited the information in the
part of the directors’ remuneration report that is
described as having been audited.
This report is made solely to the Company’s members,
as a body, in accordance with section 235 of the
Companies Act 1985. Our audit work has been 
undertaken so that we might state to the Company’s
members those matters we are required to state to them
in an auditors’ report and for no other purpose. To the 
Statement of Directors’ Responsibilities
in Respect of the Accounts
Independent Auditors’ Report to the Members of
Sirius Financial Solutions Plc
22 Independent Auditors’ Report (continued)
We planned and performed our audit so as to obtain all
the information and explanations which we considered
necessary in order to provide us with sufficient evidence
to give reasonable assurance that the financial 
statements and the part of the directors’ remuneration
report described as having been audited are free from
material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion, we also
evaluated the overall adequacy of the presentation of
information in the financial statements and the part of
the directors’ remuneration report described as having
been audited.
Opinion
In our opinion: 
= the financial statements give a true and fair view of 
the state of affairs of the Company and the Group 
as at 31December 2002 and of the profit of the 
Group for the year then ended; and
= the financial statements and part of the directors’ 
remuneration report described as having been 
audited have been properly prepared in accordance
with the Companies Act 1985.
Deloitte & Touche
Chartered Accountants and Registered Auditors
Birmingham
10 April 2003
We report to you our opinion as to whether the financial
statements give a true and fair view and whether the
financial statements and the part of the directors’ 
remuneration report described as having been audited
have been properly prepared in accordance with the
Companies Act 1985. We also report to you if, in our
opinion, the directors’ report is not consistent with the 
financial statements, if the Company has not kept 
proper accounting records, if we have not received all
the information and explanations we require for our
audit, or if information specified by law regarding 
directors’ remuneration and transactions with the
Company and other members of the Group is not 
disclosed.
We review whether the corporate governance statement
reflects the Company’s compliance with the seven 
provisions of the Combined Code specified for our
review by the Listing Rules of the Financial Services
Authority, and we report if it does not. We are not
required to consider whether the Board’s statements on
internal control cover all risks and controls, or form an
opinion on the effectiveness of the Group’s corporate
governance procedures or its risk and control 
procedures.
We read the directors’ report and the other information
contained in the annual report for the above year as
described in the contents section including the 
unaudited part of the directors’ remuneration report and
consider the implications for our report if we become
aware of any apparent misstatements or material 
inconsistencies with the financial statements.
Basis of audit opinion
We conducted our audit in accordance with United
Kingdom auditing standards issued by the Auditing
Practices Board. An audit includes examination, on a
test basis, of evidence relevant to the amounts and 
disclosures in the financial statements and the part of
the directors’ remuneration report described as having
been audited. It also includes an assessment of the 
significant estimates and judgements made by the 
directors in the preparation of the financial statements
and of whether the accounting policies are appropriate
to the circumstances of the Company and the Group,
consistently applied and adequately disclosed. 
23 Group Profit and Loss Account
For the year ended 31 December 2002
24
As restated
2002 2001
Notes £ £
Turnover 3 22,683,192 17,373,850 
Cost of sales (12,723,927) (9,875,848) 
Gross profit 9,959,265 7,498,002 
Distribution costs (2,444,687) (2,601,612) 
Administrative expenses: 
- goodwill amortisation (871,478) (891,856) 
- depreciation (457,274) (514,469) 
- other (4,259,348) (3,726,861) 
- total administrative expenses (5,588,100) (5,133,186)
Operating profit before goodwill amortisation 2,797,956 655,060 
Goodwill amortisation (871,478) (891,856) 
Operating profit/ (loss) 4 1,926,478 (236,796) 
Interest receivable 7 103,637 101,421 
Interest payable and similar charges 8 (136,595) (145,626) 
Profit/ (Loss) on ordinary activities before taxation 1,893,520 (281,001) 
Tax on profit/(loss) on ordinary activities 9 (895,555) (365,453) 
Profit/ (Loss) on ordinary activities after taxation 997,965 (646,454) 
Equity dividends on ordinary shares 11 (472,449) (407,124) 
Retained profit/ (loss) for the financial year 27 525,516 (1,053,578)
Earnings/ (Loss) per share: 12
- basic 6.0p (4.0)p 
- diluted 5.9p (4.0)p 
- adjusted 16.7p 4.1p 
EBITDA 4 3,255,230 1,169,529 Group Reconciliation of Movements in 
Shareholders’ Funds
For the year ended 31 December 2002
Group Statement of Total Recognised Gains and Losses
For the year ended 31 December 2002
25
As restated
2002 2001
£ £
Profit/ (Loss) for the financial year 997,965 (646,454) 
Exchange difference on retranslation of net assets of subsidiary undertaking (15,251) (18,240) 
Total recognised gains and losses relating to the year 982,714 (664,694)
Prior year adjustment (note 2) 121,692
Total recognised gains and losses since the 2001
annual report and accounts 1,104,406
As restated
2002 2001
£ £
Total recognised gains and losses 982,714 (664,694) 
Dividends (472,449) (407,124) 
Shares issued net of expenses and amounts accrued – 212,219
Deferred consideration paid in the form
of cash rather than shares (118,750) – 
Total movements during the year 391,515 (859,599) 
Shareholders’ funds at 1 January (2001: as previously reported) 11,624,357 12,128,691 
Prior year adjustment (note 2) – 355,265 
Shareholders’ funds at 31 December 12,015,872 11,624,357 Group Balance Sheet
at 31 December 2002
26
As restated
2002 2001
Notes £ £
Fixed assets
Intangible assets 13 6,466,973 7,338,451 
Tangible assets 14 1,663,471 1,521,737 
8,130,444 8,860,188 
Current assets 
Stocks 1616,05246,134 
Debtors 179,338,6197,356,102 
Cash at bank and in hand 1,043,744 132,683 
10,398,415 7,534,919 
Creditors: amounts falling due within one year 20 (5,362,665) (3,511,157) 
Net current assets 5,035,750 4,023,762 
Total assets less current liabilities 13,166,194 12,883,950 
Creditors: amounts falling due after more than one year 21 (714,492) (951,292) 
Accruals and deferred income 24 (435,830) (308,301) 
Net assets 12,015,872 11,624,357 
Capital and reserves
Called up share capital 26 172,103 163,117 
Share capital to be issued 27 – 950,000 
Share premium account 27 4,162,733 4,162,733 
Merger reserve 27 5,891,572 5,069,308 
Profit and loss account 27 1,789,464 1,279,199 
12,015,872 11,624,357 
Shareholders’ funds: 
Equity 12,013,757 11,622,242 
Non-equity 2,115 2,115 
12,015,872 11,624,357
R J Bowser
Director
10 April 2003 Company Balance Sheet
