Eurodis Electron PLC
Electron House
43 London Road
Reigate
Surrey RH2 9PW
T el: +44 (0)1737 242464
Fax: +44 (0)1737 229600
www.eurodis.com
Eurodis Electron PLC  Annual Report 2003  
Annual Report
2003
Positioned
for growth
distribution of electronic components Our aim is to be the distributor 
of choice in the European market
for electronic components. Our
strong technical and logistical
capabilities allow us to deliver
unparalleled levels of service to
our customers at both a local
and pan-European level.
Contents
01 achievements
02 highlights
03 chairman’s statement
04 chief executive’s review
10 financial review
12 directors’ report
14 remuneration report
17 corporate governance
19 auditors’ report
20 group profit and loss account
21 group balance sheet
22 group cash flow statement
23 statement of group total
recognised gains and losses
23 reconciliation of movements
in shareholders’ funds
24 notes to the financial
statements
41 company balance sheet
42 notes to the company
accounts
44 principal subsidiaries and
financial calendar
45 directors and advisers
46 notice of meeting
47 pro forma group profit and
loss account in sterling
48 pro forma group balance
sheet in sterling
49 pro forma group cash flow
statement in sterling
50 operating companies and
group services 
51 five year summary
Printed on totally chlorine free paper sourced from sustainable forests.
Designed and produced by College Design, London +44 (0)20 7457 2020 eurodis electron annual report 2003 01
achievements
Eurodis Electron PLC has achieved the strategic goals 
it set in positioning itself for future growth:
• Centralised warehousing from eight separate country
warehouses to a new advanced logistics centre rated 
as the best in the industry, capable of handling significant
volume increases.
• Centralised Group purchasing operations giving increased
operational and cost efficiencies.
• Integrated all countries onto one common IT platform.
• Operational excellence through the creation of an integrated
infrastructure that consistently delivers a world class service 
at a low fixed cost.
• Rationalised our supplier focus to 27 key and 
80 complementary suppliers covering all technologies.
• Increased operational gearing, ready to take advantage 
of a market upturn and future growth. 02 eurodis electron annual report 2003
Euro Euro
2003 2002
Sales from continuing operations s438m s532m 
Operating (loss)/profit from continuing operations before 
restructuring costs and goodwill amortisation (s6.0m) s9.0m 
(Loss)/profit before tax, restructuring costs, 
goodwill amortisation and non operating items (s13.0m) s4.5m 
Loss before tax (s39.4m) (s4.1m)
Basic loss per ordinary share (51.79c) (12.17c)
Adjusted loss per ordinary share (18.64c) (0.67c)
Dividends per ordinary share – 6.68c
• Restructuring now completed.
• Operating expenses 30% lower than two years ago.
• New 15,000 square metre advanced logistics centre, located in 
East Netherlands, fully operational.
• Purchase of 40% minority interest in our Eastern European
business – to expand further in this growth market.
• Group completed refinancing via equity issue and new debt
facilities on 5 September 2003.
highlights eurodis electron annual report 2003 03
chairman’s statement
The refinancing and equity issue
announced on 8 August 2003 and 
now completed brings to an end an
extraordinarily difficult period for the
Company. The difficulties emanated
from a combination of factors. The
general economic environment and the
conditions in our market both took their
toll on the Group generally, and these
combined with the cost of restructuring
and downsizing resulted in a reduction
in our funding facilities. Although the
effect of this was offset by a substantial
reduction in working capital it put
financial pressure on the business,
which has been addressed by the
refinancing and equity issue.
While the electronic component market
remained at a low level throughout 
our financial year which ended on 
31 May 2003 and we are in the middle
of the quiet summer months in Europe,
there are signs that some upturn is not
far away with component manufacturing
capacity utilisation rising and prices
stabilising. The management believe
that we are now well placed to benefit
from an upturn.
Dividend
In April 2003, the Company did not 
pay the dividend due on the Preference
Shares. The dividends due on the
Preference Shares accumulate and
must be paid before any payment of
dividends to holders of Ordinary Shares.
The current performance and position
of the Company make it inappropriate
for the Directors to recommend a final
dividend. The Directors expect to resume
dividend payments once the Group’s
profitability and reserves recover.
Update on Possible Offer
In April 2003, the Company announced
that it was in preliminary bid talks.
Discussions regarding a possible offer
for the Company, although continuing,
remain very preliminary.
Current Trading and Prospects
The Group’s trading in June 2003,
following the 31 May 2003 year end,
was in line with expectations, although
sales and margins in July were impacted
by the Group’s current funding position
prior to the refinancing. With the
refinancing completed, the Directors
believe that we will resume the
Company’s progress in gaining market
share which, with even a small
improvement in market conditions,
which the Board expects to become
evident in the next few months, should
lead to a significant improvement in the
Company’s trading performance for the
current financial year to 31 May 2004.
With the Company placed on a firmer
financial base, combined with the early
tentative signs of a healthier market,
the management faces the future
reinvigorated and determined to succeed.
The Company has created a more
efficient, integrated organisation with 
a much lower cost base than we had
two years ago and the Board believes
that this will allow the Company to be
more responsive to future market
fluctuations.
Robert Leigh
Chairman
8 September 2003
Sales –
continuing operations s’m
Sales-
continuing businesses s’m
1999 18.5
2000 15.8
2001 14.9
2002 16.7
2003 1 8.0
1999 419.0
2000 475.0
2001 687.7
2002 532.4
2003 438.2
Expenses to sales –
continuing operations %
Sales per employee –
continuing operations s’000
1999 390
2000 487
2001 583
2002 485
2003 504 04 eurodis electron annual report 2003
I am pleased to report that we are,
despite the difficulties of the past six
months, but now with the refinancing
of the Company completed, well
placed for a market upturn with all the
major organisational changes behind
us. Since May 2001 the management
team has fundamentally changed the
business model from a decentralised,
country based, high cost, low profitability
organisation that was difficult to
manage in a cyclical market, to a 
highly centralised model that retains
empowered local sales organisations,
has high levels of efficiency and strong
operational gearing going forward.
Moreover, this combination, together
with our demand creation programme
has created a compelling offering to
both our suppliers and customers.
Results
The Group’s performance for the year
ended 31 May 2003 reflects both
continuing difficult market conditions
and, as described in the Chairman’s
statement, the unique issues facing us,
especially in the latter months of our
financial year.
Sales of the continuing operations fell
by 18% to s438.2m, down from
s532.4m in the prior year. We gained
market share again in calendar 2002
for the second year running. In the
course of our financial year, we believe
that we increased our market share 
in the first half and suffered a slight
decline in the second half. This small
loss in market share should be quickly
recovered now that the refinancing of
the Group has been completed which
should allow the Group to return to 
its medium term trend of increasing
market share. 
chief executive’s review
“We work with many 
of the world’s leading
companies...
The adjusted loss before restructuring
costs, goodwill amortisation and tax 
of s13.0m compared with a profit of
s4.5m in the prior year. This was
principally caused by the difficult
market conditions and additionally the
tight working capital situation facing 
the business in the second half of the
Company’s financial year. Operating
expenses have been reduced by some
30% in the last two years, which partially
offset the loss of revenue in the period.
Cost Reductions
We have continued to restructure the
business to reduce costs. In May 2001
the group employed 1,278 people. We
now employ 807 people, a reduction of
37%, of which over two thirds were
from non-sales roles. The restructured
business model has been achieved by
moving to a single warehouse,
centralised purchasing, consolidating
our sales offices and focusing on fewer
but larger suppliers and customers.
Restructuring Costs
Restructuring costs of s23.4m in this
period, combined with s12.3m in the
prior year and s18.0m invested in the
new logistics centre, means that we
have incurred s53.7m in total over two
years in order to achieve a reduction in
annual operating expenses of s31.0m
compared with the annualised level 
of two years ago. We believe this
process, while costly, has been essential
and will significantly improve the
Group’s future performance.
The Market
As widely reported, the electronic
component market continued to be 
in the longest and deepest downturn 
to date for most of our financial year.
Although volumes have grown through
much of this period, this has been
more than offset by declines in average
selling prices with exceptionally low
component manufacturing capacity
utilisation.
We believe there is some evidence that
this utilisation is rising, and prices have
stabilised. Indeed many forecasters are
predicting growth in the second half 
of 2003 followed by a strong rebound
in 2004. As we are now in the quieter
summer months in Europe, and with
the economic environment in some 
key markets in the region remaining
uncertain, no clear trend is yet
established. However, we believe the
indications suggest some upturn in 
the market, even if weak, in the latter
months of the current calendar year.
Strategy
Our strategy consists of four key
elements: continuous improvement in
customer and supplier relationships,
developing and maintaining operational
excellence and retaining, developing
and attracting talented people. I am
pleased to say that we have made
excellent progress in all these areas
during the past year. The following
sections describe that progress. eurodis electron annual report 2003 05
...and are continuing 
our focused supplier
programme.”
A Y AGEO COMP ANY 06 eurodis electron annual report 2003
chief executive’s review
continued
“Our advanced
logistics centre...
Operational Excellence
The transition from eight warehouses 
in Europe to a single facility has 
been successfully completed. The
Advanced Logistics Centre in East
Netherlands was formally opened in
February 2003. Compared to the 
de-centralised approach, we are
shipping similar volumes with two
thirds less warehouse staff and at
much enhanced quality levels.
The centralising of our purchasing
function is complete and has now
bedded in. We are achieving good
efficiencies and have maintained our
stock turns at 5 at the year ending 
31 May 2003. We believe the function
will now start to deliver real improvements
in gross margin. 
During the second half, we purchased
the 40% minority interest in our 
Eastern European business which has
operations in Poland, Hungary, Czech
Republic, Slovakia and Russia for 
a purchase consideration of s1.5m.
Following this transaction we have
begun the process of creating greater
focus on the Group’s key strategies
which we believe will bring benefits in
improved efficiency and growth within
these businesses.
Excellence in Customer Service
We have achieved this by building 
a highly automated logistics centre and
single IT system where quality is built
in. Since our businesses are separated
by geography and language, a
centralised logistics model that
operates in the same way in all our
business units is critical. Our OneWay
programme, which has run for four
years, has created consistency across
the Group. This enabled us in May
2003 to move from individual company
accreditation to a group-wide
accreditation for ISO9001: 2000. Our
service levels have improved with all
customers now served from a large
single stock location which has a far
wider profile than could be achieved
with the smaller inventories held in
each country in the past. I am pleased
to report that we are recognised as 
an industry leader in e-Commerce 
with 72% of our purchasing activity
conducted electronically and 10% of
our sales order processing is done 
via e-Commerce relationships.
Flexible Local Customer
Organisations
Following the restructuring, our local
companies are more than ever
focussed on sales generation and
customer relationship management.
Although most non-customer related
activities have now been centralised we
have retained decision making locally,
thereby following our guiding principle
of making key decisions close to the
customer. This has created a flexible
and proactive local sales activity.
Demand Creation
Central to our offering is our demand
creation programme driven by our
Technology Centres which have been
created to pool expertise and provide
reference designs for our customers in
high growth segments. We also ensure
we have a high ratio of field application
engineers to field sales people to
augment this approach.
End customer segments –
sales analysis %
industrial
contract manf’r
telecom
security
instrumentation
automotive
lighting
consumer
computer 
medical
power supplies
datacom
military
traffic
agriculture
34
22
7
6
5
5
5
3
3
3
2
2
1
1
1 eurodis electron annual report 2003 07
...streamlines the 
supply chain and 
cuts costs.”
• Increased efficiencies and
service levels with full inventory
visibility for all countries.
• State of the art facility with the
highest levels of security and
protection.
• Unique goods to man picking
concept has led to higher
levels of quality and greater
productivity.
• Strategic logistics partnership
with DHL/Deutche Post
increasing customer service
levels at reduced freight costs.
• Capable of many value 
added services.
• Eurodis are actively promoting 
the capability of third party
logistics.
Advanced Logistics Centre, Haaksbergen, East Netherlands. 08 eurodis electron annual report 2003
Sales analysis by 
customer segments
chief executive’s review
continued
“Your success...
5% Trade
Focus in High Growth Markets 
and Stable Markets
Each of the technology centres has
been positioned to address high
growth segments and products. 
These cover Displays, Wireless and
Embedded markets/products. A key
thrust of our strategy has been to
focus on large and medium sized
Original Equipment Manufacturers
(OEM’s) in each country as opposed 
to global Electronic Manufacturing
Services (EMS) companies. The nature
of these customers is that they have
been less affected by the movement 
of manufacturing capacity to Asia.
Supplier Relationships
Our franchise reduction programme 
is under way whereby we will be left
with 27 key and 80 complementary
suppliers, compared to two years ago
when we had approximately 400
suppliers. We are increasingly attractive
to suppliers providing pan-European
coverage with a high level of focus
combined with trading efficiency,
having one warehouse, one invoicing
and administration point.
People
Great demands have been put on 
the whole Eurodis community during
this period. They have responded
magnificently. I am very proud to say
that thanks to their efforts we have not
lost any major customers or suppliers
during this period and I have been 
very impressed with both their loyalty
and support. Today, despite all of the
difficulties, we have the customers,
suppliers and the people to start
regaining market share and returning
the business to profitability. 
Summary
The last year has convinced me on
three key issues. Firstly, the customers
and suppliers have shown there is a
very strong demand for a significant
third pan-European player. Secondly,
that we have a first class team who
can drive the business forward. I have
been quite simply amazed at the
courage and tenacity I have seen.
Finally, a lot of hard work has now
been done in remodelling the business
and redressing the balance sheet. The
Board believes we are entering a new
era where growth will not come from
acquisition but organically by applying
a compelling competitive advantage
from a lean business infrastructure.
Steven Swayne
Chief Executive
8 September 2003
9% Strategic 
customers
23% OEM
32% 
Key customers
3% Strategic EMS
20% Local EMS
8% Mass market eurodis electron annual report 2003 09
...our mission.”
electronica november 2002
Eurodis commits to future growth with substantial stand at the world renowned Electronica exhibition.
Eurodis and its Asian partner,
the World Peace Group,
welcome our guests to a
broader perspective on Europe. 
Electronica – the ideal place to
connect with both customers
and suppliers. 
The stand was designed to 
show off Eurodis’ four areas 
of business focus: 
• Value Added Services
• Embedded Systems
• Advanced Industrial
• Wireless Technology
The success of our stand was 
a reflection of our customers
and our suppliers great need 
for a strong No.3 pan-European
distributor. 10 eurodis electron annual report 2003
Euro Reporting
As discussed in last year’s review, the
euro is now the functional currency of
the Group and hence the Group results
have been consolidated in euro. Since
the Company is listed on the London
Stock Exchange, for consistency with
previous years a Sterling pro forma
profit and loss account, balance sheet
and cash flow statement have been
produced which can be found on
pages 47 to 49 of the Annual Report.
Results
The Group’s loss before tax* for the
year ended 31 May 2003 was s13.0m
compared with a profit of s4.5m in the
prior year for the continuing operations.
The result reflects the further significant
deterioration in market conditions
during the year. Operating loss* for 
the continuing operations was s6.0m
compared with a profit of s9.0m in 
the prior year. The Group’s loss before
tax was s39.4m.
As foreshadowed last year, the
operating expenses for the year to 
31 May 2003 include certain
unavoidable cost increases including a
significant rise in insurance premiums
and higher depreciation charges
resulting from the investments in our
new centralised logistics facility in the
Netherlands. Despite these cost
increases and due to the centralising 
of inventory and the significant
restructuring detailed below, which
gave rise to non recurring restructuring
costs of s23.4m, year on year cost
savings of s10.1m have been achieved.
* before restructuring costs, goodwill amortisation 
and non operating items
financial review
“Underlying cash 
flow from operating 
activities was positive.”
Interest
Net financing costs reduced by s1.0m
to s7.0m compared with the previous
year. This is as a result of reduced
average borrowings during the year
from a reduction in net operating
assets, principally inventory and
receivables, and the full year effect of
cash generated last year from the
disposal of non core businesses. The
reduction in the interest charge also
reflects improvements arising from
centralised treasury management.
Restructuring Costs and 
Non Operating Items
Restructuring costs totalling s23.4m
before tax were incurred in the year.
These comprise non-recurring salary
costs of s5.1m incurred in the period
up to the earliest date that contract
terminations could be achieved, s5.8m
of exceptional termination payments,
s3.3m of associated vacant property
lease costs, s0.8m refinancing costs,
s3.6m dual running warehouse costs
and s4.8m additional stock provisions
for franchise terminations.
Non operating items before tax of
s1.9m comprise s0.4m for the write
down in the carrying value of the ESOT
investment and a loss on disposal of
fixed assets of s1.5m as a result of 
the restructuring and sale of Pioneer-
Standard shares.
Taxation
The tax credit of s0.7m, referred to in
note 8 to the accounts, reflects the mix
of profits and primarily losses around
the Group. The credit has been reduced
by the impact of taxable exchange
gains in the United Kingdom.
Earnings and Dividends
The loss per share adjusted for
restructuring costs, non operating
items and goodwill amortisation, was
18.64 cents compared with a loss of
0.67 cents in the prior year. Basic loss
per share was 51.79 cents.
Due to the retained loss for the year no
ordinary dividend has been proposed.
The Company has not paid the
preference dividend for the period 
from 1 October 2002. Preference
dividends will continue to be charged
to the profit and loss account and
accrued until payment is made, which
will be before any future ordinary
dividends are paid.
Acquisitions
On 12 February 2003, the Company
acquired the 40% minority interest in
Microdis Holdings AG and its subsidiary
undertakings for consideration of s1.5m,
expenses of acquisition of s0.3m and
net cash acquired of s0.1m. Goodwill
on acquisition amounted to s1.4m.
Cash Flow
Net debt at 31 May 2003 was s87.5m,
an increase of s37.5m from last year.
The net cash outflow before financing
of s38.9m arises from an outflow of
s12.3m from operating activities and
outflows for interest costs, dividends,
tax and fixed asset investments. The
underlying cash outflow, excluding
cash outflows for restructuring costs of
s17.8m, a non operating cash inflow of
s0.9m and one-off capital expenditure
for the advanced logistics centre of
s8.1m, was s13.9m. The underlying
cash flow from operating activities,
despite losses incurred, excluding
restructuring costs, was positive at
s5.5m. Inflow from working capital
reductions amounted to s8.4m. eurodis electron annual report 2003 11
Financial Position
Shareholders’ funds reduced by
s41.1m in the year as a result of the
retained loss for the year and currency
translation differences on foreign
currency net investments of s1.1m.
The weakening of currencies in
subsidiaries outside the euro zone
impacted the translation differences.
Pensions
The pension provision to recognise
liabilities under SSAP 24 for the defined
benefit schemes in Germany and
Sweden at 31 May 2003 was s10.4m
compared to s9.7m last year. The
additional disclosures required by 
FRS 17 Retirement Benefits in the
second year of the transitional rules 
are set out in note 32 to the accounts.
On a FRS 17 valuation basis, it is
estimated that the Group’s net assets
would have been marginally reduced
by s0.9m, the difference in valuation 
of the liabilities of the defined benefit
schemes in the Group compared to the
SSAP 24 valuation. The charge to the
profit and loss account would have
been s0.3m higher at s1.0m; however,
s0.6m would have been charged in 
the Statement of Total Recognised
Gains and Losses and represents the
changes in assumptions at 31 May 2003
underlying the present value of the
schemes liabilities of s1.1m, offset by
the experience gains and losses on
liabilities of s0.5m.
Stock turns –
continuing operations
Sales–
continuing businesses s’m
Net debt –
s’m
Trading capital employed –
continuing operations s’m
1999 5.1
2000 5.6
2001 4.4
2002 5.0
2003 4.9
Treasury Risk Management
The Group maintains a centralised
treasury function, which operates under
Board approved treasury policies and
guidelines covering funding and
management of foreign exchange
exposure and interest rate risk. All
transactions entered into by the
Group’s treasury operations are
required to be in support of, or as 
a consequence of, underlying
commercial transactions.
The Group’s principal trading currency
is the euro but the Group retains
considerable exposure to the impact 
of foreign currency exchange rate
fluctuations. Group policy is to hedge
all foreign currency trading transactions
to mitigate transactional foreign
exchange risk. With the majority of the
Group’s assets now denominated in
euro, primarily due to the centralised
purchasing and warehousing entities 
in The Netherlands, and the decision 
to report the Group results in euro, the
foreign exchange risk to net operating
assets is greatly reduced.
The Group regularly reviews its foreign
exchange exposure of net tangible
assets and liabilities held in currencies
other than euro. At 31 May 2003, 
there were net liabilities of non-euro
businesses of s1.5m compared to 
net assets of s13.5m last year. At the
present time the Group has made the
decision not to hedge its exposure
back into euro.
The Group has been financed primarily
through local banking facilities and 
a structured asset finance facility
covering the UK, Germany, France and
Benelux. In addition, secured debt of
s9.0m (2002: s6.7m) has funded the 
fit out of the advanced logistics centre.
Under the new financing arrangements
announced on 8 August 2003 and now
finalised, the Group’s refinancing
continues primarily as before with the
current structured assets finance facility
replaced by new improved facilities
from lenders Burdale and Lloyds TSB.
Michael Mason
Executive Director
and Vice President, Finance
8 September 2003
1999 48.4
2000 51.9
2001 75.5
2002 50.0
2003 87.5
1999 109.4
2000 111.4
2001 174.4
2002 133.3
2003 129.4 12 eurodis electron annual report 2003
directors’ report
Directors’ Report
The Directors submit their report and accounts for the year ended
31 May 2003. In the previous year, on 23 April 2002, the Director’s
made the decision to report the Group results in euro, the
functional currency of the Group. Certain Sterling numbers are
included in the Directors’ Report and Remuneration Report, as
these relate to to PLC Company information. The parent Company
statements and notes are shown on pages 41 to 43.
Results and Dividends
The loss for the financial year was s38.7m (2002: s8.0m). The
Directors are not recommending a final ordinary dividend (2002:
2.50p/3.92c) per share, amounting to snil (2002: s3.0m) which
gives a total of snil (2002: 4.23p/6.68c) per share for the year.
After deducting preference dividends of s1.3m (2002: s1.4m), this
leaves a loss of s40.0m to be transferred from reserves (2002: loss 
of s14.6m transferred from reserves).
Review of Business
The Group’s principal activity during the year was the distribution 
of electronic components. A review of the business of the Group
and an indication of likely future developments are contained in 
the Chairman’s Statement, Chief Executive’s Review and Financial
Review.
Acquisitions
On 12 February 2003, the Company acquired the 40% minority
interest in Microdis Holdings AG and its subsidiary undertakings
for consideration of s1.5m.
Policy on Payment of Creditors
The Group, including the Company, agrees payment terms with
suppliers when it enters into contracts and ensures those suppliers
are aware of the terms. The Group abides by the payment terms
when it is satisfied that the supplier has provided the goods or
services in accordance with the agreed terms and conditions. 
This is the Group’s standard as regards the payment of suppliers.
The Group had 76 days purchases outstanding at 31 May 2003
(2002: 65 days) based on the amounts invoiced to the Group by
its suppliers. The Company had 36 days purchases outstanding 
at 31 May 2003 (2002: 36 days) based on the amounts invoiced
to the Company by its suppliers.
Substantial Shareholdings
In addition to the Directors’ shareholdings set out on page 14, the
Company has been notified or is aware of holdings of 3% or more 
of the issued Ordinary Share Capital as at 8 September 2003.
Percentage of
Ordinary existing ordinary
shares share capital
Eaglet Investment Trust plc 42,172,897 25.30
Fidelity International 19,518,043 11.71 
Morley Fund Management (CGU) 14,705,995 8.82
Hermes Investment Management 7,435,704 4.46
Acorn Income Fund 7,142,994 4.29
Gartmore Investment Management 5,218,516 3.13
In addition, Siemens Building Technologies AG (formerly Elektrowatt)
holds 13,335,000 6.5% Convertible Cumulative Redeemable
Preference Shares of £1 each (100% of the preference shares
issued) which are convertible into 6,562,633 Ordinary Shares 
as set out in note 21. This is equivalent to 7.80% of the enlarged
share capital following such conversion. Following the Placing 
and Open Offer to shareholders on 8 August 2003, the Preference
Shares of £1 each are convertible into 7,808,259 Ordinary Shares,
equivalent to 4.5% of the enlarged share capital following 
such conversion.
Except as disclosed above, the Directors are not aware of any
other person who directly or indirectly is interested (within the
meaning of Part VI of the Companies Act 1985) in 3% or more 
of any class of relevant share capital of the Company.
Employee Participation
The Group places considerable importance in the involvement 
of employees and continues to keep them informed on matters
affecting the performance of the Group. The Group works with 
the Works Councils in the operating companies where they have 
been established and undertakes Group-wide training through 
a “Eurodis College” programme.
Charitable Donations
Charitable donations were made amounting to £2,000 in the year
(2002: £3,000).
Disabled Persons
Applications for employment by disabled persons are always fully
considered, bearing in mind the respective aptitudes and abilities 
of the applicant concerned. In the event of members of staff
becoming disabled every effort is made to ensure that their
employment with the Group continues and the appropriate training
is arranged. It is the policy of the Group that the training, career
development and promotion of a disabled person should, as far 
as possible, be identical to that of a person who is fortunate
enough not to suffer from a disability. eurodis electron annual report 2003 13
Directors
Mr. P .C.H. Vey and Mr. S.P . Swayne retire from the Board by
rotation at the Annual General Meeting and, being eligible, offer
themselves for re-election.
Mr. R.S. Leigh (aged 60) has been Chairman of Electron House
and Eurodis Electron since his appointment on 17 May 1983. 
He has been involved in the electronics and electrical distribution
business for 36 years.
Mr. B.B.J. Charles (aged 65) has been a Director of Electron
House and Eurodis Electron since his appointment on 14 February
1986. He served as Group Managing Director from 1990 and
Group Chief Executive from 1993 until the end of 1997 when 
he became part-time Deputy Chairman. He resumed the role 
of Chief Executive on 1 March 2000 following the death of 
Mr. Ed Burgess. On 17 March 2001, following the appointment 
of Mr. S.P . Swayne as Chief Executive, he resumed his role as
Deputy Chairman. He is an electronics engineer with 43 years’
experience in the industry.
Mr. S.P . Swayne (aged 42) joined the Group in 1993. He was
appointed as Chief Executive and Director on 17 March 2001.
Immediately prior to his appointment as Chief Executive he was
the Deputy Chief Executive and Vice President of the Group’s
Northern Region. He previously worked for STC Electronic
Services for 10 years and has 20 years’ experience in the industry.
He has an honours degree in economics and an M.B.A.
Mr. M.E. Mason (aged 53) joined the Group on 27 April 1999 
as Finance Director. Previously with Avnet, including 8 years as
Vice President and European Finance Director, he has a total 
of 23 years’ experience in the component distribution industry. 
He is a Chartered Accountant.
Mr. P .H.P. Stephens (aged 61) was appointed on 6 October 1998
and is the senior independent Non-Executive Director. He was 
a Director of Corporate Finance at Williams de Bröe until he retired
in January 2002. He had previously been a Managing Director 
of both UBS Ltd, where he was responsible for UK Corporate
Finance and of Chase Investment Bank, prior to which he was the
partner responsible for corporate finance at Laurie Millbank until 
its acquisition by Chase Manhattan Bank in 1986. He is Chairman
of Invesco Geared Opportunities Trust plc and is a Non-Executive
Director of Advent 2 VCT plc.
Mr. P .C.H. Vey (aged 64) was appointed on 11 October 1983 and
is a Non-Executive Director. After training in merchant banking
with Hambros Bank Limited, he spent ten years with Central and
Sheerwood PLC. In 1977 he became one of the founding
members of the Group and has played an active role in its
development since that time. He was formerly Chairman of MBA
Michael Bailey Associates PLC.
Ms. M-A. van Ingen (aged 49) was appointed on 1 February 2002
and is an independent Non-Executive Director. She was 
Group Executive Director of ICL and is now a director of frank
management ltd which offers business operator advice to the
venture capitalist community.
Subsequent Event
On 8 August 2003, the Company announced the refinancing 
of the Group and the raising of approximately s25.2m through 
a Placing and Open Offer to shareholders. A circular was sent 
to all shareholders and further details of the announcement are 
given in note 31 to the accounts.
Auditors
Following the conversion of the Company’s auditors
PricewaterhouseCoopers to a Limited Liability Partnership (LLP) 
from 1 January 2003, PricewaterhouseCoopers resigned on 
10 March 2003 and the Directors appointed their successor,
PricewaterhouseCoopers LLP , as auditors. A resolution to reappoint
PricewaterhouseCoopers LLP as auditors to the Company will 
be proposed at the Annual General Meeting.
By order of the Board.
B.E. Davis
Company Secretary
8 September 2003 14 eurodis electron annual report 2003
remuneration report
T otal emoluments Pension
Excluding pensions Emoluments
Salary Other Taxable
& fees T axable pay Benefits 2003 2002 2003 2002
££££ £ £ £
R.S. Leigh 204,970 13,000 2,667 220,637 229,514 49,325 42,300
S.P . Swayne 190,000 – 20,631 210,631 224,561 10,085 9,500
M.E. Mason 136,625 14,000 666 151,291 141,040 24,870 24,870
B.B.J. Charles 34,500 10,000 3,893 48,393 52,941 – –
P .H.P . Stephens 23,500 – – 23,500 24,000 – –
P .C.H. Vey 23,500 – – 23,500 24,000 – –
M-A. van Ingen 23,500 – – 23,500 8,000 – –
M.J. Carroll 
*(1)
–––– 96,212 – 569
G. Garuzzo 
*(1)
–––– 4,000 – –
T. Mayer 
*(1)
–––– 20,000 – –
636,595 37,000 27,857 701,452 824,268 84,280 77,239
*(1)
to date of departure
Other taxable pay represents car allowances and fuel benefits. The Remuneration Committee recommended certain increases in basic
salary of the Executive Directors, effective from 1 September 2002. Mr R.S. Leigh and Mr S.P . Swayne waived their entitlement to these
increased salaries until the Group’s performance justified payment. The Non-Executive Directors and Mr B.B.J. Charles also waived 
£1,000 per annum of their remuneration.
Composition of the Remuneration Committee
The members of the Committee and its terms of reference are
given in the note on Corporate Governance on page 17.
Compliance
This report contains the information required by the Listing Rules
of the Financial Services Authority as a result of the recommendations
made in respect of Directors’ remuneration in July 1996. The
Directors confirm that throughout the year the Company has
complied with the best practice provisions in Section A of the
Annex to the Listing Rules. In forming and implementing its policy
the Directors have also given full consideration to the provisions 
of Section B of the Annex.
Policy on Remuneration of Executive Directors 
and Senior Executives
a) The Company must attract and retain a management team with
the appropriate skills to implement the Group’s business objectives
and increase shareholder value. The Committee seeks to ensure
now and for the foreseeable future that the Group’s pay and
benefit practices are competitive and designed to motivate
Directors and senior executives and to recognise and reward 
high standards of performance.
b) To aid in its determination of appropriate remuneration packages,
the Committee has sought advice from external sources from time
to time both as to the level of overall remuneration awarded to
Executive Directors and senior executives and as to the short 
and long term incentive schemes operated by the Group in
comparison with other companies of comparable size, complexity
and geographical spread. As appropriate, the Committee takes
social, ethical and environmental considerations into account 
in formulating remuneration policy.
c) The Eurodis Group has a Group wide system of routine
appraisal of every employee in relation to their performance,
progress and expectations. This process includes the executive
members of the Board who are all subject to appraisal. The
appraisal of the Chairman was conducted by the Senior 
Non-Executive Director. 
Main Elements of Directors’ Remuneration
Executive Directors
a) Basic salary: The basic salary for each Director is determined
by the Committee taking into account the performance of the
individual and information from independent and external
sources of rates of salary for similar jobs in similar companies.
b) Taxable benefits: These principally consist of the provision of 
a fully expensed car or car allowance, private health insurance
and permanent health insurance.
c) Annual bonus: Bonuses awarded are calculated by reference 
to the measure of achievement of targets, both financial and
non financial, normally set annually by the Committee. To the
extent that the set targets are exceeded, a formula allows
bonuses to be earned up to a maximum sum which varies
according to each director from 25% to 50% of salary. Bonuses
are not included in the definition of pensionable salary for
Executive Directors.
d) Pension: All Directors receive pension benefits of contributions
to defined contribution schemes, the contributions to which
have been individually advised.