at 31 December 2002
27
2002 2001
Notes £ £
Fixed assets 
Investments 159,365,2229,365,222 
Current assets 
Debtors 172,289,5254,630,390 
Cash at bank and in hand 302,262 –
2,591,787 4,630,390 
Creditors: amounts falling due within one year 20 (379,227) (1,773,095) 
Net current assets 2,212,560 2,857,295 
Net assets 11,577,782 12,222,517 
Capital and reserves 
Called up share capital 26 172,103 163,117 
Share capital to be issued 27 – 950,000 
Share premium account 27 4,162,733 4,162,733 
Merger reserve 27 5,891,572 5,069,308 
Profit and loss account 27 1,351,374 1,877,359
11,577,782 12,222,517 
Shareholders’ funds: 
Equity 11,575,667 12,220,402 
Non-equity 2,115 2,115 
11,577,782 12,222,517
R J Bowser
Director
10 April 2003 Group Statement of Cash Flows
For the year ended 31 December 2002
28
2002 2001
Notes £ £
Net cash inflow from operating activities 28(i) 2,597,040 549,228
Returns on investments and servicing of finance 
Interest received 103,637 101,421 
Interest paid (126,083) (116,366)
Interest element of finance lease rental payments (7,301) (26,195) 
Issue costs on long-term loans – (6,375) 
(29,747) (47,515) 
Taxation 
Corporation tax paid (including advance corporation tax) (81,149) –
Capital expenditure and financial investment
Payments to acquire tangible fixed assets (634,536) (316,935) 
Receipts from sales of tangible fixed assets 33,305 70,485 
(601,231) (246,450)
Acquisitions
Deferred consideration paid (118,750) –
Equity dividends paid (424,971) (401,090) 
Net cash inflow/(outflow) before financing 1,341,192 (145,827)
Financing
Issue of ordinary share capital 26,28(iv) – 7,840
New long-term loans – 750,000 
Repayment of long-term loans (205,000) (259,167) 
Repayment of capital element of finance leases and 
hire purchase contracts (225,131) (248,708) 
(430,131) 249,965 
Increase in cash 28(ii) 911,061 104,138 Notes to the Accounts
at 31 December 2002
29
1. ACCOUNTING POLICIES
Accounting convention
The accounts are prepared under the historical cost convention and in accordance with applicable accounting 
standards.
Consistent accounting policies have been applied, except that Financial Reporting Standard 19 (Deferred 
Taxation) has been introduced in the period (note 2).
Basis of consolidation
The Group accounts consolidate the accounts of Sirius Financial Solutions Plc and all its subsidiary 
undertakings drawn up to 31 December each year. No profit or loss account is presented for Sirius Financial 
Solutions Plc as permitted by Section 230 of the Companies Act 1985.
Turnover
Turnover represents the amounts chargeable, excluding sales related taxes, for goods and services supplied.
Turnover from software licenses is recognised when the license is issued, a legally binding commitment exists, 
and no significant costs remain in respect of outstanding license obligations to the customer.
Turnover from installation, consultancy, support and training chargeable on a time and materials basis is 
recognised with respect to the amount of work performed.
Services and maintenance turnover billed to customers which relates to subsequent accounting periods is 
deferred and is recognised equally over the period that the service is to be provided.
Goodwill
Goodwill arising on acquisition and consolidation is capitalised in the balance sheet and amortised over the 
directors’ estimate of its useful economic life. It is reviewed for impairment at the end of the first full financial 
year following the acquisition and in other periods if events or changes in circumstances indicate that the 
carrying value may not be recoverable.
Goodwill arising on the acquisition of Sirius Financial Systems Plc is being amortised evenly over the directors’ 
estimate of its useful economic life of 20 years.
Goodwill arising on the acquisitions of MediQuote, Media Maker Limited and Sirius Financial Systems Inc. is 
being amortised evenly over the directors’ estimates of their useful economic lives of 10 years.
Depreciation
Depreciation is provided on all tangible fixed assets, excluding freehold land, at rates calculated to write off 
the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:
Freehold buildings - 2% per annum
Leasehold improvements - 6.7% to 20% per annum
Motor vehicles - 20% per annum
Office and IT equipment - 33.3% per annum
Fixtures and fittings - 20% per annum
The carrying values of tangible fixed assets are reviewed for impairment in each year if events or changes in 
circumstances indicate the carrying value may not be recoverable. Notes to the Accounts (continued)
at 31 December 2002
30
1. ACCOUNTING POLICIES (Continued)
Stocks
Stocks are stated at the lower of cost and net realisable value. Costs include those incurred in bringing each 
product to its present location and condition. Net realisable value is based on estimated selling price less 
further costs expected to be incurred to completion and disposal.
Deferred consideration
Deferred consideration is accounted for when it can be reasonably foreseen that the payments will be made.
Deferred taxation
Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to 
pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based 
on current tax rates and law. 
Timing differences arise from the inclusion of items of income and expenditure in taxation computations in 
periods different from those in which they are included in the financial statements. Deferred tax is not provided 
on timing differences arising from the revaluation of fixed assets where there is no commitment to sell the asset,
or on unremitted earnings of subsidiaries and associates where there is no commitment to remit these earnings.
Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be 
recovered. Deferred tax assets and liabilities are not discounted.
Software development expenditure
All in-house software development expenditure is written off as incurred.
Foreign currencies
Company
Transactions in foreign currencies are recorded at the rate ruling at the date of transaction or at the contracted 
rate if the transaction is covered by a forward foreign currency contract. Monetary assets and liabilities are 
retranslated at the rate of exchange ruling at the balance sheet date or if appropriate at the forward contract 
rate. All differences are taken to the profit and loss account.
Group
The accounts of overseas subsidiary undertakings are translated at the rate of exchange ruling at the balance 
sheet date. The exchange difference arising on the retranslation of opening net assets is taken directly to 
reserves.  
Leasing and hire purchase commitments
Assets held under finance leases, which are leases where substantially all the risks and rewards of ownership 
of the asset have been passed to the Group, and hire purchase contracts are capitalised in the balance sheet 
and are depreciated over their useful lives.
The capital element of future obligations under the leases and hire purchase contracts are included as liabilities
in the balance sheet.
The interest elements of the rental obligation are charged to the profit and loss account over the period of the 
lease and represent a constant proportion of the balance of capital repayments outstanding.