Directors’ Emoluments
The auditors are required to report on the information contained in
the following sections of the Remuneration Report, being Directors
emoluments and pensions.
The remuneration of Directors is detailed individually and in
aggregate in the following tables:
Directors Shareholdings
The Directors’ interests in the shares of the Company at 31 May 2003 were:
Ordinary Shares Ordinary Shares
31 May 31 May 8 September 
2003 2002 2003
R.S. Leigh 950,704 950,704 975,704
B.B.J. Charles 78,972 78,972 191,469
S.P . Swayne 28,538 17,427 528,537
M.E. Mason 45,000 35,000 96,750
P .H.P . Stephens 22,500 22,500 122,500
P .C.H. Vey 464,477 464,477 464,477
M-A. van Ingen – – 50,000
The changes in the Directors’ personal holdings between 1 June 2003 and 8 September 2003 reflect the Placing and Open Offer
announced on 8 August 2003 whereby 23 New Ordinary Shares for every 20 Existing Ordinary Shares, at an Offer Price of 20 pence per
share were offered. Except for this issue, no other changes have occurred. eurodis electron annual report 2003 15
2003 2002 2003 2002
£ £ is
Salary 566,095 591,319 861,819 893,379
Other taxable pay and benefits 64,857 152,949 98,738 247,845
Non-Executive Directors salary and fees 70,500 80,000 107,329 194,453
701,452 824,268 1,067,886 1,335,677
Pension costs 84,280 77,239 128,307 125,161
785,732 901,507 1,196,193 1,460,838
Directors’ Options
Ordinary shares in the Company under option:
No. of No. of No. of Option
Date of options options options price Normal exercise
Plan/Scheme grant 31 May 02 granted 31 May 03 (p) from to
R.S. Leigh 1995 Scheme 31/7/96 206,697 – 206,697 176.1 31/7/99 30/7/06
Plan 20/10/00 18,394 – 18,394 182.0 20/10/03 19/9/07
1995 Scheme 20/10/00 6,606 – 6,606 179.5 20/10/03 19/10/10
1995 Scheme 1/8/01 30,000 – 30,000 48.5 1/8/04 31/7/11
1995 Scheme 27/2/02 100,000 – 100,000 66.0 27/2/05 26/2/12
LTIP 3/4/03 – 75,000 75,000 10.0 3/4/06 2/4/13
B.B.J. Charles
Plan 2/2/94 46,506 – 46,506 159.7 2/2/97 1/2/04
1995 Scheme 8/9/95 103,348 – 103,348 222.5 8/9/98 7/9/05
1995 Scheme 31/7/96 103,348 – 103,348 176.1 31/7/99 30/7/06
S.P . Swayne
Plan 29/7/97 20,669 – 20,669 123.9 29/7/00 28/6/04
Scheme 3/2/95 20,669 – 20,669 161.6 3/2/98 2/2/05
1995 Scheme 8/9/95 10,334 – 10,334 222.5 8/9/98 7/9/05
Plan 12/3/99 5,167 – 5,167 66.8 12/3/02 11/2/06
Plan 20/10/00 35,000 – 35,000 182.0 20/10/03 19/9/07
1995 Scheme 28/7/99 20,669 – 20,669 78.4 28/7/02 27/7/09
1995 Scheme 31/3/00 77,511 – 77,511 123.4 31/3/03 30/3/10
1995 Scheme 20/10/00 15,000 – 15,000 179.5 20/10/03 19/10/10
1995 Scheme 1/8/01 30,000 – 30,000 48.5 1/8/04 31/7/11
1995 Scheme 27/2/02 150,000 – 150,000 66.0 27/2/05 26/2/12
2003 Scheme 3/4/03 – 200,000 200,000 16.0 3/4/06 2/4/13
LTIP 3/4/03 – 200,000 200,000 10.0 3/4/06 2/4/13
M.E. Mason
1995 Scheme 28/7/99 103,348 – 103,348 78.4 28/7/02 27/7/09
1995 Scheme 20/10/00 20,000 – 20,000 179.5 20/10/03 19/10/10
1995 Scheme 1/8/01 20,000 – 20,000 48.5 1/8/04 31/7/11
1995 Scheme 27/2/02 10,000 – 10,000 66.0 27/2/05 26/2/12
LTIP 3/4/03 – 75,000 75,000 10.0 3/4/06 2/4/13
The market price of the shares at 31 May 2003 was 31p. The highest and lowest prices during the year were 80p and 16p respectively.
No Director exercised any options during the year and no options have been exercised or granted since 31 May 2003.
The options in the table above have not been amended for the Placing and Open Offer which is detailed as a subsequent event in 
note 31 to the accounts.
Non-Executive Directors
The sole remuneration for Non-Executive Directors consists of
fees for their services in connection with their duties relating to 
the Board and its Committees. They do not receive taxable
benefits in kind or participate in any of the Group bonus, share
option or other incentive schemes. The basis of the fees of the
Non-Executive Directors is set by the Board as a whole and within
the limits contained in the Articles of Association of the Company.
No Non-Executive Director participates in any discussion in
respect of their own remuneration.
Contract of Service
The Executive Directors have employment agreements with the
Company all of which have notice periods of one year. There 
is no provision in the Directors service contracts in respect of
liquidated damages. The Executive Directors employment is
subject to one year’s notice and any compensation payable for
waiver of notice will be subject to agreement and the circumstances
of the termination.
The normal term of office for a Non-Executive Director is three
years from approval of appointment by the Company in General
Meeting. On expiry the appointment may be re-approved for 
two further periods of three years but so that the maximum period
of service does not exceed nine years from the initial formal
appointment by the Company in General Meeting. 
The Directors and Non-Executive Directors have the following
contracts of employment or contract service dates:
Name Contract date
Executive Directors (Employment contracts)
R.S. Leigh 17 May 1983
B.B.J. Charles 13 March 2001
S.P . Swayne 1 June 2000
M.E. Mason 13 April 1999
Non-Executive Directors (Service contracts)
P .H.P . Stephens 27 May 2002
P .C.H. Vey 17 October 2000
M-A. van Ingen 27 May 2002
Pensions
The Company contributes to individual executive pension plans for
each Director. All these schemes are defined contribution schemes
and do not give rise to any further liability of the Company for past
service benefits. 16 eurodis electron annual report 2003
Advisers
During the year the Company retained the services of
PricewaterhouseCoopers LLP, the Company’s auditors, and
Nicholson Graham & Jones, the Company’s solicitors, to advise
the Remuneration Committee in respect of the new 2003 Eurodis
Executive Share Option Scheme and the 2003 Eurodis Executive
Long Term Incentive Plan (LTIP). Advice received included the
preparation, design, performance conditions and implementation
of the Schemes.
Long Term Incentive Schemes
The Company currently operates Executive Share Option Schemes
over unissued and issued shares, as detailed in note 21 to the
Accounts. Options granted under the 1985 and 1991 Schemes
were granted under the rules of the relevant Schemes at that time
and did not require performance conditions to be attached. During
the year options were only granted under the new 2003 Schemes
and are subject to performance targets discussed below.
In respect of the 1995 Scheme, exercise of options granted prior
to 27 February 2002 is subject to the performance condition that 
over the three year period following grant, the earnings per share
(“eps”) growth must exceed growth in retail prices by an average
of 2% per annum. Grants under the 1995 Scheme on 27 February
2002 were subject to the same performance condition except that
the eps growth is required to exceed growth in retail prices by 5%.
At an Extraordinary General Meeting held on 25 February 2003,
the Eurodis Electron 2003 Share Option Scheme and the Eurodis
Electron 2003 Long Term Incentive Scheme were approved 
and adopted.
The exercise of grants made under the 2003 Executive Share
Option Scheme is subject to real growth of eps of 3% per annum
in the first three years after grant. If the performance condition 
is not met over the initial three year performance period then 
re-testing of performance against the original base year is
permitted at the fourth and fifth anniversaries of the date of grant.
As the eps at 31 May 2002 was negative, the Committee set a
notional figure of 5.7 pence per share for that financial year, being
the average of the normalised eps over the three financial years
ending 31 May 2000 to 31 May 2002.
The exercise of the awards made under the Long Term Incentive
Scheme is subject to performance targets measuring growth in
Total Shareholder Return (“TSR”) over a three year period following
the award date. The vesting of the awards will be on a sliding
scale. For the first three plan cycles, the last of which is expected
to vest by the end of March 2008, the performance targets will 
be aligned with a targeted recovery in the share price over the
period to March 2008. The minimum threshold will require 
a level of annualised TSR broadly consistent with a share price of 
150 pence per share by March 2008, when 30% of the shares will
vest. The maximum amount of the award will vest if the annualised
TSR at that date is broadly consistent with a share price of 
275 pence per share or more.
The performance targets for exercise of the LTIP options are 
as follows:
(a) with reference to 50% of the award the TSR achieved by the
Company over the time period shall be compared to the TSR
(calculated in the same manner) achieved by the FTSE Small
Cap Index (excluding investment trusts) (“the Index”) over the
same time period; 
if the Company’s TSR is less than 85 percentage points above
the TSR of the Index, then this part of the award shall lapse
forthwith and cease to be exercisable;
if the Company’s TSR is equal to 85 percentage points above
the TSR of the Index, 30% of this part of the award will vest
(“minimum vesting”);
if the Company’s TSR is equal to or greater than 105
percentage points above the TSR of the Index, 100% of this
part of the award shall vest (“maximum vesting”);
if the Company’s TSR is between the minimum vesting and
maximum vesting levels, the level of vesting will be calculated
in a linear manner between 30% and 100%.
(b) with reference to the remaining 50% of the award the TSR
achieved by the Company over the time period shall be
determined as follows:
if the Company’s TSR is less than 95% per annum over the
time period, then this part of the award shall lapse forthwith
and cease to be exercisable;
if the Company’s TSR is equal to 95% per annum over the
time period, 30% of this part of the award shall vest (“minimum
vesting”);
if the Company’s TSR is equal to or greater than 120% per
annum over the time period, 100% of this part of the award
shall vest (“maximum vesting”);
if the Company’s TSR is between the minimum vesting and
maximum vesting levels, the level of vesting will be calculated
in a linear manner between 30% and 100%.
For the purposes of establishing whether the conditions above
have been satisfied the time period shall be abbreviated to the
dealing day immediately preceding the date determined by the
Grantor to be the relevant date (where such early determination is
required), or the date of the event under the Rules as appropriate
for the purposes of such measurement.
Performance Graph
The following graph shows the Total Shareholder Return
performance of Eurodis Electron PLC against the FTSE Small-Cap
Index for the five years from 19 June 1998 to 20 June 2003, 
the latest practical date prior to publication of this report. The
Remuneration Committee has decided that the FTSE Small-Cap
Index is an appropriate index for this purpose because the
Company’s shares have formed part of that index throughout this
period and the companies in this index are more comparable to
Eurodis Electron PLC in terms of size and expected performance.
Total Shareholder Return
0
20
40
60
80
100
120
140
31 May 98 31 May 99 31 May 00 31 May 01 31 May 02 31 May 03
Eurodis Electron
Value %
20 Jun 03
FTSE Small-Cap Index
19 Jun 98
remuneration report
continued
Source: Datastream
Mr. P .H.P . Stephens 
Chairman of the Remuneration Committee  eurodis electron annual report 2003 17
Compliance
The Board supports the principles of corporate governance set
out in section 1 of the Combined Code appended to the Listing
Rules of the Financial Services Authority (“the Code”). The Board
confirms that the Company complies with the requirements of the
Code and has done so throughout the year, with the exception that
Mr P .C.H. Vey, a Non-Executive Director, who does not currently
have a fixed term of office. 
The manner in which the Group applies the principles of good
corporate governance, as defined by the Code, is described in 
the appropriate sections of this report.
During the year the Company has maintained a Board of
Directors, which leads and controls the Company and comprises
three Non-Executives, four Executive Directors, including the Chief
Executive Officer and an Executive Chairman. The Board met on
eleven occasions during the year, although there is routine contact
with the Non-Executive Directors in respect of significant matters
as they arise. Seven of the meetings were attended by all the
Directors, Ms M-A. van Ingen and Mr M. E. Mason were absent
on two occasions and Mr P .C.H. Vey on one occasion. 
Mr. P .H.P . Stephens is appointed as the senior independent 
Non-Executive Director. 
The biographies of the Directors appear on page 13.
The role of the Board is to maximise the long term performance 
of the Group through the ongoing development of a strategy to
create shareholder value. The Board reviews and implements
strategic issues on a regular basis and exercises control by
establishing extensive performance criteria and monitoring
subsequent performance.
In accordance with the Articles of Association of the Company
and the Code each Director is subject to re-election by the
Company’s shareholders at the Annual General Meeting
immediately following appointment and at least every three years
thereafter. With the exception of Mr P .C.H. Vey the Non-Executive
Directors have fixed terms of office of three years that are capable
of being renewed on a maximum of two occasions, so that they
shall hold office for no longer than nine years. 
The Board has a schedule of matters, including those relating to
social, ethical and environmental concerns, specifically reserved 
to it for decision and has approved the written terms of reference
for the Audit and Remuneration Committees to which it has
delegated its authority in certain matters. The schedule makes 
it clear that all Directors have access to the advice and services 
of the Company Secretary and establishes a procedure for 
all Directors to take independent advice, if necessary, at the
Company’s expense. Appropriate training is arranged on
appointment and as required thereafter.
Mr. P .H.P . Stephens and Ms. M-A. van Ingen are regarded as
independent Non-Executive Directors of the Board in that they
have no other commercial, family or other relationships with the
Company, its customers, suppliers, employees or shareholders.
Mr. P .C.H. Vey is not regarded as independent as he has served
as a Non-Executive Director for twenty years. Mr. P .C.H. Vey has
indicated his intention to resign in 2003. With the centralisation of
the Group, the future composition of the Board is being carefully
considered by the Directors and the Nomination Committee. The
intention is that the future structure and membership will conform
to both the needs of the business and the requirements of good
corporate governance. 
corporate governance
Audit Committee
The Audit Committee comprises the Non-Executive Directors with
Mr. P .C.H. Vey as Chairman. The Committee met twice in the
year. It assists the Board in observing its responsibility for
ensuring that the Group’s information systems provide accurate
and up-to-date information on the financial position and that the
Group’s published financial statements represent a true and fair
reflection of this position. It also assists the Board in ensuring 
that appropriate accounting policies, internal financial controls 
and compliance procedures are in place. At the invitation of the
Committee, the Auditors and Executive Directors attend its
meetings. The Auditors report on the results of their work
performed throughout the Group. The Audit Committee reviews
the non audit services that have been provided.
Remuneration Committee
The Remuneration Committee comprises of the Non-Executive
Directors. Mr. P .H.P . Stephens acts as Chairman of the Committee.
The Committee met five times during the year, and is responsible
for advising on remuneration policy for senior executives and for
determining the remuneration package of the Executive Directors.
The Remuneration Report is set out on pages 14 to 16.
Nomination Committee
The Nomination Committee comprises of Mr. P .H.P . Stephens 
as Chairman, Mr. R.S. Leigh and Mr. P .C.H. Vey. The Committee
is responsible for considering and recommending to the Board,
persons who are appropriate for appointment as Executive and
Non-Executive Directors. Appointments remain the responsibility
of the whole Board. The Nomination Committee meets when
required and retains the services of external consultants as
necessary.
Risk Assessment
As required by the Turnbull guidance, during the year the Board
completed a further risk assessment process on the key financial,
operational and compliance risks to identify, evaluate and manage
significant risks to the Group’s business. These assessments also
included risks associated with social, environmental and ethical
matters. The assessments have been effected at both Group 
and individual company level. They included common definitions
of risk and ensure, as far as practicable, that the policies and
procedures established by the Board are appropriate to manage
the perceived risks to the Group. During the year, the risk
assessment process revealed no significant risks of which the
Board was not previously aware. The Board acknowledges that 
it is responsible for the Group’s system of internal control and 
for reviewing its effectiveness. As with all such systems, internal
control 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. 18 eurodis electron annual report 2003
Internal Control
The processes of internal control have been in place for the full
year. The day to day running of the Group’s business is delegated
to an Operating Board consisting of the Executive Directors of the
Company, the Group Vice Presidents of Sales, Marketing, Operations
and Human Resources. The proceedings of the Operating Board
are routinely reviewed by the Board of the Company.
Key financial and operational measures are reported on a daily,
weekly and/or monthly basis and are measured against both
budget and interim forecasts which have been approved and
reviewed by the Board. The Board has established a clear
organisational structure with authority levels within the Group
defined through written policies and procedures. These policies
and procedures are published to each company in the Group and
are available to all staff through the Group intranet. 
The Group Internal Audit process is based on regular internal self
certification, by the individual companies, of compliance to the
Group’s policies and procedures. The Board has reviewed the
effectiveness of this and of the systems of internal control. This
process is part of the regular, detailed, business reviews
conducted by senior Group staff. The present process of internal
control has been successful and cost effective but consideration
has been given to augmenting the present processes with some
element of independent internal audit. However with the cash and
cost constraints of the past year action has been deferred for the
time being.
Through the detailed reporting and reviews, risk management and
the process of internal audit, the Board continues to embed
internal control and risk management into the operations of the
business and to continuously review policies and procedures to
ensure that they are appropriate, understood and fully implemented
and to effect improvements which come to the attention of 
the Board.
Ethics and Environmental Policy
As part of the Group’s Ethics Policy, the Board has issued an
Environmental Policy Statement within the Group’s policies and
procedures. The operation of the Group’s businesses does not
have a material risk of direct negative environmental impact. The
Board nevertheless seeks to limit any such impact and ensure 
that environmental concerns are properly taken into account in 
all relevant decisions. Environmental Action Plans, sponsored 
by Mr. M.E. Mason, have been initiated to identify and measure
environmental improvements in the Group’s operations. Specific
individuals at each main location are responsible for managing the
local plan and undertaking any training that may be required. 
The consolidation of the Group’s local warehouses across Europe
into the single, purpose built Advanced Logistics Centre in
Haaksbergen, East Netherlands, has reduced overall environmental
costs. Enhanced risk management, the efficiencies of scale, the
recycling of waste, minimised handling, improved health and safety
and the use of environmentally friendly packaging have lowered
still further the environmental impact of the Group’s operations.
Relations with Shareholders
The Company maintains regular contact with major shareholders
to ensure full understanding of the Group’s objectives and monitors
movements in significant shareholdings. Notice of the Annual
General Meeting will be sent to shareholders at least twenty
working days prior to the Meeting. In the absence of a poll being
called, Proxy Votes cast will be declared after each Resolution 
has been dealt with on a show of hands and the details posted 
on the Company’s website – www.eurodis.com. The Chairman 
of the Board and of the Remuneration and Audit Committees will
normally be available to answer questions at the meeting.
Going Concern
The financial statements have been prepared on a going concern
basis as, after making appropriate enquiries and completion 
of the refinancing of the Group and Company and raising of
approximately s25.2m of new equity through a Placing and Open
Offer to shareholders, the Directors have a reasonable expectation
that the Group and the Company have adequate resources 
to continue in operational existence for the foreseeable future.
Statement of Directors’ Responsibility for 
Preparing the Accounts
The Directors are required by UK company law to prepare financial
statements which give a true and fair view of the state of affairs 
of the Company and the Group as at the end of the financial year
and of the profit or loss for that period. In preparing these financial
statements suitable accounting policies, consistently applied and
supported by reasonable and prudent judgements and estimates, 
and applicable accounting standards have been followed.
The Directors are responsible for ensuring that proper and
adequate accounting records have been maintained, which
disclose with reasonable accuracy at any time, the financial
position of the Company and the Group which enable them to
ensure that the financial statements comply with the Companies
Act 1985. The Directors also have general responsibility for taking
reasonable steps to safeguard the assets of the Company and the
Group and for preventing and detecting fraud and other irregularities. 
corporate governance
continued eurodis electron annual report 2003 19
auditors’ report
Independent Auditors’ Report to the Members of
Eurodis Electron PLC.
We have audited the financial statements which comprise the
Group profit and loss account, the Group balance sheet, the
Company balance sheet, the statement of Group total recognised
gains and losses, the reconciliation of movements in shareholders’
funds, the Group cash flow statement and the related notes. We
have also audited the disclosures required by Part 3 of Schedule
7A to the Companies Act 1985 contained in the Directors’
remuneration report (“the auditable part”).
Respective Responsibilities of Directors and Auditors
The Directors’ responsibilities for preparing the Annual Report 
and the financial statements in accordance with applicable 
United Kingdom law and accounting standards are set out in the
statement of Directors’ responsibilities. The Directors are also
responsible for preparing the Directors’ Remuneration report. 
Our responsibility is to audit the financial statements and the
auditable part of the Directors’ Remuneration report in accordance
with relevant legal and regulatory requirements and United
Kingdom Auditing Standards issued by the Auditing Practices
Board. This report, including the opinion, has been prepared for
and only for the Company’s members as a body in accordance with
Section 235 of the Companies Act 1985 and for no other purpose.
We do not, in giving this opinion, accept or assume responsibility
for any other purpose or to any other person to whom this report
is shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
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 auditable part of the Directors’ Remuneration
report 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 is not disclosed.
We read the other information contained in the Annual Report 
and consider the implications for our report if we become aware 
of any apparent misstatements or material inconsistencies with 
the financial statements. The other information comprises only the
Chairman’s statement, Chief Executive’s review, Financial review,
Directors’ report, unaudited part of the Remuneration report and
Corporate Governance report.
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 to form an opinion
on the effectiveness of the Company’s or Group’s corporate
governance procedures or its risk and control procedures.
Basis of Audit Opinion
We conducted our audit in accordance with Auditing Standards
issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts
and disclosures in the financial statements and auditable part of
the Directors’ Remuneration report. It also includes an assessment
of the significant estimates and judgements made by the Directors
in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the Company’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary in
order to provide us with sufficient evidence to give reasonable
assurance that the financial statements and auditable part of the
Directors’ Remuneration report are free from material
misstatement, whether caused by fraud or other irregularity or
error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial
statements.
Opinion
In our opinion:
•the financial statements give a true and fair view of the state of 
affairs of the Company and the Group at 31 May 2003 and of 
the loss and cash flows of the Group for the year then ended;
•the financial statements have been properly prepared in 
accordance with the Companies Act 1985; and
• those parts of the Directors’ Remuneration report required by 
Part 3 of Schedule 7A to the Companies Act 1985 have been 
properly prepared in accordance with the Companies Act 1985.
8 September 2003
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
London 20 eurodis electron annual report 2003
group profit and loss account
for the year ended 31 May
2003 2002
Before Goodwill and Before Goodwill and
goodwill and non operating goodwill and non operating
non operating items non operating items
items (note 5) T otal items (note 5) T otal
Notes i’m i’m i’m s’m s’m s’m
Sales 2
Continuing operations 438.2 438.2 532.4 532.4
Discontinued operations –– 33.4 33.4
438.2 438.2 565.8 565.8
Gross profit 2
Continuing operations 72.9 – 72.9 98.0 – 98.0
– Restructuring costs 6 (5.7) – (5.7) –––
67.2 – 67.2 98.0 – 98.0
Discontinued operations ––– 6.3 – 6.3
T otal gross profit 67.2 – 67.2 104.3 – 104.3
Operating expenses 2 & 3
Continuing operations (78.9) (1.1) (80.0) (89.0) (1.1) (90.1)
– Restructuring costs 6 (17.7) – (17.7) (12.3) – (12.3)
(96.6) (1.1) (97.7) (101.3) (1.1) (102.4)
Discontinued operations ––– (2.8) – (2.8)
T otal operating expenses (96.6) (1.1) (97.7) (104.1) (1.1) (105.2)
Operating (loss)/profit 2 & 3
Continuing operations (6.0) (1.1) (7.1) 9.0 (1.1) 7.9
– Restructuring costs 6 (23.4) – (23.4) (12.3) – (12.3)
(29.4) (1.1) (30.5) (3.3) (1.1) (4.4)
Discontinued operations ––– 3.5 – 3.5
T otal operating (loss)/profit (29.4) (1.1) (30.5) 0.2 (1.1) (0.9)
Non operating items
Continuing operations
– Write down in carrying value of investments – (0.4) (0.4) –––
– Loss on disposal of fixed assets – (1.5) (1.5) – (0.9) (0.9)
Discontinued operations
– Profit on disposal of businesses ––– – 5.7 5.7
(Loss)/profit on ordinary activities before interest (29.4) (3.0) (32.4) 0.2 3.7 3.9
Net finance costs 7 (7.0) – (7.0) (8.0) – (8.0)
(Loss)/profit on ordinary activities before taxation
– Before restructuring costs, goodwill and non operating items (13.0) – (13.0) 4.5 – 4.5
– Restructuring costs, goodwill and non operating items (23.4) (3.0) (26.4) (12.3) 3.7 (8.6)
T otal (loss)/profit on ordinary activities before taxation (36.4) (3.0) (39.4) (7.8) 3.7 (4.1)
T axation 8 0.7 – 0.7 (2.3) (1.5) (3.8)
(Loss)/profit on ordinary activities after taxation (35.7) (3.0) (38.7) (10.1) 2.2 (7.9)
Equity minority interests 23 – (0.1)
Loss for the financial year (38.7) (8.0)
Preference dividends 9 (1.3) (1.4)
Loss attributable to ordinary shareholders (40.0) (9.4)
Ordinary dividends (equity) 9 – (5.2)
Retained loss for the financial year (40.0) (14.6)
Loss per ordinary share of 16.3 cents 10
– on basic and diluted earnings (51.79c) (12.17c)
– on adjusted basic and diluted earnings (18.64c) (0.67c)
The notes on pages 24 to 40 form an integral part of these financial statements. eurodis electron annual report 2003 21
group balance sheet
as at 31 May
Group
2003 2002
Notes i’m s’m
Fixed assets
Intangible assets: Goodwill 11 20.4 20.1
T angible assets 12 45.3 43.8
Investments 13 0.3 2.2
66.0 66.1
Current assets
Stocks 14 73.3 91.3
Gross debtors 15 107.2 142.5
Less: Non-returnable proceeds (8.6) (25.4)
98.6 117.1
Cash at bank and in hand 7.3 47.4
179.2 255.8
Creditors – Amounts falling due within one year
Finance debt 16 (82.4) (85.1)
Other creditors 18 (93.5) (127.7)
(175.9) (212.8)
Net current assets 3.3 43.0
T otal assets less current liabilities 69.3 109.1
Creditors – Amounts falling due after more than one year
Finance debt 16 (12.4) (12.3)
Provision for liabilities and charges 19 (15.0) (13.5)
Net assets 41.9 83.3
Capital and reserves
Called up share capital 21 34.3 34.3
Share premium account 22 106.7 106.7
Share capital redemption reserve 22 0.2 0.2
Profit and loss account 22 (99.3) (58.2)
Shareholders’ funds* 41.9 83.0
Minority interests (equity) 23 – 0.3
41.9 83.3
*Shareholders’ funds are represented by:
Equity interests 20.2 61.3
Non-equity interests 21 21.7 21.7
41.9 83.0
M.E. Mason
8 September 2003 Executive Director and
Vice President, Finance
The notes on pages 24 to 40 form an integral part of the financial statements. 22 eurodis electron annual report 2003
group cash flow statement
for the year ended 31 May
2003 2002
Notes i’m i’m s’m s’m
Net cash flow from operating activities 24 (12.3) 50.2
Returns on investments and servicing of finance
Net interest paid (6.5) (7.5)
Interest element of finance lease payments (0.5) (0.5)
Dividends paid on non-equity shares (0.7) (1.4)
Net cash outflow from returns on investments and servicing of finance (7.7) (9.4)
Taxation
UK corporation and overseas tax paid (3.5) (3.1)
Capital expenditure and investments
Purchase of tangible fixed assets (11.9) (9.0)
Proceeds from disposal of fixed asset investments 0.9 –
Proceeds from disposal of tangible fixed assets 0.3 0.2
Net cash outflow from capital expenditure and investments (10.7) (8.8)
Acquisitions and disposals
Net (outflow)/inflow on acquisitions/disposals 20 (1.7) 10.5
Equity dividends paid (3.0) (5.3)
Cash (outflow)/inflow before financing (38.9) 34.1
Financing 25 9.7 (27.2)
(Decrease)/increase in cash 26 (29.2) 6.9
The notes on pages 24 to 40 form an integral part of these financial statements. eurodis electron annual report 2003 23
statement of group total recognised gains and losses
for the year ended 31 May
2003 2002
i’m s’m
Loss for the financial year (38.7) (8.0)
Currency translation differences on foreign currency net investments (1.1) (1.1)
T otal recognised gains and losses for the year (39.8) (9.1)
reconciliation of movements in shareholders’ funds
for the year ended 31 May
2003 2002
i’m s’m
Loss for the financial year (38.7) (8.0)
Preference dividends (1.3) (1.4)
Ordinary dividends – (5.2)
Retained loss for the financial year (40.0) (14.6)
Currency translation differences on foreign currency net investments (1.1) (1.1)
Net reduction in shareholders’ funds (41.1) (15.7)
Opening shareholders’ funds 83.0 98.7
Closing shareholders’ funds 41.9 83.0
The notes on pages 24 to 40 form an integral part of these financial statements. 24 eurodis electron annual report 2003
notes to the financial statements
1 Accounting Policies
Basis of Accounting
The financial statements are prepared under the historical cost convention and in accordance with applicable accounting standards, 
all of which, except for items set out below, have been applied consistently throughout the year and the preceding year.
The Group is implementing Financial Reporting Standard 17, “Retirement Benefits”, in accordance with the transitional arrangements 
set out in the standard. The disclosures required for the financial year ended 31 May 2003 are set out in note 32 to the financial statements.
The principal accounting policies adopted by the Group are described below.
Consolidation
The Group financial statements consolidate the accounts of the Company and its subsidiary undertakings, the principal of which are set
out on page 44. The results of businesses acquired or sold during the year are included in the Group financial statements from the date
of acquisition or to the date of disposal.
Until the introduction of FRS10, goodwill arising on consolidation had been written off directly against reserves. Any goodwill eliminated
against reserves at the time a business was purchased is included in the calculation of any profit or loss on disposal. Goodwill is
calculated gross of any share premium relief. At 1 June 1998, the goodwill written off to the goodwill reserve was transferred to the profit
and loss account and therefore remains in reserves. Goodwill resulting from acquisitions after 1 June 1998 is capitalised and amortised
over an estimated useful life of no more than 20 years. These lives have been determined after taking account of the nature of the
business acquisition and the nature of the markets in which they operate.
Reporting Currency
On 23 April 2002, the Board made the decision to report and consolidate the results in euro, the Group’s functional currency. The share
capital and capital reserves at 31 May 2003 and 31 May 2002 being those of the Company, have been translated at the euro rate of
0.614, the exchange rate on 23 April 2002, the effective date the Board made the decision to change to report in euro.
Sales
Sales represent the value of goods and services sold to third parties excluding taxes. Sales are recognised when persuasive evidence 
of an arrangement with a customer exists, delivery has occurred, the price is fixed or determinable and collection of the amount due 
is reasonably assured.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are stated at cost less accumulated depreciation and provision for impairment. A review for the potential
impairment of a fixed asset is carried out if events or changes in circumstances indicate that the carrying amount of a fixed asset may
not be recoverable. Such impairment reviews are performed in accordance with FRS11. Impairments thus arising are recorded in the
profit and loss account.
Depreciation is provided on all tangible fixed assets except freehold land, at annual rates calculated to write-off the cost of each asset
over its estimated useful life on a straight line, or reducing balance, basis. The estimated useful lives range from four to fifteen years with 
the exception of freehold buildings, which are depreciated over 40 years, and leasehold property, which is depreciated over the period 
of the lease. eurodis electron annual report 2003 25
Investments
All investments are stated at cost. Provision is made to reflect any impairment in the carrying value of a subsidiary in accordance with FRS11.
Stocks
Stocks are stated at the lower of cost and net realisable value.