Rentals payable under operating leases are charged in the profit and loss account on a straight line basis over 
the lease term. Notes to the Accounts (continued)
at 31 December 2002
31
1. ACCOUNTING POLICIES (Continued)
Pensions
The Group operates a defined contribution scheme. Contributions are charged to the profit and loss account 
as they become payable in accordance with the rules of the scheme.
Share options
It is the Group’s policy to provide for any employer’s National Insurance contributions due on options under its 
unapproved share option schemes over the period from the date of the grant to the first date on which the 
option can be exercised. The ultimate liability is calculated at a rate of 12% on the difference between the 
year end share price and the grant price, being the Group’s best estimate of the ultimate liability at each 
year end.
Advantage is taken of the exemption from charging to the profit and loss account the difference between the 
price at which options granted under SAYE schemes can be exercised and the share price on the date of the 
grant (UITF 17).
2. PRIOR YEAR ADJUSTMENT
The adoption of Financial Reporting Standard 19 (Deferred Taxation) has required changes in the method of 
accounting for deferred tax assets and liabilities. As a result of these changes in accounting policy the year 
2001 comparatives have been restated as follows:
Profit and 
Deferred loss 
tax account Shareholders’ 
asset reserve funds 
(Group) (Group) (Group)
2001 as previously reported – 1,157,507 11,502,665
Adoption of FRS 19 at 1 January 2001 355,265 355,265 355,265
During year ended 31 December 2001 (233,573) (233,573) (233,573) 
Impact of adoption of FRS 19 at 31 December 2001 121,692 121,692 121,692
2001 as restated 121,692 1,279,199 11,624,357 
The impact on the current year profit and loss account is £9,517. Notes to the Accounts (continued)
at 31 December 2002
32
3. TURNOVER AND SEGMENTAL ANALYSIS
The Group operates in one principal area of activity, that of the development and supply of insurance specific 
application software both as a package and as a solution.
Turnover originates from two geographical markets, the United Kingdom and North America.
Europe and North America
United Kingdom and Caribbean Rest of World Total  
2002 2001 2002 2001 2002 2001 2002 2001 
£ £ £ £ £ £ £ £
Group turnover 
Turnover by 
destination: 
Sales to third parties 19,269,573 13,541,091 931,691 1,933,984 2,481,928 1,898,775 22,683,192 17,373,850 
Turnover by origin: 
Sales to third parties 21,952,784 15,439,866 730,408 1,933,984 – – 22,683,192 17,373,850 
Profit 
Segment operating 
profit/ (loss) before 
goodwill amortisation 3,002,003 1,564,197 59,911 (556,675) – – 3,061,914 1,007,522 
Goodwill amortisation (732,346) (751,917) (139,132) (139,939) – – (871,478) (891,856) 
Interest receivable 103,447 101,312 190 109–– 103,637 101,421 
Interest payable 
and similar charges (136,595) (145,626) – –– – (136,595) (145,626) 
Segment profit/(loss)
before central group
costs and taxation 2,236,509 767,966 (79,031) (696,505) – – 2,157,478 71,461
Central group costs (263,958) (352,462)
Profit/ (Loss) on ordinary 
activities before taxation 1,893,520 (281,001) 
Net assets 
Net assets/ (liabilities) 
by segment 12,899,647 12,697,173 (883,775) (1,072,816) – – 12,015,872 11,624,357  Notes to the Accounts (continued)
at 31 December 2002
33
4. OPERATING PROFIT
This is stated after charging/(crediting)
2002 2001
£ £
Auditors remuneration (current auditor): 
- audit services - UK* 37,500 – 
- audit services - overseas 3,000 – 
- non-audit services 13,000 – 
Auditors remuneration (former auditor):
- audit services - UK* – 45,200
- audit services - overseas – 3,000
- non-audit services – 37,384
Operating lease rentals: 
- land and buildings 270,192 236,892 
- plant and machinery 255,246 277,959 
Depreciation of: 
- owned fixed assets 454,099 474,370 
- assets held under finance leases and hire purchase contracts 3,175 40,099 
Profit on disposal of fixed assets (2,532) (4,451) 
Amortisation of goodwill 871,478 891,856
*£7,500 (2001: £7,000) of this relates to the Company.
Earnings before interest, tax, depreciation and amortisation (EBITDA) has been derived as follows:
2002 2001
£ £
Operating profit/ (loss) 1,926,478 (236,796) 
Add:
Depreciaton 457,274 514,469
Amortisation of goodwill 871,478 891,856
EBITDA 3,255,230 1,169,529
5. DIRECTORS’ REMUNERATION AND INTERESTS
(i) Directors’ remuneration
Details of directors’ remuneration for the year are provided in the audited part of the Directors’ 
Remuneration Report on pages 18 to 21.
(ii) Directors’ interests
The directors who held office at 31 December 2002 had interests in shares of the Company as disclosed 
in the Directors’ Remuneration Report on page 20.
(iii) Directors’ share options
Details of directors’ share options are provided in the Directors’ Remuneration Report on page 21. Notes to the Accounts (continued)
at 31 December 2002
34
6. STAFF COSTS
2002 2001
£ £
Wages and salaries 8,069,417 7,550,748 
Social security costs 789,857 737,406 
Other pension costs 374,914 361,675 
9,234,188 8,649,829 
The monthly average number of employees during the year was follows:
2002 2001
No. No. 
Management 17 19
Other 234 215 
251 234
7. INTEREST RECEIVABLE
2002 2001
£ £
Bank interest receivable 70,572 19,770 
Finance charges receivable under contracted deferred payment scheme 33,065 81,651 
103,637 101,421
8. INTEREST PAYABLE AND SIMILAR CHARGES
2002 2001
£ £
Bank loans and overdrafts and other loans wholly repayable 
within five years 126,083 116,366 
Finance charges payable under finance leases and hire purchase 
contracts 7,301 26,195 
Amortisation of issue costs 3,211 3,065 
136,595 145,626  Notes to the Accounts (continued)
at 31 December 2002
35
9. TAX ON PROFIT ON ORDINARY ACTIVITIES
(i) Group tax charge
The Group tax charge comprises:
As restated
2002 2001
£ £
Current tax: 
- UK corporation tax 886,038 135,007 
Deferred tax (origination and reversal of timing differences): 
- current year deferred tax (17,813) 263,537 
- adjustment to prior years’ deferred tax 27,330 (33,091) 
Total deferred tax 9,517 230,446 
Total tax on profit/(loss) on ordinary activities 895,555 365,453 
Adoption of Financial Reporting Standard No 19 (Deferred Taxation) has required a change in the method of 
accounting for deferred tax. As a result the comparative figure for the tax on profit on ordinary activities for 
2001 has been restated from the previously reported amount of £131,880 to £365,453.