Deferred Taxation
Deferred tax is provided using the incremental liability approach and is measured on a non discounted basis at the tax rates expected 
to apply in the periods in which the timing differences reverse. Full provision is made for deferred tax in respect of all timing differences
that have originated but not reversed at the balance sheet date except deferred tax assets are only recognised to the extent they are
regarded as recoverable.
Foreign Currencies
Non euro denominated companies’ results are translated into euro at the weighted average exchange rates applicable during the year
and their assets and liabilities translated at rates ruling at the balance sheet date. Exchange differences on translating the opening net
investment in non euro denominated companies are taken to reserves. Differences on trading transactions are included in the profit and
loss account. Transactions denominated in foreign currencies are translated into local currency at the rate of exchange prevailing when
the transaction took place, or where applicable, the contracted rate. The principal exchange rates used in the preparation of these
financial statements are disclosed in note 30 to the financial statements.
Financial Instruments
Gains and losses on forward foreign exchange contracts, which hedge future purchases and sales denominated in foreign currencies 
are taken to the profit and loss account on maturity to match the underlying transactions.
The disclosures required under FRS13 “Derivatives and Other Financial Instruments: Disclosures” relating to the management of financial
instruments and their impact on the Group’s risk profile, performance and financial condition are set out in note 17 to the financial
statements.
Leased Assets
Assets acquired under hire purchase contracts or on finance leases are capitalised in the balance sheet and are depreciated over their
useful lives or the period of the lease, if this is shorter. The present value of the future rentals is shown as a liability. The interest element
of rental obligations is charged to the profit and loss account over the period of the contracts and represents a constant proportion 
of the balance of the capital repayments outstanding.
Rentals arising on operating leases are charged in the profit and loss account on a straight line basis over the lease term.
Pensions
The Group operates defined benefit and defined contribution pension schemes. The expected costs of the defined benefit schemes 
are charged against profit over the period benefiting from the employees’ service. Variations from the regular cost are charged against
profit on a systematic basis over the expected remaining service lives of employees in each scheme. Contributions to the defined benefit
schemes are determined on the basis of professional actuarial advice in accordance with statutory requirements. As described in the
paragraph, “Basis of Accounting” noted above, the Group is implementing FRS17, “Retirement Benefits”, in accordance with the
transitional arrangements set out in the standard.
Payments to defined contribution schemes are charged against profit as incurred. 26 eurodis electron annual report 2003
notes to the financial statements 
continued
2 Analysis of Results
Continuing Discontinued Continuing Discontinued
operations operations T otal operations operations T otal
2003 2003 2003 2002 2002 2002
i’m i’m i’m s’m s’m s’m
The Group’ s results are analysed as follows:
Sales 438.2 – 438.2 532.4 33.4 565.8
Cost of sales (371.0) – (371.0) (434.4) (27.1) (461.5)
Gross profit 67.2 – 67.2 98.0 6.3 104.3
Distribution costs (84.6) – (84.6) (92.6) (2.0) (94.6)
Administration expenses (13.1) – (13.1) (9.8) (0.8) (10.6)
Operating (loss)/profit (30.5) – (30.5) (4.4) 3.5 (0.9)
Goodwill amortisation of s1.1m (2002: s1.1m) for continuing operations has been included in administration expenses.
Operating exceptional items of s14.7m (2002: s7.2m) relating to continuing operations have been included in: cost of sales s4.8m (2002: snil);
distribution costs s5.8m (2002: s7.2m); and administration expenses s4.1m (2002: snil).
The results of the systems division of Eurodis Schweiz AG, Eurodis Data, have been disclosed as discontinued operations last year following 
the sale of the trade and certain assets of the business on 31 January 2002. 
Eurodis Electron PLC is a pan-European distributor of electronic components and associated products with operations in nineteen European
countries. The analysis of sales by geographical origin for continuing operations is as follows:
2003 2002
i’m s’m
United Kingdom 55.0 61.4
Rest of European Union 333.8 412.0
Other 49.4 59.0
438.2 532.4
Sales to countries outside of Europe were s8.1m for the year ended 31 May 2003 (2002: s9.3m).
In the opinion of the Directors, further segmental information would be seriously prejudicial to the interests of the Group.
3 Operating (Loss)/Profit
2003 2002
i’m s’m
The Group’s results include charges/(credits) for:
Auditors’ remuneration
– Audit fees paid to PricewaterhouseCoopers LLP 0.4 0.4
– T axation fees paid to PricewaterhouseCoopers LLP 0.3 0.3
– Acquisition fees paid to PricewaterhouseCoopers LLP 0.1 –
– Other fees paid to PricewaterhouseCoopers LLP – 0.1
Depreciation (including s1.1m (2002: s1.1m) in respect of assets held under finance leases) 6.6 6.0
Goodwill amortisation 1.1 1.1
Operating lease rentals – plant and machinery 1.8 1.9
– other 4.4 5.7
Loss/(profit) on disposal of fixed assets
– non operating exceptional items 1.5 0.9
– other (0.1) (0.1)
Loss on foreign exchange 0.8 1.1
The aggregate payroll costs, including Directors’ emoluments were:
Wages and salaries 33.3 43.0
Social security costs 5.9 8.0
Other pension costs (note 32) 2.5 2.5
41.7 53.5 eurodis electron annual report 2003 27
4 Directors and Employees
Directors emoluments and their interests in share options are contained in the Remuneration Report on pages 14 to 16.
The number of employees, including Executive Directors, during the year was made up as follows:
2003 2002 2003 2002
Average Average Year end Year end
Components – continuing operations 870 1,099 807 1,074
Systems – discontinued operations – 27 – –
870 1,126 807 1,074
5 Goodwill and Non Operating Items
2003 2002
i’m i’m s’m s’m
Operating profit – continuing operations
Goodwill amortisation (1.1) (1.1)
Non operating items
Continuing operations
– Write down in carrying value of investments
(1)
(0.4) –
– Loss on disposal of fixed assets
(2)
(1.5) (0.9)
(1.9) (0.9)
Discontinued operations – profit on disposal of businesses – 5.7
(1.9) 4.8
(3.0) 3.7
T axation charge on non operating items – (1.5)
(3.0) 2.2
(1)
The write down in investments relates to the impairment in the value of the shares held by the ESOT to the open market value at 31 May 2003.
(2)
The loss on disposal of fixed assets is as a result of the closure of the satellite warehouses and the loss on disposal of the investment in 
Pioneer-Standard shares.
6 Restructuring Costs
2003 2002
i’m s’m
Non recurring costs – continuing operations 8.7 5.2
Exceptional items – continuing operations 14.7 7.1
Restructuring costs 23.4 12.3
T axation credit on restructuring costs (0.8) (1.2)
22.6 11.1
Group cost savings, largely through workforce reductions, have resulted in non recurring restructuring costs of s23.4m. Non recurring costs
comprise s5.1m of salary costs incurred in the period up to the earliest date that contract terminations could be achieved and s3.6m dual running
warehouse costs. Exceptional costs comprise s5.8m of termination payments, s0.8m of re-financing costs incurred to 31 May 2003, s3.3m 
of associated property lease costs and s4.8m of additional stock provisions for franchise terminations.
7 Net Finance Costs
2003 2002
i’m s’m
Interest payable on:
Bank loans and advances repayable within five years 6.8 8.9
Finance leases 0.5 0.6
7.3 9.5
Interest receivable (0.3) (1.4)
7.0 8.1
Classified as:
Finance costs, net 7.0 8.0
Interest payable capitalised – 0.1
7.0 8.1 28 eurodis electron annual report 2003
notes to the financial statements 
continued
8 Taxation
2003 2002
i’m s’m
(Credit)/charge on ordinary activities
UK
Corporation tax at 30% (2002: 30%) – 1.5
Less: double taxation relief – (0.9)
– 0.6
Deferred tax 0.7 0.4
Adjustments relating to prior periods
– current taxation 0.1 (0.9)
– deferred taxation – –
0.8 0.1
Overseas
Current taxation (0.6) 4.0
Deferred taxation (1.3) 0.1
Adjustments relating to prior periods
– current taxation 0.2 (0.2)
– deferred taxation 0.2 (0.2)
(1.5) 3.7
T axation (credit)/charge (0.7) 3.8
Classified as:
Trading activities – current (0.4) 4.8
– adjustments relating to prior periods 0.5 (1.3)
0.1 3.5
Non recurring restructuring costs (0.5) (0.6)
Exceptional items – operating (0.3) (0.6)
Exceptional items – non operating items – 1.5
(0.7) 3.8
The tax is reconciled to a notional 30% of profit before taxation, amortisation of goodwill, restructuring costs and non operating items as follows:
Expected tax (credit)/charge (3.9) 1.4
Overseas tax rates – (0.4)
Utilisation of tax losses – (0.3)
Additional tax on profits remitted to the UK – 0.7
Additional tax on UK exchange gains 1.5 0.6
Unrelieved tax losses on overseas operations 2.0 2.8
(0.4) 4.8
Future tax payments and charges will be reduced because of the availability of tax losses carried forward. The current tax charges will also be
affected by charges in excess of tax depreciation over book depreciation and the use of tax credits.
9 Dividends
2003 2002 2003 2002
£’m £’m s’m s’m
Preference dividends 0.9 0.9 1.3 1.4
Ordinary – interim nil per share (2002: 1.73p/2.76c) – 1.4 – 2.2
– final proposed nil per share (2002: 2.50p/3.92c) – 1.9 – 3.0
T otal ordinary dividends – 3.3 – 5.2
Preference dividends of s0.8m (2002: snil) are unpaid at 31 May 2003. Preference dividends will continue to be charged to the profit and loss
account and accrued until payment is made, which will be before any future ordinary dividends are paid. eurodis electron annual report 2003 29
10 Loss per Ordinary Share
Basic and diluted loss per ordinary share
Basic and diluted loss per share is calculated on the basis of the weighted average of 77,234,292 (2002: 77,234,292) ordinary shares in issue,
excluding those held in the Eurodis Electron PLC Share Ownership Plan which are treated as cancelled, and loss for the financial year, after minority
interests and preference dividends, of s40.0m (2002: s9.4m).
Adjusted loss per ordinary share
Adjusted loss per share is shown by reference to earnings before goodwill amortisation, restructuring costs, non operating items and related 
tax which is calculated as follows:
2003 2002
i’m s’m
Loss after taxation (38.7) (7.9)
Goodwill amortisation (note 5) 1.1 1.1
Non operating items (note 5) 1.9 (4.8)
Restructuring costs (note 6) 23.4 12.3
T axation (credit)/charge on restructuring costs and non operating items (note 5 and 6) (0.8) 0.3
(13.1) 1.0
Minority interests – (0.1)
Preference dividends (1.3) (1.4)
Loss before goodwill amortisation, restructuring costs and non operating items (14.4) (0.5)
As referred to in note 31, subsequent events, the Company has issued a further 89,159,739 new ordinary shares through a placing and an open
offer to all shareholders.
11 Intangible Assets: Goodwill
i’m
Cost:
At 1 June 2002 22.2
Additions 1.4
At 31 May 2003 23.6
Amortisation:
At 1 June 2002 2.1
Amortisation charge for the year 1.1
At 31 May 2003 3.2
Net book value at 31 May 2003 20.4
Net book value at 31 May 2002 20.1
Goodwill additions in the year are disclosed in note 20.
In accordance with the accounting policy for goodwill, described in note 1, goodwill arising on acquisitions since 1 June 1998 has been capitalised
and is being amortised over 20 years. Goodwill arising on businesses acquired prior to 1 June 1998 amounting to s109.2m (2002: s109.2m) has
been written off to reserves in prior years. 30 eurodis electron annual report 2003
notes to the financial statements 
continued
12 Tangible Fixed Assets
Short term Fittings, Assets in
Freehold leasehold Computer plant and Motor course of
property property equipment machinery vehicles construction T otal
i’m i’m i’m i’m i’m i’m i’m
Cost:
At 1 June 2002 13.7 2.4 37.8 11.0 1.2 9.9 76.0
Assets brought into operation –– 0.6 9.3 – (9.9) –
Exchange (0.4) (0.2) (3.4) (0.3) (0.1) – (4.4)
Additions – 0.2 3.2 8.2 0.3 – 11.9
Disposals – (0.3) (1.1) (2.4) (0.6) – (4.4)
At 31 May 2003 13.3 2.1 37.1 25.8 0.8 – 79.1
Depreciation:
At 1 June 2002 3.8 0.3 18.6 8.8 0.7 – 32.2
Exchange (0.1) – (1.5) (0.1) – – (1.7)
Provided during the year 0.5 0.1 4.3 1.5 0.2 – 6.6
Exceptional write down 0.1 – 0.1 0.5 – 0.7
Disposals – (0.1) (1.1) (2.3) (0.5) – (4.0)
At 31 May 2003 4.3 0.3 20.4 8.4 0.4 – 33.8
Net book value at 31 May 2003 9.0 1.8 16.7 17.4 0.4 – 45.3
Net book value at 31 May 2002 9.9 2.1 19.2 2.2 0.5 9.9 43.8
Included within the cost of freehold property are assets held under finance leases which at 31 May 2003 amounted to s5.9m (2002: s5.9m), 
within computer equipment s5.5m (2002: s6.2m), within fittings, plant and machinery s0.1m (2002: s0.1m). T otal accumulated depreciation 
at 31 May 2003 on these amounts was s2.2m (2002: s2.0m) for freehold property, s2.8m (2002: s2.2m) for computer equipment and s0.1m
(2002: s0.1m) for fittings, plant and machinery.
13 Investments
Shares Group shares
in Pioneer- Mortgage held by
Standard bonds ESOP trust T otal
i’m i’m i’m i’m
At 1 June 2002 1.5 0.2 0.5 2.2
Disposal proceeds (0.9) – – (0.9)
Loss on disposal (note 5) (0.6) – – (0.6)
Write down of investments (note 5) –– (0.4) (0.4)
At 31 May 2003 – 0.2 0.1 0.3
The mortgage bonds are held in Austria and are invested as a statutory requirement in respect of long term service bonus liabilities.
The shares in Pioneer-Standard were sold on the open market during the year giving rise to an exceptional loss on disposal of s0.6m.
The Group operates four share schemes to reward and encourage its executives, one of which is satisfied by issued shares and controlled through
the Eurodis Electron Share Ownership Plan Trust. Details of the share option schemes are given in the Remuneration Committee Report. The 
ESOP trust holds 295,916 shares, 208,075 of which are under option at 31 May 2003. The shares have been valued at the open market rate 
at 31 May 2003 of 31 pence per share.
14 Stocks
Stocks comprise finished goods and spare parts held for re-sale. In some instances stocks are the subject of retention of title clauses. eurodis electron annual report 2003 31
15 Debtors
2003 2002
i’m s’m
Trade debtors 86.5 100.7
Other debtors 3.3 4.1
Prepayments and accrued income 8.8 12.3
98.6 117.1
The Group’ s Italian subsidiary factors part of its receivables without recourse. Interest is payable to the factor until the earlier of the receipt of
payment from the customer and 210 days from the due date.
The Group is not obliged to support any losses arising from the factored receivables nor does it intend to do so. The party with which the debts
have been factored has agreed in writing that it will seek repayment of the finance, as to both principal and interest, only to the extent that sufficient
funds are generated by the specific item it has financed and that it will not seek recourse in any other form.
Factoring interest charges recognised in the profit and loss during the year were s0.7m (2002: s0.8m).
16 Finance Debt
2003 2002
i’m s’m
Bank loans and overdrafts 88.5 83.1
Finance leases 6.3 14.3
94.8 97.4
Analysis of maturity of debt:
2003 2002
i’m s’m
In one year or less, or on demand 82.4 85.1
In more than one year but not more than two years 3.0 3.0
In more than two years but not more than five years 7.2 6.7
In more than five years 2.2 2.6
94.8 97.4
Funding is currently provided through local facilities and a structured asset finance facility which covers the U.K., Germany, France and Benelux. 
This facility is secured by a floating charge over the receivables and inventory of the various companies.
All finance debt, except that relating to a bank loan secured on the assets of the advanced logistics centre and finance leases, is repayable within
one year. An amount of s45.0m is repayable on demand. At 31 May 2003 there were secured bank loans and overdrafts of s59.3m. Of these,
s50.3m are secured by floating charges over the assets of the various companies. The long term bank loan of s9.0m secured on the assets of the
advanced logistics centre is funded on fixed rate financing of 4.85%. 