(ii) Factors affecting the tax charge for the period
The differences between the total current tax shown above and the amount calculated by applying the 
standard rate of UK corporation tax to the profit before tax is as follows:
As restated
2002 2001
£ £
Group profit/(loss) on ordinary activities before tax 1,893,520 (281,001) 
Tax on profit/(loss) on ordinary activities at standard UK  
corporation tax rate of 30% (2001: 30%) 568,056 (84,300) 
Effects of: 
Expenses not deductible for tax purposes
- effects of goodwill 261,443 267,557
- other 63,871 39,259
Depreciation in advance of capital allowances 17,643 21,523 
Utilisation of tax losses – (262,367) 
Movement in short term timing differences 170 (22,693) 
Deferred tax on overseas losses not recognised (18,031) 180,375 
Benefit of small company’s rate (7,114) (4,347) 
Group current tax charge 886,038 135,007 
(iii) Factors affecting the tax charge for future periods
No deferred tax has been recognised in respect of US losses, which amount to £1,200,000. They will be 
recoverable as and when Sirius Financial Systems Inc. generates suitable taxable profits against which these 
losses can be offset. Similarly, no deferred tax has been recognised in respect of losses of £691,000 in Sirius 
Financial Solutions Plc. Notes to the Accounts (continued)
at 31 December 2002
36
10. PROFIT ATTRIBUTABLE TO MEMBERS OF THE PARENT COMPANY
The loss for the year dealt with in the accounts of the parent company was £53,536 (2001: profit of 
£849,220). As permitted by Section 230 of the Companies Act 1985, no separate profit and loss account is 
presented in respect of the parent company.
11. DIVIDENDS AND OTHER APPROPRIATIONS
2002 2001
£ £
Equity dividends on ordinary shares: 
Final proposed 1.7p per share (2001: 1.5p) 288,981 241,503 
Interim paid 1p per share (2001: 1p) 169,988 165,621 
Additional amount paid in respect of 2001 final dividend 13,480 –
472,449 407,124
12. EARNINGS PER ORDINARY SHARE
The calculation of basic earnings/ (loss) per ordinary share is based on profits of £997,965 (2001: loss of 
£646,454) and on 16,755,125 (2001: 16,035,175) ordinary shares, being the weighted average number of 
ordinary shares in issue during the year.
The diluted earnings per share is based on the profit for the year of £997,965 and on 17,038,452 ordinary 
shares, calculated as follows:
2002 
No.
Basic weighted average number of shares 16,755,125
Dilutive potential ordinary shares: 
Executive share options and employee SAYE scheme 283,327
17,038,452
A 2001 comparative for diluted earnings per share is not given as the exercise of share options would have 
the effect of reducing the loss per ordinary share and is therefore not dilutive under the terms of FRS 14.
Adjusted earnings per share
The adjusted earnings per share is calculated from operating profit before goodwill amortisation of 
£2,797,956 (2001: £655,060) and on 16,755,125 (2001: 16,035,175) ordinary shares of 1p each being 
the weighted average number in issue during the year.
The directors have chosen to present this adjusted earnings per share as they believe that it provides a more 
meaningful indicator of the performance of the Group.
13. INTANGIBLE FIXED ASSETS
Goodwill 
£ 
Group 
Cost: 
At 1 January 2002 9,749,526 
Additions – 
At 31 December 2002 9,749,526
Amortisation: 
At 1 January 2002 2,411,075 
Provided during the year 871,478 
At 31 December 2002 3,282,553
Net book value: 
At 31 December 2002 6,466,973
At 1 January 2002 7,338,451 Notes to the Accounts (continued)
at 31 December 2002
37
14. TANGIBLE FIXED ASSETS
Freehold Leasehold Office Fixtures 
Land and Improv- Motor and IT and 
Buildings ements Vehicles Equipment Fittings Total
£££££ £
Group
Cost: 
At 1 January 2002 730,948 16,727 204,376 1,656,985 320,720 2,929,756 
Exchange adjustment – (519) (2,147) (6,501) (2,005) (11,172) 
Additions – 296,649 39,289 231,205 67,393 634,536 
Disposals –(12,259) (77,196) ––(89,455) 
At 31 December 2002 730,948 300,598 164,322 1,881,689 386,108 3,463,665
Depreciation: 
At 1 January 2002 18,000 13,977 99,838 1,127,444 148,760 1,408,019 
Exchange adjustment – (252) (1,493) (3,734) (938) (6,417) 
Provided during the year 6,000 9,202 31,145 298,571 112,356 457,274 
Disposals –(12,259) (46,423) ––(58,682) 
At 31 December 2002 24,000 10,668 83,067 1,422,281 260,178 1,800,194
Net book value:
at 31 December 2002 706,948 289,930 81,255 459,408 125,930 1,663,471 
Net book value: 
at 1 January 2002 712,948 2,750 104,538 529,541 171,960 1,521,737
All fixed assets are recorded at cost.
The net book value of fixed assets includes an amount of £nil (2001: £64,704) in respect of assets held under 
finance lease and hire purchase contracts.
Freehold land and buildings includes freehold land at its historic cost of £430,948 (2001: £430,948) which is 
not depreciated. Notes to the Accounts (continued)
at 31 December 2002
38
15. INVESTMENTS
£
Company 
Cost and net book value:
At 1 January and 31 December 2002 9,365,222
Details of the investments in which the Group or the Company holds 20% or more of the nominal value of 
any class of share capital are as follows:
Country of Proportion Nature of
Name of company registration Holding held business 
Subsidiary undertakings
All held by the Company unless indicated 
Sirius Financial Systems Plc England Ordinary shares 100% Software 
house 
Media Maker Limited England Ordinary shares 100% New media IT 
consultancy 
MediQuote Health Solutions Limited England Ordinary shares 100% Medical 
insurance 
portal 
Sirius Financial Systems Inc. USA Common stock 100% Software 
house 
Swift Financial Systems Limited Scotland Ordinary shares 100% Dormant 
Policy Master Group Limited* England Ordinary shares 100% Dormant 
Policy Master Limited* England Ordinary shares 100% Dormant 
Mastersoft Limited* England Ordinary shares 100% Dormant 
* Held by Sirius Financial Systems Plc
16. STOCKS
Group Group
2002 2001
£ £
Computer hardware, peripherals and licenses 16,052 46,134 
The difference between the purchase price of stocks and their replacement cost is not material. Notes to the Accounts (continued)
at 31 December 2002
39
17. DEBTORS
As restated
Group Group Company Company
2002 2001 2002 2001
£ £ £ £
Trade debtors 8,459,822 5,583,014 – – 
Amounts receivable under contracted  
deferred payment scheme (note 18) 257,064 935,868 – – 
Amounts owed by subsidiary undertakings – – 2,274,644 4,612,929 
Deferred tax (note 19) 112,175 121,692 – –
Other debtors 63,917 34,296 – 4,190 
Prepayments and accrued income 445,641 681,232 14,881 13,271 
9,338,619 7,356,102 2,289,525 4,630,390 
Included in amounts receivable under the contracted deferred payment scheme is an amount of £44,442 
(2001: £328,068) which is due after more than one year.
18. AMOUNTS RECEIVABLE UNDER DEFERRED PAYMENT SCHEME
2002 2001
£ £
Amounts receivable: 
- within one year 219,611 652,578 
- in two to five years 45,645 351,265 
265,256 1,003,843 
Less: finance charges allocated to future periods (8,192) (67,975) 
257,064 935,868 
Amounts receivable are analysed as follows: 
- current receivables 212,622 607,800 
- non-current receivables 44,442 328,068 
257,064 935,868 
The Group has entered into a contract with amounts receivable under a deferred payments scheme. Notes to the Accounts (continued)
at 31 December 2002
40
19. DEFERRED TAX
The amounts provided in the accounts are as follows:
As restated
2002 2001
£ £
Group
Depreciation in advance of capital allowances 112,365 98,631 
Other short term timing differences (190) 23,061 
Deferred tax asset 112,175 121,692 
The Company had neither a deferred tax asset nor liability as at 31 December 2002 and 31 December 2001.
Unrecognised deferred tax is detailed in note 9(iii) .
20. CREDITORS: amounts falling due within one year
Group Group Company Company  
2002 2001 2002 2001
£ £ £ £
Current installments due on bank loans 
(note 22) 202,290 201,789 – –
Bank overdraft – – – 1,489,050 
Obligations under finance leases and hire 
purchase contracts (note 23) – 193,383 – –
Trade creditors 2,955,950 1,661,513 – –
Corporation tax 989,896 185,007 – –
Other taxes and social security costs 581,446 708,199 – –
Other creditors 271,340 241,492 66,236 34,219 
Accruals 72,762 78,271 24,010 8,323 
Proposed dividend 288,981 241,503 288,981 241,503 
5,362,665 3,511,157 379,227 1,773,095 
The bank loans are secured by a fixed and floating charge over certain of the Group’s assets.
21. CREDITORS: amounts falling due after more than one year
Group Group Company Company  
2002 2001 2002 2001
£ £ £ £
Bank loans (note 22) 707,400 909,690 – –
Obligations under finance leases and 
hire purchase contracts (note 23) – 31,748 – –
Other creditors 7,092 9,854 – –
714,492 951,292 – –
The bank loans are secured by a fixed and floating charge over certain of the Group’s assets. Notes to the Accounts (continued)
at 31 December 2002
41
22. LOANS
(i) Analysis of maturity of loans
Group Group Company Company 
2002 2001 2002 2001
£ £ £ £
Amounts falling due: 
In one year or less 205,000 205,000 – –
Between one and two years 205,000 205,000 – –
Between two and five years 427,500 577,500 – –
In more than five years 82,500 137,500 – – 
920,000 1,125,000 – –
Less: Issue costs (10,310) (13,521) – – 
909,690 1,111,479 – –
Less: Included in creditors: amounts falling 
due within one year (202,290) (201,789) – –
707,400 909,690 – – 
The Group’s loans comprise a commercial mortgage drawn down in May 1999, and a term loan drawn 
down in September 2001. The rate of interest payable on both loans is 1.5% above LIBOR. The commercial 
mortgage is secured by a fixed charge over the Group’s freehold property. The term loan is secured by a 
fixed charge over the Group’s freehold property and by a corporate cross guarantee in place between certain 
of the Group’s companies. 
Details of the commercial mortgage not wholly repayable within five years are as follows:
2002 2001
£ £
Secured loan repayable in twice yearly instalments of £27,500 357,500 412,500 
Less: Issue costs (6,704) (7,763) 
350,796 404,737 
Less: Included in creditors: amounts falling due within one year (53,941) (53,941) 
296,855 350,796  Notes to the Accounts (continued)
at 31 December 2002
42
22. LOANS (continued)
(ii) Financial liabilities – interest rate and currency profile
Weighted 
average time 
Total Total Weighted for which 
Total variable fixed average rate is 
borrowings rate rate interest rate fixed 
£ £ £ % Years
2002 
Amounts falling due within one year: 
Sterling: Bank loans 202,290 202,290–––
Amounts falling due after more 
than one year:
Sterling: Bank loans 707,400 707,400–––
Totals
Sterling 909,690 909,690–––
Weighted 
average time 
Total Total Weighted for which 
Total variable fixed average rate is 
borrowings rate rate interest rate fixed 
£ £ £ % Years
2001 
Amounts falling due within one year: 
Sterling: 
Bank loans 201,789 201,789––– 
Finance leases 193,383 12,696 180,687 12.45 0.9 
395,172 214,485 180,687 12.45 0.9 
Amounts falling due after more 
than one year: 
Sterling: 
Bank loans 909,690 909,690 – – –
Finance leases 31,748 31,748 – – –
941,438 941,438 – – –
Totals
Sterling 1,336,610 1,155,923 180,687 12.45 0.9 Notes to the Accounts (continued)
at 31 December 2002
43
22. LOANS (continued)
(ii) Financial liabilities – interest rate and currency profile (continued)
2002 2001
£ £
Analysis of the maturity of the Group’s financial liabilities: 
In one year or less or on demand 202,290 395,172 
In more than one year but not more than two years 202,792 234,038 
In more than two years but not more than five years 423,519 572,370 
In more than five years 81,089 135,030
909,690 1,336,610 
Based on interest rates prevailing at the year end, it is estimated that the fair value of the amounts shown 
above is not materially different from the carrying value.