Finance leases are secured on the assets which they are used to finance on fixed rate financing. The weighted average fixed interest rate implicit 
on the finance leases is 7.4% (2002: 7.4%).
Obligations relating to finance leases fall due as follows:
2003 2002
i’m s’m
Within one year 0.9 2.0
In more than one year but not more than two years 1.0 3.0
In more than two years but not more than five years 2.2 6.7
In more than five years 2.2 2.6
6.3 14.3
The presentation of finance leases reflects the change in classification from finance lease debt to secured bank loans for the loan secured on the
assets of the advanced logistics centre. The secured debt outstanding at 31 May 2003 was s9.0m (2002: s6.7m). 32 eurodis electron annual report 2003
notes to the financial statements 
continued
17 Derivatives and Other Financial Instruments
Financial risk profile
The Group’ s financial instruments comprise borrowings, some cash and liquid resources, and working capital that arise directly from its operations.
The main purpose of these financial instruments is to raise finance for the Group’ s operations.
The Group also enters into derivative transactions, principally forward foreign exchange contracts to manage the currency risks arising from 
its operations.
It is, and has been throughout the period under review, the Group’ s policy that no trading in financial instruments shall be undertaken.
The main risks arising from the Group’ s financial instruments are interest rate risk, liquidity risk and foreign currency risk. The Board reviews and
agrees policies for managing each of these risks and they are summarised below.
Short term debtors and creditors have been excluded from the following disclosures other than the currency (foreign exchange) risk disclosures.
Interest rate risk
The Group finances its activities through a mixture of retained profits and bank borrowings. The Group borrows in the desired currencies at floating
rates of interest. Interest costs are, therefore, dependent upon the funding requirements of the Group and the prevailing market interest rates. 
Fixed rate funding is in place for specific assets such as buildings, warehouse fit out and computer equipment.
Interest rate and currency profile
2003
Weighted Weighted
Floating rate Fixed rate average average
Financial Financial Financial interest period rate
assets liabilities liabilities rate fixed
Currency i’m i’m i’m % (years)
euro 4.7 47.4 13.5 5.7 5.0
Swiss Franc 0.3 3.3–––
Sterling 0.1 9.7 1.8 7.5 3.2
US$ 1.6 4.0–––
JPY 0.1 1.0–––
Swedish Krona 0.1 14.1–––
Other 0.4––––
T otal 7.3 79.5 15.3 5.9 4.8
2002
Weighted Weighted
Floating rate Fixed rate average average
Financial Financial Financial interest period rate
assets liabilities liabilities rate fixed
Currency s’m s’m s’m % (years)
euro 40.1 65.0 4.8 7.3 6.9
Swiss Franc 0.5 5.4–––
Sterling 2.7 6.3 2.8 7.4 4.0
US$ 2.4 1.8–––
JPY 0.5 0.4–––
Swedish Krona 0.4 10.9–––
Other 0.8––––
T otal 47.4 89.8 7.6 7.4 5.8
Cash deposits comprise bank deposit accounts with interest rates that vary with base rates.
Interest rates of floating rate debt denominated in euro are linked principally to euribor with those debts in other countries based on other equivalent
local markets. eurodis electron annual report 2003 33
17 Derivatives and Other Financial Instruments (continued)
Undrawn borrowing facilities
2003 2002
i’m s’m
Expiring in one year or less 15.0 88.4
Liquidity risk
As described in note 16 and the Financial Review, the Group is funded through a mixture of local facilities and a structured asset finance facility.
Foreign exchange risk
Although the Group is based in the U.K., it has significant investment in overseas operations throughout Europe. As stated in note 1, the Group’ s
functional currency is the euro and therefore the Board made the decision on 23 April 2002 to report the full year results in euro. However, the
Group’ s financial position can be affected as a result of movements in Sterling, Swedish Krona and Swiss Franc.
The Group also has transactional currency exposures that arise from either sales or purchases by an operating unit in currencies other than the
unit’ s functional currency. The Group requires all its operating units to use forward currency contracts to mitigate the currency exposure on any
future expected cash flows.
Net foreign currency monetary assets/(liabilities)
2003 i’m
Net foreign currency monetary assets/(liabilities)
Functional currency of Group operation euro SFr £ SEK JPY US$ Other T otal
euro –– 0.3 1.0 – 1.9 (0.4) 2.8
Swiss Franc 1.1–––– 0.1 – 1.2
Sterling 3.4 (0.1) – 2.0 – (1.3) – 4.0
Swedish Krona (0.1) – – – (0.1) (0.6) 2.5 1.7
T otal 4.4 (0.1) 0.3 3.0 (0.1) 0.1 2.1 9.7
2002 s’m
Net foreign currency monetary assets/(liabilities)
Functional currency of Group operation euro SFr £ SEK JPY US$ Other T otal
euro – (0.2) (0.5) (0.9) 1.3 (6.0) – (6.3)
Swiss Franc 1.4––– 0.1 1.7 – 3.2
Sterling 2.4––– (0.5) (0.6) – 1.3
Swedish Krona (12.3) – (0.2) – 8.2 – 3.4 (0.9)
T otal (8.5) (0.2) (0.7) (0.9) 9.1 (4.9) 3.4 (2.7)
Other includes Danish Krone, s2.5m asset (2002: s2.4m asset) and Norwegian Krone, s0.4m liability (2002: s1.0m asset).
Unrecognised gains and losses
T otal
net gains/
Gains Losses (losses)
i’m i’m i’m
Unrecognised gains and losses on hedges at 1 June 2002 – (0.1) (0.1)
Gains and losses arising in previous years that were recognised in the financial year – 0.1 0.1
Gains and losses arising in 2003 that were not recognised in 2003 –––
Unrecognised gains and losses on hedges at 31 May 2003 – – –
Of which:
Gains and losses expected to be recognised in financial year ending 31 May 2004 –––
Unrecognised gains and losses arise from open forward contracts in existence at the balance sheet date. 34 eurodis electron annual report 2003
17 Derivatives and Other Financial Instruments (continued)
Fair values of financial instruments
2003 2003 2002 2002
Book Fair Book Fair
value value value value
i’m i’m s’m s’m
Short-term borrowings (82.4) (82.4) (85.1) (85.1)
Long-term borrowings (12.4) (12.4) (12.3) (12.3)
Cash at bank and in hand 7.3 7.3 47.4 47.4
Net debt (87.5) (87.5) (50.0) (50.0)
Other financial liabilities (2.3) (2.3) (0.9) (0.9)
Preference shares (21.7) (21.7) (21.7) (22.0)
(111.5) (111.5) (72.6) (72.9)
Other financial liabilities, comprising other provisions expected to be utilised after more than one year are set out in note 19.
18 Other Creditors
2003 2002
i’m s’m
Amounts falling due within one year:
Trade creditors 64.6 83.5
Corporation tax 2.7 6.6
Other taxes and social security costs 6.3 9.4
Dividends 0.8 3.0
Other creditors 7.5 10.8
Accruals and deferred income 11.6 14.4
93.5 127.7
19 Provisions for Liabilities and Charges
2003 2002
i’m s’m
Deferred taxation 2.3 2.9
Provisions 12.7 10.6
15.0 13.5
Deferred taxation provided
Capital allowances on fixed assets in excess of depreciation 1.3 0.9
Timing differences 1.0 2.0
2.3 2.9
Deferred tax Pension Other T otal
i’m i’m i’m i’m
Analysis of movements in provisions:
At 1 June 2002 2.9 9.7 0.9 13.5
Profit and loss (credit)/charge (0.4) 0.7 3.3 3.6
Utilised during the year –– (1.8) (1.8)
Effect of movements in foreign exchange (0.2) – (0.1) (0.3)
At 31 May 2003 2.3 10.4 2.3 15.0
The provision for deferred taxation is computed under the liability method and arises from the accelerated capital allowances which have 
a reasonable probability of reversal in the foreseeable future, together with other tax timing differences. Deferred tax is fully provided.
No deferred taxation has been provided in respect of earnings retained overseas as these earnings have been, or will be, substantially reinvested 
by the companies concerned.
The provision for pensions at 31 May 2003 relates to unfunded defined benefit pension commitments and costs as detailed in note 32. This 
is expected to reverse over the average remaining life of employees.
Other provisions relate to vacant property leases. The provision will be utilised over the next one to six years, the remaining lease terms.
notes to the financial statements 
continued eurodis electron annual report 2003 35
20 Business Acquisitions and Disposals
Acquisitions Disposals
2003 2002
i’m s’m
Cash flows in respect of acquisitions and disposals comprise:
T angible fixed assets – 0.4
Stocks (0.3) 4.4
Debtors (1.2) –
Creditors 1.2 –
Net assets (acquired)/disposed at fair value (0.3) 4.8
Goodwill on acquisitions (1.4) –
T otal cost of acquisitions/disposals (1.7) 4.8
Net profit on disposals – 5.7
T otal cash (outflow)/inflow on acquisitions/disposals (1.7) 10.5
Cash consideration (1.5) 13.3
Cash acquired 0.1 –
Charge relating to prior year disposals – (0.6)
Expenses of acquisitions/disposals (0.3) (2.2)
T otal cash (outflow)/inflow on acquisitions/disposals (1.7) 10.5
On 12 February 2003, the Company acquired the 40% minority interest in Microdis Holdings AG and its subsidiary undertakings for consideration 
of s1.5m.
Last year, on 31 January 2002 the Company completed the sale of its final non-core business, Eurodis Data, a division of Eurodis Schweiz AG 
for consideration of s13.3m. The profit on sale was s6.3m.
Included in the net profit on disposal and expenses of disposal in the prior year is a charge relating to the disposal of CEM Limited in 1997 for s0.6m.
Acquisition of Minority Interest in Microdis Holdings AG and Subsidiary Undertakings
Book value Fair value
at acquisition Revaluation to Group
2003 2003 2003
i’m i’m i’m
Stocks 0.4 (0.1) 0.3
Debtors 1.2 – 1.2
Creditors (1.2) – (1.2)
Net assets acquired at fair value 0.4 (0.1) 0.3
Goodwill on acquisition 1.4
T otal cost of acquisition 1.7
Cash consideration 1.5
Cash acquired (0.1)
1.4
Expenses of acquisition 0.3
T otal cost of acquisition 1.7
The fair value adjustment relating to stocks represents an adjustment to revalue the stocks to the lower of cost and net realisable value. The
adjustment has been prepared on a provisional basis. 36 eurodis electron annual report 2003
notes to the financial statements 
continued
21 Share Capital
2003 2002 2003 2002
£ £ is
Authorised
Equity – 109,667,930 (2002: 109,667,930) Ordinary shares of 10p each 10,966,793 10,966,793 17,862,712 17,862,712
Non Equity – 13,335,000 (2002: 13,335,000) 6.5% Convertible Cumulative
Redeemable Preference shares of £1 each 13,335,000 13,335,000 21,720,048 21,720,048
24,301,793 24,301,793 39,582,760 39,582,760
Allotted, called up and fully paid
Equity – 77,530,208 (2002: 77,530,208) Ordinary shares of 10p each 7,753,021 7,753,021 12,628,120 12,628,120
Non Equity – 13,335,000 (2002: 13,335,000) 6.5% Convertible Cumulative
Redeemable Preference shares of £1 each 13,335,000 13,335,000 21,720,048 21,720,048
21,088,021 21,088,021 34,348,168 34,348,168
The euro figures disclosed for share capital above have been calculated using the exchange rate of £1: s1.6288 on 23 April 2002, being the date
the Company made the decision to move to euro reporting, the functional currency of the Group detailed in note 1.
The 6.5% Convertible Cumulative Redeemable Preference shares of £1 each are convertible at the proportional rate of 49.214 Ordinary shares for
every 100 Preference shares held, at a conversion date being 40 days after the publication of the Company’ s Report and Accounts prepared for 
the accounting periods ending in 1997 to 2004. The Company has the right at any time after the last conversion date in 2004 to redeem at par 
any shares of this class that remain in issue. As soon as 75% of the Preference shares have been converted the Company has the right to effect
conversion of the remaining Preference shares or, at the shareholder’ s option, to redeem them at par. The Preference shares rank ahead of ordinary
shares in the event of the winding up of the Company. They normally carry no voting rights.
The Company adopted an Executive Share Option Scheme (“the Scheme”) on 6 February 1985 and amended it on 28 October 1988 and 
11 October 1990 to create, in addition to but as part thereof, the Executive Share Option Scheme (Unapproved). Options ceased to be capable 
of being granted under the Scheme in October 1995. On 30 June 1995, the approved and unapproved 1995 Share Option Schemes (“1995
Scheme”) and a Savings Related Share Option Scheme (“Savings Scheme”) were adopted by the Company. No options have been issued to 
date under the Savings Scheme. An Employee Share Option Plan (“the Plan”) was adopted by the Board of Directors on 11 October 1990.
The Company adopted the Eurodis Electron 2003 Long T erm Incentive Plan (the “LTIP”) and the Eurodis Electron 2003 Share Option Scheme 
(the “2003 Scheme”) at an Extraordinary General Meeting on 25 February 2003. No further grants of options will be made under the 1995 Scheme
but will instead be made under the new 2003 Scheme.
Options over Ordinary shares outstanding at 31 May 2003 were as follows:
Outstanding Exercise Date of Average
Option Scheme share options price range grant exercise price
Scheme 78,024 98.7p – 163.5p 1993-1995 153p
1995 Scheme 1,854,496 48.5p – 222.5p 1995-2002 118p
Plan 208,075 66.8p – 182.0p 1994-2000 138p
LTIP 600,000 10p 2003 10p
2003 Scheme 400,000 16p 2003 16p
During the year, 600,000 options were granted under the LTIP Scheme at a weighted average price of 10p and 400,000 options under the 2003
Scheme at a weighted average price of 16p. Options that lapsed during the year were 5,167 under the Scheme, 72,340 under the Plan and 401,198
under the 1995 Scheme.
The aggregate number of options outstanding is 3,140,595. The total consideration receivable if all options outstanding were exercised would be
£2,720,262. Options may normally be exercised between the third and tenth anniversaries of their grant, after which they lapse and are not transferable. eurodis electron annual report 2003 37
22 Reserves
Share Profit
Share capital and
premium redemption loss
account reserve account T otal
i’m i’m i’m i’m
At 1 June 2002 106.7 0.2 (58.2) 48.7
Loss attributable to ordinary shareholders –– (40.0) (40.0)
Exchange differences –– (1.1) (1.1)
At 31 May 2003 106.7 0.2 (99.3) 7.6
23 Minority Interest
T otal
i’m
At 1 June 2002 0.3
Acquired during the year (note 20) (0.4)
Exchange differences 0.1
At 31 May 2003 –
24 Reconciliation of Operating Profit to Net Cash Flow from Operating Activities
2003 2002
i’m s’m
Operating loss (30.5) (0.9)
Depreciation 6.6 6.0
Amortisation of goodwill 1.1 1.1
Profit on disposal of fixed assets (0.1) (0.1)
Decrease in stock 18.0 43.3
Decrease in debtors 16.9 27.6
Decrease in creditors (26.5) (28.6)
Increase in provisions 2.2 1.8
Net cash flow from operating activities (12.3) 50.2
Included within the net cash flow from operating activities is a cash outflow on exceptional costs of s9.1m (2002: s2.8m).
25 Analysis of Cash Flow from Financing
2003 2002
i’m s’m
Increase/(decrease) in bank loans 10.8 (26.0)
Capital element of finance lease rental payments (1.1) (1.2)
Net cash inflow/(outflow) from financing activities 9.7 (27.2)
26 Reconciliation of Net Cash Flow to Movements in Net Debt
2003 2002
i’m s’m
(Decrease)/increase in cash in the period (29.2) 6.9
Decrease in finance leases 1.1 1.2
(Increase)/decrease in bank loans (10.8) 26.0
(Increase)/decrease in net debt from cash flows (38.9) 34.1
New finance leases – (9.8)
Currency translation differences 1.4 1.2
(Increase)/decrease in net debt in the year (37.5) 25.5
Opening net debt (50.0) (75.5)
Closing net debt (87.5) (50.0) 38 eurodis electron annual report 2003
notes to the financial statements 
continued
27 Analysis of Net Debt
Currency At
At 1 June Cash translation 31 May
2002 Reclassification flow differences 2003
s’m i’m i’m i’m i’m
Cash at bank and in hand 47.4 – (39.0) (1.1) 7.3
Overdrafts (56.2) – 9.8 1.4 (45.0)
(8.8) – (29.2) 0.3 (37.7)
Hire purchase and finance leases (14.3) 6.7 1.1 0.2 (6.3)
Bank loans (26.9) (6.7) (10.8) 0.9 (43.5)
Net debt (50.0) – (38.9) 1.4 (87.5)
The opening balances have been reclassified to more appropriately reflect the nature of a secured loan disclosed as a finance lease at 31 May 2002.