(iii) Financial assets – interest rate and currency profile
Weighted 
average time 
Total Total Weighted for which 
Total variable fixed average rate is 
assets rate rate interest rate fixed 
£ £ £ % Years
2002 
Amounts falling due within one year:
Sterling: 
Cash 988,823 988,823–––
Deferred payment debtor: 
Receivable within one year 212,622 –212,622 7.8 1.2
Receivable in two to five years 44,442 – 44,442 7.8 1.2
1,245,887 988,823 257,064 7.8 1.2
US Dollar: 
Cash 54,921 54,921–––
1,300,808 1,043,744 257,064 7.8 1.2 
Weighted 
average time 
Total Total Weighted for which 
Total variable fixed average rate is 
assets rate rate interest rate fixed 
£ £ £ % Years
2001 
Amounts falling due within one year:
Sterling: 
Cash 52,471 52,471––– 
Deferred payment debtor: 
Receivable within one year 607,800 – 607,800 7.8 1.9 
Receivable in two to five years 328,068 – 328,068 7.8 1.9 
988,339 52,471 935,868 7.8 1.9 
US Dollar: 
Cash 80,212 80,212 –––
1,068,551 132,683 935,868 7.8 1.9 
Based on interest rates prevailing at the year end, it is estimated that the fair value of the deferred payment 
debtor is not materially different from the carrying value. 
The Group has taken advantage of the exemptions of FRS 13 to exclude short-term debtors and creditors 
(other than those detailed above). Notes to the Accounts (continued)
at 31 December 2002
44
22. LOANS (continued)
(iv) Borrowing facilities
The Group’s borrowing limit at 31 December 2002, calculated in accordance with the Articles of Association, 
was £16,646,697 (2001: £12,857,718).
2002 2001
£ £
Undrawn committed borrowing facilities
Sterling: 
Expiring in one year or less: Group bank overdraft facilities 1,000,000 1,000,000 
The maturity of the Group’s borrowings is given in note 22(i).
(v)  Treasury management
Generally, management believes it is appropriate to have bank borrowings on a floating rate basis, although 
this policy is kept under review. 
The Group ensures continuity of funding by arranging for short-term borrowings to be fully backed by 
committed medium-term bank facilities, by limiting debt repayable in any one year and by matching debt 
maturity with asset lives.
The Group is currently predominantly UK based and as such does not have any material currency exposures.  
The Group does not currently use any foreign currency hedging arrangements, but will consider them should 
the Group’s circumstances change.
All non-routine transactions require Board approval.
(vi) Non-equity shares
The non-equity shares are denominated in Sterling, do not bear interest and have no set date for redemption.
23. OBLIGATIONS UNDER FINANCE LEASES AND HIRE PURCHASE CONTRACTS
Group Group Company Company 
2002 2001 2002 2001
£ £ £ £
Amounts payable: 
Within one year – 198,297 – –
Between two and five years – 31,748 – –
– 230,045 – –
Less: finance charges allocated to future periods – (4,914) ––
– 225,131 – –
Finance leases and hire purchase contracts 
are analysed as follows: 
Current obligations (note 20) – 193,383 – –
Non-current obligations (note 21) – 31,748 – –
– 225,131 – – Notes to the Accounts (continued)
at 31 December 2002
45
24. ACCRUALS AND DEFERRED INCOME
Group Group Company Company 
2002 2001 2002 2001
£ £ £ £
Deferred maintenance revenue 342,723 304,866 – –
Deferred services revenue 90,000 – – –
Deferred product revenue 3,107 3,435 – –
435,830 308,301 – –
All amounts are due in less than one year.
25. OTHER FINANCIAL COMMITMENTS
Annual commitments under non-cancellable operating leases are as follows:
Land and Land and 
buildings buildings Other Other 
2002 2001 2002 2001
£ £ £ £
Operating leases which expire: 
- within one year 42,523 – 6,754 49,578 
- in two to five years 39,394 60,335 239,394 87,003 
- in over five years 256,964 165,516 – –
338,881 225,851 246,148 136,581
26. SHARE CAPITAL
2002 2001
No. £ No. £
Authorised: 
Equity: 
Ordinary shares of 1p each 21,788,530 217,88521,788,530 217,885 
Non-equity: 
Deferred shares of 10p each 21,147 2,115 21,147 2,115 
220,000 220,000 
Allotted, called up and fully paid: 
Equity: 
Ordinary shares of 1p each 16,998,868 169,98816,100,219 161,002 
Non-equity: 
Deferred shares of 10p each 21,147 2,115 21,147 2,115 
172,103 163,117
During the year the following issues of ordinary equity shares were made:
On 10 April 2002, 898,649 ordinary shares were issued at a premium of £0.915 each in part satisfaction of 
the final deferred consideration of £950,000 payable to the vendors of Media Maker Limited which was 
dependent upon the financial result of Media Maker Limited for the year ended 31 December 2001.  
The balance of the final deferred consideration of £118,750 was paid in cash.
The deferred shareholders have no entitlement to participate in the profits or assets of the Company nor do 
they carry rights to vote at any general meeting of the Company. Notes to the Accounts (continued)
at 31 December 2002
46
26. SHARE CAPITAL (continued)
Share options
Number of 
ordinary 
shares Exercise price 
Date of grant under option £ Exercise period 
Approved Executive Share Option Scheme: 
28/10/98 15,000 1.87528/10/01-28/10/08
20/09/99 22,950 3.050 20/09/02-20/09/09 
27/04/01 14,285 2.100 27/04/04-27/04/11 
09/11/01 139,000 0.665 09/11/04-09/11/11 
17/12/01 20,0000.975 17/12/04-17/12/11
Unapproved Executive Share Option Scheme: 
20/09/99 6,557 3.050 20/09/02-20/09/09 
27/04/01 33,333 2.100 27/04/04-27/04/11 
09/11/01 75,000 0.665 09/11/04-09/11/11 
17/12/01 25,000 0.975 17/12/04-17/12/11 
USA Share Option Scheme: 
27/10/00 2,000 4.950 27/10/03-27/10/10 
27/04/01 156,000 2.100 27/04/04-27/04/11
Employee Save As You Earn Share Option Scheme: 
30/05/00 1,255 5.710 30/05/03-30/11/03 
18/10/00 2,030 4.390 18/10/03-18/04/04 
16/05/01 16,851 1.720 16/05/04-16/11/04 
23/10/01 405,276 0.660 23/10/04-23/04/05 
25/10/02 190,380 1.000 25/10/05-25/10/06 
The market price of the Company’s ordinary shares on 31 December 2002 was £1.100 and the low and 
high prices during the year were £0.900 (on 8 February 2002) and £1.515 (on 24 May 2002) respectively.  