28 Commitments
2003 2002
i’m s’m
Capital commitments contracted, but not provided – 8.6
At 31 May 2003 the Group has annual commitments under operating leases as follows:
Land and Other
buildings leases T otal
i’m i’m i’m
Operating leases which expire:
Within one year 0.7 0.5 1.2
Between one and five years 1.8 1.4 3.2
After five years 2.5 – 2.5
5.0 1.9 6.9
29 Related Party Transactions
On 12 February 2003, the Company purchased the minority interest in the Eurodis Microdis Group, being Eurodis Microdis Holdings AG and its
subsidiary undertakings. The minority shareholder, Mr Bittenbinder who was also the managing director left the Company following the acquisition.
A loan of 150,000 Swiss francs under an agreement dated 23 March 1995, which was granted to Mr Bittenbinder after the original acquisition, was
written off as a cost of the acquisition of the 40% minority interest.
30 Exchange Rates
As described in note 1, the Group’ s functional currency is the euro. The principal exchange rates used in preparation of the euro financial statements
are as follows:
2003 2002 2003 2002
Average Average Closing Closing
Sterling 0.6569 0.6171 0.7179 0.6385
Swiss Franc 1.4745 1.4883 1.5318 1.4637
Swedish Krona 9.1566 9.3082 9.1364 9.0981
31 Subsequent Events
On 8 August 2003, the Company announced that the refinancing of the Company and Group had been completed subject to approval of the 
equity issue. The Company offered 89,159,739 New Ordinary Shares to qualifying shareholders under a Placing and an Open Offer on the basis 
of 23 New Ordinary Shares for every 20 existing Ordinary Shares held on the record date at an offer price of 20 pence per share. The offer price of
20 pence per share represented a discount of 8.5 pence per share to the closing mid-market price of 28.5 pence per ordinary share at the close 
of business on 7 August 2003. Shareholders approved the offer at an Extraordinary General Meeting on 1 September 2003. eurodis electron annual report 2003 39
32 Pensions
The Group operates pension schemes in the UK and overseas. The schemes in the UK, The Netherlands, Belgium, Switzerland and the new
scheme in Germany are defined contribution. The assets of the schemes are held separately from those of the Group in independently administered
funds. In Germany and Sweden there are defined benefit schemes which are unfunded. The defined benefit scheme in Germany was closed to new
members on 1 May 2002 and replaced with the defined contribution scheme.
In line with the requirements of FRS 17, published by the Accounting Standards Board in November 2000, details in respect of the schemes are
provided below in accordance with both SSAP 24 and FRS 17. The Group will be adopting FRS 17 in line with the transitional arrangements and
therefore the figures in this year’ s accounts reflect the SSAP 24 details below.
SSAP 24
The defined benefit pension costs and provisions have been assessed in accordance with the advice of independent professionally qualified
actuaries for the year to 31 May 2003, based on formal valuations undertaken as at 31 May 2003.
The actuarial method used was the projected unit credit method for all schemes. The main assumptions adopted were:
2003 2002 2003 2002
Germany Germany Sweden Sweden
Interest rates 5.0% 6.0% 5.3% 5.5%
Salary escalation rates 3.0% 3.5% 3.5% 3.5%
Social security increase rates 3.0% 3.5% 3.5% 3.5%
Pension increase rates 2.0% 2.5% 2.0% 2.0%
The pension provision of s10.4m (2002: s9.7m) which is included in the Group balance sheet is required to recognise liabilities under SSAP 24.
Amounts charged to the profit and loss account in the period in respect of the UK pension scheme were s0.4m (2002: s0.4m) and in respect 
of overseas subsidiaries s2.1m (2002: s2.1m) of which s0.7m related to the defined benefit schemes.
FRS 17 Valuations
On a FRS 17 basis, the major assumptions used by the actuaries of the schemes to calculate the scheme liabilities at 31 May 2003 and 
31 May 2002 were:
2003 2002 2003 2002
Germany Germany Sweden Sweden
Discount rate 5.0% 6.0% 5.3% 6.2%
Salary escalation rates 3.0% 3.5% 3.5% 3.5%
Pension increase rates 2.0% 2.5% 2.0% 2.0%
Inflation 2.0% 2.5% 2.0% 2.0%
At 31 May 2003, the present value of the schemes liabilities using these assumptions was s11.3m (2002: s9.9m) which equates to the implied
deficit on a FRS 17 basis of s0.9m (2002: s0.2m).
The defined contribution pension arrangement operated in Switzerland, with assets of some s11.2m (2002: s11.5m), has a minimum guaranteed
benefit. It is expected that the benefits from the arrangement will exceed the guarantee and therefore for the purpose of FRS 17, the liabilities have
been taken as being equal to the market value of assets held in respect of those employees as at 31 May 2003.
If the above amounts had been recognised in the financial statements, the Group’ s net assets and profit and loss account reserve at 31 May 2003
and 2002 would be as follows:
Shareholders’ funds Profit and loss reserve
2003 2002 2003 2002
i’m s’m i’m s’m
As reported 41.9 83.0 (99.3) (58.2)
Impact of FRS 17 (0.9) (0.2) (0.9) (0.2)
Restated for FRS 17 41.0 82.8 (100.2) (58.4) 40 eurodis electron annual report 2003
notes to the financial statements 
continued
32 Pensions (continued)
The following amounts would have been recognised in the primary financial statements in the year ended 31 May 2003 under the requirements 
of FRS 17:
Profit and Loss Account
2003
i’m
Operating profit
Current service cost (0.3)
Past service cost (0.1)
(0.4)
Financing costs
Interest on pension liabilities (0.6)
Net charge in profit and loss account (1.0)
Statement of Total Recognised Gains and Losses (“STRGL”)
2003
i’m
Experience gains and losses on liabilities 0.5
Changes in assumptions at 31 May 2003 underlying the present value of the schemes liabilities (1.1)
Actuarial loss recognised in the STRGL (0.6)
The movement in the overall pension deficit in accordance with the method prescribed in FRS17, is as follows:
i’m
Deficit in the schemes at 1 June 2002 (9.9)
Current service cost (0.3)
Employer contributions 0.2
Past service cost (0.1)
Finance cost (0.6)
Actuarial loss recognised in STRGL (0.6)
Deficit in the schemes at 31 May 2003 (11.3)
Set out below are the details of the experience gains and losses in respect of the schemes for the year ended 31 May 2003:
2003
i’m
(a) Experienced gains and losses of scheme liabilities 0.5
– as a percentage of scheme liabilities 4%
(b) Amount recognised in STRGL (0.6)
– as a percentage of scheme liabilities 5% eurodis electron annual report 2003 41
Company
2003 2002
Notes £’m £’m
Fixed assets
T angible assets 1.5 1.5
Investments 65.3 66.5
66.8 68.0
Current assets
Debtors 85.8 82.8
Cash at bank and in hand – 2.2
85.8 85.0
Creditors – Amounts falling due within one year (61.8) (63.1)
Net current assets 24.0 21.9
T otal assets less current liabilities 90.8 89.9
Provisions for liabilities and charges (0.9) (0.3)
Net assets 89.9 89.6
Capital and reserves
Called up share capital 21 21.1 21.1
Share premium account 65.5 65.5
Share capital redemption reserve 0.1 0.1
Special reserve 2.8 2.8
Profit and loss account 0.4 0.1
Shareholders’ funds* 89.9 89.6
*Shareholders’ funds are represented by:
Equity interests 76.6 76.3
Non-equity interests 21 13.3 13.3
89.9 89.6
As permitted by Section 230 of the Companies Act 1985, Eurodis Electron PLC’ s profit and loss account does not accompany its balance sheet.
The detailed notes to the Company balance sheet are shown on pages 42 to 43.
8 September 2003 M.E. Mason
Executive Director and
Vice President, Finance
company balance sheet
as at 31 May 42 eurodis electron annual report 2003
notes to the company accounts
Tangible Fixed Assets
Short term Fittings,
leasehold Computer plant and Motor
property equipment machinery vehicles T otal
£’m £’m £’m £’m £’m
Cost:
At 1 June 2002 1.2 0.6 0.3 0.1 2.2
Additions 0.1 0.1 – – 0.2
Intragroup transfers 0.1––– 0.1
Disposals ––– (0.1) (0.1)
At 31 May 2003 1.4 0.7 0.3 – 2.4
Depreciation:
At 1 June 2002 0.1 0.4 0.2 – 0.7
Provided during the year 0.1 0.1 – – 0.2
At 31 May 2003 0.2 0.5 0.2 – 0.9
Net book value at 31 May 2003 1.2 0.2 0.1 – 1.5
Net book value at 31 May 2002 1.1 0.2 0.1 0.1 1.5
Investments
Shares in Shares in Own
group Pioneer- shares
undertakings Standard ESOP T otal
£’m £’m £’m £’m
At 1 June 2002 65.2 0.9 0.4 66.5
Write down of investments –– (0.3) (0.3)
Disposals – (0.9) – (0.9)
At 31 May 2003 65.2 – 0.1 65.3
The shares in Pioneer-Standard were sold on the open market during the year and gave rise to a loss on disposal of £0.4m. The investment in 
own shares of the ESOP trust were written down to the open market value of 31 pence per share at 31 May 2003.
Debtors
2003 2002
£’m £’m
Trade debtors – 0.1
Amounts owed by subsidiary undertakings 85.4 82.4
Prepayments and accrued income 0.4 0.3
85.8 82.8
Included within amounts owed by subsidiary undertakings are amounts due after more than one year of £53.3m (2002: £nil).
Creditors – Amounts falling due within one year
2003 2002
£’m £’m
Bank overdraft 8.6 0.8
Trade creditors 0.5 0.3
Amounts owed to subsidiary undertakings 50.6 58.4
Corporation tax 0.3 0.1
Other taxes and social security costs 0.1 0.1
Dividends 0.6 1.9
Other creditors 0.1 0.1
Accruals 1.0 1.4
61.8 63.1 eurodis electron annual report 2003 43
Provisions
Deferred
tax Other T otal
£’m £’m £’m
At 1 June 2002 – 0.3 0.3
Profit and loss charge 0.2 0.8 1.0
Utilised – (0.4) (0.4)
At 31 May 2003 0.2 0.7 0.9
Other provisions of £0.7m (2002: £0.3m) relate to vacant property leases. The provisions will be utilised over the next one to six years, the remaining
lease terms.
Reserves
Share Profit
Share capital and
premium redemption Special loss
account reserve reserve account T otal
£’m £’m £’m £’m £’m
At 1 June 2002 65.5 0.1 2.8 0.1 68.5
Profit attributable to ordinary shareholders ––– 0.3 0.3
At 31 May 2003 65.5 0.1 2.8 0.4 68.8
Auditors Remuneration
The parent company audit fee paid to PricewaterhouseCoopers LLP for the year ended 31 May 2003 was £19,000 (2002: £19,000).
Contingent Liabilities
At 31 May 2003 the Company had given guarantees to third parties in respect of certain debts due by certain subsidiaries in the normal course 
of business, on which no loss is expected to arise.
Subsequent Events
Please refer to note 31 on page 38. 44 eurodis electron annual report 2003
principal subsidiaries and financial calendar
Principal Subsidiaries
The principal operating subsidiaries, all of which are included in the consolidated results, are listed below. All operating companies are distributors 
of electronic components and offer added-value services. The principal subsidiaries are:
Country of incorporation and % of equity and
Principal activity principal country of operation voting rights held
Eurodis Electronics UK Limited * Distributor of electronic components England 100
Eurodis Information Systems Limited * IT services England 100
Eurodis Electronics PLC* Investment holding company England 100
Eurodis Schweiz AG Distributor of electronic components Switzerland 100
Eurodis Holding AG Investment holding company Switzerland 100
Eurodis Microdis Holding AG Investment holding company Switzerland 100
Eurodis Electronics Deutschland GmbH Distributor of electronic components Germany 100
Eurodis ENA Holding GmbH Investment holding company Germany 100
Eurodis Electronics Italia Spa Distributor of electronic components Italy 100
Eurodis T exim Electronics BV Distributor of electronic components The Netherlands 100
Eurodis LCH BV Warehousing and logistics The Netherlands 100
Eurodis Distribution Services BV Purchasing and stock management The Netherlands 100
Eurodis T exim Electronics SA Distributor of electronic components Belgium 100
Eurodis BV Investment holding company The Netherlands 100
Eurodis Electron Holding BV Investment holding company The Netherlands 100
Eurodis Electronics GmbH Distributor of electronic components Austria 100
Eurodis Electronics France SA Distributor of electronic components France 100
Eurodis Electronics AB Distributor of electronic components Sweden 100
Eurodis Electronics Norway AS Distributor of electronic components Norway 100
Eurodis Electronics Denmark A/S Distributor of electronic components Denmark 100
Eurodis Electronics Finland OY Distributor of electronic components Finland 100
Eurodis Microdis Electronics sp.z.o.o. Distributor of electronic components Poland 100
Eurodis Microdis Electronics KFT Distributor of electronic components Hungary 100
Eurodis Microdis Electronics s.r.o. Distributor of electronic components Czech Republic 100
Eurodis Microdis Electronics s.r.o. Distributor of electronic components Slovakia 100
*Owned directly by Eurodis Electron PLC at 31 May 2003; all other companies owned indirectly through subsidiary undertakings.
Financial Calendar
Announcements
Half year results announced 4 February 2003
Full year results announced 8 August 2003
Report and accounts posted to shareholders 25 September 2003
Annual General Meeting to be held 28 October 2003
Dividends
Interim announced 4 February 2003
Final announced 8 August 2003 eurodis electron annual report 2003 45
Directors
Robert Leigh Chairman 
+
Steven Swayne Chief Executive
Michael Mason Executive Director and Vice President, Finance
Barry Charles Deputy Chairman
Philip Stephens Non-Executive Director 
*#+
Peter Vey Non-Executive Director 
*#+
Marie-Anne van Ingen Non-Executive Director 
*#
* Member of Audit Committee
# Member of Remuneration Committee
+ Member of Nomination Committee
Company Secretary
Barry Davis
Corporate Finance Advisers and Stockbrokers
Dresdner Kleinwort Wasserstein
Auditors
PricewaterhouseCoopers LLP
Solicitors
Nicholson Graham & Jones
Company Bankers
HSBC Bank plc
Registrars and Transfer Office
Capita IRG plc
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4BR
Registered Office
Electron House
43 London Road
Reigate
Surrey RH2 9PW
Registered in England and Wales Number: 1723922
directors and advisers 46 eurodis electron annual report 2003
notice of meeting
Notice is hereby given that the twentieth Annual General Meeting of Eurodis Electron PLC will be held at The Main Board Room, 
Good Relations, 6th Floor, Holborn Gate, 26 Southampton Buildings, London WC2A 1PQ, on 28 October 2003 at 11.00 a.m., to
consider, and if thought fit, approve the following resolutions which will be proposed as to resolutions numbered 1 to 6 (inclusive) 
as ordinary resolutions:
Ordinary Business
1. THAT the accounts of the Company for the year ended 31 May 2003 together with the Reports of the Directors and Auditors 
be received and adopted by the members.
2. THAT a nil final dividend be declared on the ordinary share capital of the Company for the year ended 31 May 2003.
3. THAT Mr. S.P . Swayne who retires as a Director by rotation, be re-elected.
4. THAT Mr P .C.H. Vey who retires as a Director by rotation, be re-elected. 
5. THAT the Remuneration Report for the year ended 31 May 2003 be received and adopted by the members.
Special Business
6. Special notice of the intention to move this resolution having been given to the Company in accordance with section 379(1) of the 
Companies Act 1985, to consider and, if thought fit, to pass the following as an ordinary resolution:
To reappoint PricewaterhouseCoopers LLP as auditors of the Company (having previously been appointed by the Board to fill the 
casual vacancy arising by reason of the resignation of PricewaterhouseCoopers), to hold office until the conclusion of the next general
meeting at which accounts are laid before the Company and authorise the Directors to fix their remuneration.
By order of the Board.
8 September 2003 B.E. Davis
Company Secretary
Registered Office
Electron House
43 London Road
Reigate
Surrey
RH2 9PW
Notes:
(i) The Company, pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, specifies that those shareholders 
registered in the register of members of the Company as at 11.00 a.m. on 26 October 2003, or in the event that the meeting is 
adjourned, in such register 48 hours before the time of any adjourned meeting, shall be entitled to attend or vote at the meeting 
in respect of the number of shares registered in their name at the relevant time. Changes to entries in the register of members 
after 11.00 a.m. on 26 October 2003, or in the event that the meeting is adjourned, in such register 48 hours before the time of 
any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.
(ii) A member entitled to attend and vote may appoint one or more proxies to attend and, on a poll, vote instead of him. 
A proxy need not be a member of the Company.
(iii) To be valid, a proxy must be lodged at the office of the Company’s Registrars – Capita Registrars, The Registry, 34 Beckenham 
Road, Beckenham, Kent BR3 4BR, not later than 48 hours before the meeting.
(iv) The holders of preference shares are not entitled to attend or vote at the meeting.
(v) The register of Directors’ interests in the capital of the Company, copies of the Directors’ service contracts, and a copy of the 
Memorandum and Articles of association of the Company will be available for inspection at the registered office of the Company 
during normal business hours on any weekday (Saturday, Sundays and public holidays excepted) from the date of this notice until
the close of the meeting and also at the place of the meeting for at least 15 minutes prior to and during the meeting. eurodis electron annual report 2003 47
2003 2002
Before Goodwill Before Goodwill
goodwill and and goodwill and and
non operating non operating non operating non operating
items items T otal items items T otal
£’m £’m £’m £’m £’m £’m
Sales
Continuing operations 287.8 287.8 328.6 328.6
Discontinued operations –– 20.6 20.6
287.8 287.8 349.2 349.2
Gross profit
Continuing operations 47.8 – 47.8 60.5 – 60.5
– Restructuring costs (3.7) – (3.7) –––
44.1 – 44.1 60.5 – 60.5
Discontinued operations ––– 3.9 – 3.9
T otal gross profit 44.1 – 44.1 64.4 – 64.4
Operating expenses
Continuing operations (51.8) (0.7) (52.5) (54.9) (0.7) (55.6)
– Restructuring costs (11.6) – (11.6) (7.6) – (7.6)
(63.4) (0.7) (64.1) (62.5) (0.7) (63.2)
Discontinued operations ––– (1.7) – (1.7)
T otal operating expenses (63.4) (0.7) (64.1) (64.2) (0.7) (64.9)
Operating (loss)/profit
Continuing operations (4.0) (0.7) (4.7) 5.6 (0.7) 4.9
– Restructuring costs (15.3) – (15.3) (7.6) – (7.6)
(19.3) (0.7) (20.0) (2.0) (0.7) (2.7)
Discontinued operations ––– 2.2 – 2.2
T otal operating (loss)/profit (19.3) (0.7) (20.0) 0.2 (0.7) (0.5)
Non operating items
Continuing operations
– Write down in carrying value of investments – (0.3) (0.3) –––
– Loss on disposal of fixed assets – (1.0) (1.0) – (0.6) (0.6)
Discontinued operations
– Profit on disposal of businesses ––– – 3.5 3.5
(Loss)/profit on ordinary activities before interest (19.3) (2.0) (21.3) 0.2 2.2 2.4
Net finance costs (4.6) – (4.6) (5.0) – (5.0)
(Loss)/profit on ordinary activities before taxation
– Before restructuring costs, goodwill and non operating items (8.6) – (8.6) 2.8 – 2.8
– Restructuring costs, goodwill and non operating items (15.3) (2.0) (17.3) (7.6) 2.2 (5.4)
T otal (loss)/profit on ordinary activities before taxation (23.9) (2.0) (25.9) (4.8) 2.2 (2.6)
T axation 0.5 – 0.5 (1.4) (0.9) (2.3)
(Loss)/profit on ordinary activities after taxation (23.4) (2.0) (25.4) (6.2) 1.3 (4.9)
Equity minority interests – –
Loss for the financial year (25.4) (4.9)
Preference dividends (0.9) (0.9)
Loss attributable to ordinary shareholders (26.3) (5.8)
Ordinary dividends (equity) – (3.3)
Retained loss for the financial year (26.3) (9.1)
Loss per ordinary share of 10 pence
– on basic and diluted earnings (34.02p) (7.51p)
– on adjusted basic and diluted earnings (12.25p) (0.41p)
The pro forma profit and loss account in Sterling has been calculated using a weighted average exchange rate of 1s : £0.6569 (2002: £0.6171).
The prior year numbers are as published in the Annual Report for the year ended 31 May 2002.
pro forma group profit and loss account in sterling
for the year ended 31 May 48 eurodis electron annual report 2003
pro forma group balance sheet in sterling
as at 31 May
Group
2003 2002
£’m £’m
Fixed assets
Intangible assets: Goodwill 14.6 12.8
T angible assets 32.5 28.0
Investments 0.2 1.4
47.3 42.2
Current assets
Stocks 52.6 58.3
Gross debtors 77.0 91.0
Less: Non-returnable proceeds (6.2) (16.2)
70.8 74.8
Cash at bank and in hand 5.2 30.3
128.6 163.4
Creditors – Amounts falling due within one year
Finance debt (59.1) (54.4)
Other creditors (67.1) (81.6)
(126.2) (136.0)
Net current assets 2.4 27.4
T otal assets less current liabilities 49.7 69.6
Creditors – Amounts falling due after more than one year
Finance debt (8.9) (7.8)
Provision for liabilities and charges (10.8) (8.6)
Net assets 30.0 53.2
Capital and reserves
Called up share capital 21.1 21.1
Share premium account 65.5 65.5
Share capital redemption reserve 0.1 0.1
Profit and loss account (56.7) (33.7)
Shareholders’ funds* 30.0 53.0
Minority interests (equity) – 0.2
30.0 53.2
*Shareholders’ funds are represented by:
Equity interests 16.7 39.7
Non-equity interests 13.3 13.3
30.0 53.0
The pro forma balance sheet in Sterling has been calculated using the closing exchange rate at 31 May 2003 of 1s: £0.7179 (2002: £0.6385)
except for called up share capital, share premium account and share capital redemption reserve which have been fixed in Sterling (refer note 21).
The prior year numbers are as published in the Annual Report for the year ended 31 May 2002. eurodis electron annual report 2003 49
2003 2002
£’m £’m £’m £’m
Net cash flow from operating activities (8.1) 31.0
Returns on investments and servicing of finance
Net interest paid (4.3) (4.6)
Interest element of finance lease payments (0.3) (0.3)
Dividends paid on non-equity shares (0.5) (0.9)
Net cash outflow from returns on investments and servicing of finance (5.1) (5.8)
Taxation
UK corporation and overseas tax paid (2.3) (1.9)
Capital expenditure and investments
Purchase of tangible fixed assets (7.8) (5.5)
Proceeds from disposal of fixed asset investments 0.6 –
Proceeds from disposal of tangible fixed assets 0.2 0.1
Net cash outflow from capital expenditure and investments (7.0) (5.4)
Acquisitions and disposals
Net (outflow)/inflow on acquisitions/disposals (1.1) 6.5
Equity dividends paid (2.0) (3.3)
Cash (outflow)/inflow before financing (25.6) 21.1
Financing 6.4 (16.8)
(Decrease)/increase in cash (19.2) 4.3
The pro forma cash flow statement in Sterling has been calculated using a weighted average exchange rate of 1s : £0.6569 (2002: £0.6171).
The prior year numbers are as published in the Annual Report for the year ended 31 May 2002.
pro forma group cash flow statement in sterling
for the year ended 31 May 50 eurodis electron annual report 2003
Component Sales Companies
Nordic
Eurodis Electronics AB
Box 41, Knarramasgatan 7
164 93 Kista Stockholm
+46 8 505 549 00
sales.sweden@eurodis.se
Eurodis Electronics Denmark A/S
Herstedsvang 12
DK-2620 Albertslund
+45 43 209800
sales.denmark@eurodis.se
Eurodis Electronics Finland OY
Konalantie 6-8
FI-00370 Helsinki
+358 9253481
sales.finland@eurodis.fi
Eurodis Electronics Norway AS
Postboks 514
Ertelokka 7
N-1373 Asker
+47 66752200
sales.norway@eurodis.no
United Kingdom
Eurodis Electronics UK Ltd
Lever Street
Bolton, Lancashire
BL3 6BJ
+44 1204 555000
info@uk.eurodis.com
The Netherlands
Eurodis T exim Electronics BV
Nijverheidsstraat 16
NL-7482 GZ Haaksbergen
+31 5357 33333
info@texim.eurodis.com
Belgium
Eurodis T exim Electronics SA
Koningin Astridlaan 49
B-1780 Wemmel
+32 24620100
info@texim.eurodis.com
Germany
Eurodis Enatechnik Electronics GmbH 
Pascalkehre 1
D-25451 Quickborn
+49 41067010
info@enatechnik.eurodis.com
Austria
Eurodis Electronics GmbH
Lamezanstrasse 10
A-1232 Vienna
+43 1610620
info@austria.eurodis.com
Switzerland
Eurodis Schweiz AG
Bahnstrasse 58/60
CH-8105 Regensdorf
+41 18433111
contact@eurodis.ch
Czech Republic
Eurodis Microdis Electronics s.r.o.
Hybesova 53
678 23 Blansko
+420 506411494
info@czech.eurodis.com
Hungary
Eurodis Microdis Electronics KFT
Reitter ferenc u. 7
1135 Budapest
+36 13490406
info@hungary.eurodis.com
Poland
Eurodis Microdis Electronics Sp.z.o.o.
Suchy Dwor 17
52-271 Wroclaw
+48 71 301 0400
info@poland.eurodis.com
Slovakia
Eurodis Microdis Electronics s.r.o
Lazovna 11
SK-97401 Banska Bystrica
info@slovakia.eurodis.com
Russia
2/1 Kutuzovsky Prospekt
Off.408
121249 Moscow
+7 0959701531
info.russia@eurodis.com
Italy
Eurodis Electronics Italia Spa
Via Melegnano 22
I-20019 Settimo Milanese
Milano
+39 02489471
info@eurodis.it
France
Eurodis Electronics France SA
Parc de la Saussaie
15 route de Fontainbleau
F-94781 Vitry-Sur-Seine Cedex
+33 141803580
info@france.eurodis.com
Iberia
Eurodis Electronics Italia Spa
C/Mendez Alvaro, 57
E-28045 Madrid
+34 915064022
madrid@eurodisiberia.com
operating companies and group services
Group Service Companies
Purchasing and Stock Management
Eurodis Distribution Services BV
Elektrostraat 17
NL-7483 PG Haaksbergen
Netherlands
+31 5385 05050
info@edis.eurodis.com
Warehousing and Logistics
Eurodis LCH BV
Elektrostraat 17
NL-7483 PG Haaksbergen
Netherlands
+31 5385 05050
info@lch.eurodis.com
IT Services
Eurodis Information Systems Ltd
43 London Road
Reigate, Surrey, RH2 9PW
+44 1737 242464
info@eurodis.com eurodis electron annual report 2003 51
five year summary
2003 2002 2001 2000 1999
i’m s’m s’m s’m s’m
Profit and loss
Sales
Continuing activities 438.2 532.4 687.7 475.0 419.0
Discontinued activities – 33.4 44.1 28.8 50.9
Group 438.2 565.8 731.8 503.8 469.9
Operating profit before restructuring costs & goodwill amortisation
Continuing activities (6.0) 9.0 28.8 12.7 8.5
Discontinued activities – 3.5 2.5 2.2 1.5
(6.0) 12.5 31.3 14.9 10.0
Net finance costs (7.0) (8.0) (9.4) (4.4) (3.6)
Profit before tax, restructuring costs, goodwill amortisation and non operating items (13.0) 4.5 21.9 10.5 6.4
Restructuring costs, goodwill amortisation and non operating items (26.4) (8.6) (2.5) (3.5) (5.9)
(Loss)/profit before tax (39.4) (4.1) 19.4 7.0 0.5
T axation 0.7 (3.8) (6.5) (2.2) –
(Loss)/profit after tax (38.7) (7.9) 12.9 4.8 0.5
Capital structure
Shareholders’ funds 41.9 83.0 98.7 59.5 61.0
Minority interest – 0.3 0.2 – –
Net debt 87.5 50.0 75.5 51.9 48.4
Trading capital employed 129.4 133.3 174.4 111.4 109.4
Per ordinary share
Adjusted (loss)/earnings (18.64c) (0.67c) 18.43c 10.05c 8.08c
Basic (loss)/earnings (51.79c) (12.17c) 15.36c 5.23c (1.25c)
Dividends (pence) – 4.23p 4.23p 4.00p 4.55p
Dividends (euro) – 6.68c 7.00c 6.50c 7.40c
Net assets 54c 107c 127c 97c 99c
Interest and dividend cover (times)
Interest cover – 1.6 3.3 3.4 2.8
Dividend cover – – 2.5 1.7 1.1
Ratios
Continuing operations excluding restructuring costs, goodwill and non operating items
Gross margin/sales 16.6% 18.1% 18.9% 18.5% 19.3%
Operating expenses/sales 18.0% 16.7% 14.9% 15.8% 18.5%
Operating (loss)/profit/sales (1.4%) 1.7% 4.2% 2.7% 2.0%
Net debt gearing 208.8% 60.2% 76.5% 87.1% 79.3%
Stock turns 4.9 5.0 4.4 5.6 5.1
Notes
1 Shareholders’ funds represent share capital and reserves.
2 Net debt includes total loans and obligations under finance leases less cash at bank and short term deposits. Net debt gearing represents 
net debt as a percentage of shareholders’ funds.
3Trading capital employed is defined as net assets (including goodwill capitalised since 1 April 1998) plus net debt and minority interests.
4 Adjusted earnings per share is calculated in accordance with note 10 to the financial statements.
5 Net assets per share have been calculated by dividing shareholders’ funds by the number of ordinary shares in issue at the year end.
6 Dividend cover is calculated on Adjusted earnings.
7 Stock turns are calculated using an annualised cost of sales figure based on the final quarter of the financial year, adjusted for non stock holding 
costs, divided by the stock value at the year end.
8 Comparatives have not been restated for the impact of new Financial Reporting Standards.
9 The comparative figures for 1999 to 2001 have been translated using the average and closing Sterling exchange rates for the year ended 
31 May 2001 to retain historical relationships.
1
2
3
4
5
6
2
7 52 eurodis electron annual report 2003
notes Our aim is to be the distributor 
of choice in the European market
for electronic components. Our
strong technical and logistical
capabilities allow us to deliver
unparalleled levels of service to
our customers at both a local
and pan-European level.
Contents
01 achievements
02 highlights
03 chairman’s statement
04 chief executive’s review
10 financial review
12 directors’ report
14 remuneration report
17 corporate governance
19 auditors’ report
20 group profit and loss account
21 group balance sheet
22 group cash flow statement
23 statement of group total
recognised gains and losses
23 reconciliation of movements
in shareholders’ funds
24 notes to the financial
statements
41 company balance sheet
42 notes to the company
accounts
44 principal subsidiaries and
financial calendar
45 directors and advisers
46 notice of meeting
47 pro forma group profit and
loss account in sterling
48 pro forma group balance
sheet in sterling
49 pro forma group cash flow
statement in sterling
50 operating companies and
group services 
51 five year summary
Printed on totally chlorine free paper sourced from sustainable forests.
Designed and produced by College Design, London +44 (0)20 7457 2020 Eurodis Electron PLC
Electron House
43 London Road
Reigate
Surrey RH2 9PW
T el: +44 (0)1737 242464
Fax: +44 (0)1737 229600
www.eurodis.com
Eurodis Electron PLC  Annual Report 2003  
Annual Report
2003
Positioned
for growth
distribution of electronic components