The share price on 28 February 2003 was £1.075. Notes to the Accounts (continued)
at 31 December 2002
47
27. STATEMENT OF MOVEMENTS IN RESERVES
Share Share Profit 
Share capital to premium Merger and loss 
capital be issued account reserve account Total
££££££
Group 
At 1 January 2002 as 
previously reported 163,117 950,000 4,162,733 5,069,308 1,157,507 11,502,665 
Prior year adjustment 
(note 2) – – – – 121,692 121,692 
At 1 January 2002 as 
restated 163,117 950,000 4,162,733 5,069,308 1,279,199 11,624,357 
Deferred consideration paid 8,986 (950,000) – 822,264 – (118,750)
Retained profit for the year – – – – 525,516 525,516 
Exchange difference on 
retranslation of net 
assets of subsidiary
undertaking – – – –(15,251)(15,251)
At 31 December 2002 172,103 – 4,162,733 5,891,572 1,789,464 12,015,872
Company
At 1 January 2002  163,117 950,000 4,162,733 5,069,308 1,877,359 12,222,517 
Deferred consideration paid 8,986 (950,000) – 822,264 – (118,750)
Retained loss for the year – – – – (525,985) (525,985)
At 31 December 2002 172,103 – 4,162,733 5,891,572 1,351,374 11,577,782 Notes to the Accounts (continued)
at 31 December 2002
48
28. NOTES TO THE STATEMENT OF CASH FLOWS
(i) Reconciliation of operating profit/(loss) to net cash inflow from operating activities
2002 2001
£ £
Operating profit/ (loss) 1,926,478 (236,796) 
Depreciation of tangible fixed assets 457,274 514,469 
Amortisation of goodwill 871,478 891,856 
Profit on sale of fixed assets (2,532) (4,451) 
Decrease in deferred payment debtor 678,804 464,937 
Increase in other debtors (2,580,838) (1,254,527) 
Decrease/ (Increase) in stocks 30,082 (1,429) 
Increase in creditors 1,216,294 175,169 
Net cash inflow from operating activities 2,597,040 549,228
(ii) Analysis of net funds/ (debt)
At At
1 January Cash 31 December
2002 flow Other 2002
£££ £
Cash at bank and in hand 132,683 911,061 – 1,043,744
132,683 911,061 – 1,043,744
Bank loans (1,111,479) 205,000 (3,211) (909,690)
Finance leases (225,131) 225,131 – –
(1,203,927) 1,341,192 (3,211) 134,054
(iii) Reconciliation of net cash flow to movement in net debt
2002 2001
£ £
Increase in cash in the year 911,061 104,138 
Cash outflow/ (inflow) from movement in debt and lease financing 430,131 (242,125) 
Change in net debt arising from cash flows 1,341,192 (137,987) 
Other non-cash movements (3,211) 3,310 
Movement in net debt in the year 1,337,981 (134,677) 
Net debt at 1 January (1,203,927) (1,069,250) 
Net funds/ (debt) at 31 December 134,054 (1,203,927) 
(iv) Non-cash transactions
During the year the Company issued shares to the vendors of acquired businesses with a fair value on issue 
of £831,250 (note 26).
29. PENSION COMMITMENTS
A subsidiary undertaking, Sirius Financial Systems Plc, operated a defined contribution pension scheme during 
the year. The assets of the scheme are held separately from those of the subsidiary undertaking in an 
independently administered fund. The pension cost charge represents contributions payable by the subsidiary 
undertaking to the fund and amounted during the year to £365,391 (2001: £343,893). There were prepaid 
contributions at the balance sheet date of £nil (2001: £1,200). Notice of Annual General Meeting
49
NOTICE IS HEREBY GIVEN that the Annual General
Meeting of the Company will be held at the offices of
DLA, Victoria Square House, Victoria Square,
Birmingham, B2 4DL on 19 May 2003 at 11am for the 
following purposes:
ORDINARY BUSINESS
1. To receive the Directors’ report and accounts for the
year ended 31 December 2002 together with the 
Directors’ remuneration report and the auditors’ 
report on those accounts and the auditable part of 
the directors’ remuneration report.
2. To approve a final dividend payment of 1.7p per 
ordinary share to members whose names appear on
the register of members on 22 April 2003. 
3. To re-elect Mr S J Verrall as a Director of the 
Company who is retiring by rotation and offers 
himself for re-election as a Director.
4. To reappoint Deloitte & Touche as auditors to the 
Company, from the conclusion of the meeting to the 
conclusion of the next meeting at which the 
accounts are laid before the Company, following 
their appointment during 2002, and to authorise 
the Directors to fix their remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, pass the resolutions 5, 6
and 7 as to which 5 will be proposed and voted on as
an ordinary resolution and resolution and 6 and 7 will
be proposed and voted on as special resolutions.
5. THAT the Directors’ are generally and 
unconditionally authorised pursuant to the 
provisions of section 80 of the Companies Act 
1985 to exercise all the powers of the Company to 
allot relevant securities as defined by such section 
provided that:
(a) the maximum nominal amount of such securities
that may be allotted under this authority (within 
the meaning of that section) is £47,896;
(b) this authority shall, unless it is (prior to its expiry)
duly revoked or is renewed, expire at  the 
conclusion of the Annual General Meeting of 
the Company to be held in 2004 or 15 months 
from the date of passing this Resolution 
(whichever shall occur first) save that the 
Company may, before such expiry, make an 
offer or agreement which will or may require 
relevant securities to be allotted after such expiry
and the Directors of the Company may allot 
relevant securities in pursuance of such offer or 
agreement as if the power conferred hereby had
not yet expired; and
(c) provided also that the authority granted by this 
Resolution is in substitution for any authority to 
allot relevant securities previously granted to the 
Directors which (to the extent that it remains in 
force and an unexercised) is hereby revoked.
6. THAT subject to and conditional upon the passing 
of resolution 5 set out above, the Directors of the 
Company be and are hereby empowered pursuant 
to section 95 of the Companies Act 1985 to allot 
equity securities (within the meaning of Section 94 
of the Act) for cash pursuant to section 80 of the 
said Act as if section 89(1) of the said Act did not 
apply for any such allotments, provided that this 
power shall be limited to: 
(a) the allotment of equity securities in connection 
with a rights issue in favour of or general offer 
to Ordinary Shareholders where the equity 
securities respectively attributable to the interests
of all the Ordinary Shareholders are 
proportionate (as nearly as maybe) to the 
number of Ordinary Shares held by them (but 
subject to such exclusions or other 
arrangements as the Directors of the Company 
may deem necessary or expedient in relation to 
fractional entitlements and any legal or practical
difficulties arising under the laws of any territory 
or the requirements of any regulatory body or 
stock exchange or otherwise);
(b) the allotment, otherwise then pursuant to 
subparagraph 6(a) above, of equity securities up
to an aggregate nominal value of £8,499; and 
shall expire at the conclusion of the Annual 
General Meeting to be held in 2004 or 15 
months from the date of passing this Resolution 
(which ever shall occur first) save that the 
Company may before such expiry make an offer
or agreement which would or may require 
equity securities to be allotted after such expiry 
and the Directors of the Company may allot 
equity securities in pursuance of such offer or 
agreement as if the power conferred hereby had
not expired and provided also that the authority 
and power hereby conferred shall be in 
substitution for any previous authority conferred 
upon the Directors pursuant to the said Section 
95 prior to the date of passing this Resolution 
which (to the extent it remains in force and 
unexercised) is hereby revoked. Notice of Annual General Meeting (continued)
50
7. THAT the Company be generally and 
unconditionally authorised to make market 
purchases (within the meaning of Section 163(3) of 
the Companies Act 1985) of ordinary shares of the 
Company provided that:
(a) the maximum number of ordinary shares hereby 
authorised to be purchased is 1,699,886 
(representing 10% of the Company’s share 
capital at the date of this resolution);
(b) the minimum price exclusive of any expenses 
which may be paid for an ordinary share is 1p;
(c) the maximum price, exclusive of any expenses 
which may be paid for any share is an amount 
equal to 105% of the average middle market 
quotations for an ordinary share taken from the 
London Stock Exchange Daily Official List for the
five business days immediately preceding the 
date on which such share is contracted to be 
purchased;
(d) the authority hereby conferred shall expire on 
the earlier of the date 18 months from the date 
of this Annual General Meeting or the close of 
the next Annual General Meeting of the 
Company;
(e) the Company may take a contract for the 
purchase of ordinary shares under this authority 
before the expiry of this authority which would or
might be executed wholly or partly after the 
expiry of such authority and may take purchases 
of ordinary shares in pursuance of such a 
contract as if such authority had not expired.
By Order of the Board Registered Office:
Sirius House
Reddicroft
R J Bowser Sutton Coldfield
Secretary West Midlands
10 April 2003 B73 6BN
Notes:
1. Subject to note 5 below, holders of ordinary 1p 
shares are entitled to attend and vote at the 
meeting.  
2. A member entitled to attend and vote at the above 
meeting is entitled to appoint one or more proxies 
to attend and vote instead of him. A proxy need not 
also be a member of the Company.
3. Forms of proxy must be deposited at the Company’s
registrars, Capita IRG Plc (Proxies), PO Box 25, 
Beckenham, Kent, BR3 4BR, not less than 48 hours 
before the time fixed for the meeting.
4. The following documents will be available for 
inspection at the Company’s registered office on 
weekdays during usual business hours (Saturdays 
and bank holidays excepted) until the date of the 
Annual General Meeting and during the Annual 
General Meeting and for at least 15 minutes before
it begins:  
a) a register of Directors’ share interests kept 
pursuant to Section 325 of the Companies Act 
1985; and 
b) a copy of the service contracts of Stephen J 
Verrall and Richard J Bowser.
5. In accordance with the Articles of Association, only 
members whose names appear on the Register of 
Members at 11.00am on 15 May 2003 are entitled
to attend and vote at the meeting. Form of Proxy
51
Sirius Financial Solutions Plc
I/ We 
.........................................................................................................................................................................
(NAME IN FULL AND BLOCK CAPITALS PLEASE)
of
.........................................................................................................................................................................
........................................................................................................................................................................
being (a) member(s) of Sirius Financial Solutions Plc hereby appoint
*
.........................................................................................................................................................................
or failing him/ her, the duly appointed Chairman of the meeting, as my/ our proxy to attend and on vote for me/ us
at the Annual General Meeting of the Company to be held on 19 May 2003 at the offices of DLA, Victoria Square
House, Victoria Square, Birmingham, B2 4DL and at any adjournment thereof and, in relation to the resolutions
referred to below, to vote as directed.
*  The Chairman of the Meeting will act as your proxy if no other name is inserted.
A proxy need not be a member of the Company. The full text of the resolution is set out in the Notice of the AGM.
FOR AGAINST 
ORDINARY RESOLUTIONS 
Resolution 1 - To receive the Directors’ report and accounts. 
Resolution 2 - To approve a final dividend payment. 
Resolution 3 - To re-elect Mr S J Verrall as a Director. 
Resolution 4 - To reappoint the Auditors. 
Resolution 5 - Authority to allot shares. 
SPECIAL RESOLUTIONS 
Resolution 6 - Disapplication of pre-emption rights. 
Resolution 7 - Market purchase of own shares 
Signed the ...............................................................day of.........................................................................2003
Signature...........................................................................................................................................................
1. Please indicate with an “X” in the spaces provided how you wish your votes to be cast. Without specific direction, the proxy will abstain or 
vote at his or her discretion. A proxy may vote at his or her discretion on any other competent business which comes before the meeting.
2. This form of proxy together with, if appropriate, the power of attorney (if any) under which it is signed or notarially certified copy thereof, 
must be lodged with the Company’s Registrars, Capita IRG Plc (Proxies), Bourne House, 34 Beckenham Road, Beckenham, Kent, BR3 4TU 
not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof.
3. Any alteration to this form should be initialled.
4. In the case of joint holders, the signature of one holder will be accepted but the names of all joint holders should be stated.  
5. In the case of a corporation, the proxy must be executed by any Director or by the Company Secretary, by a duly authorised attorney or by 
an officer or agent duly authorised to do so, proof of whose capacity should be included.
6. Completion of the proxy will not preclude holders of ordinary shares from attending and voting in person at the Annual General Meeting if 
the member so wishes.
7. The Company pursuant to Regulation 41 (1) and (2) of the Uncertified Securities Regulations 2001 specifies that only those shareholders 
registered in the register of members of the Company as at 11.00 a.m. on 15 May 2003, shall be entitled to attend and/ or vote at the meeting
in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after that time will be 
disregarded in determining the rights of any person to attend and/ or vote at the meeting. Capita IRG Plc (Proxies)
P .O. Box 25
BECKENHAM
Kent
BR3 4BR
SECOND FOLD
THIRD FOLD
and tuck in flap opposite
FIRST FOLD
BUSINESS REPLY SERVICE
Licence No. MB 122
2 Investors’ Calendar 2003
April 10 Announcement of 2002 Annual Results
May 19 Annual General Meeting
May 30 Payment of 2002 Final Dividend
Mid September Announcement of 2003 Interim Results
October 31 Payment of 2003 Interim Dividend Sirius Financial Solutions Plc
Sirius House,
Reddicroft, 
Sutton Coldfield,
West Midlands
B73 6BN
Tel: +44 (0) 121 355 3567
Fax: +44 (0) 121 354 4259
Email: info@siriusfs.com
Web: www.siriusfs.com
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