sygen international plc
annual report and accounts 2002
sygen international plc annual report and accounts 2002
adding value
through technology
sygen ra 2002 4pp coverspine  11002  949 am  page 1 notice of annual gen
notice is hereby given that the fifth a
sygen international plc will be held a
6165 great queen street london 
6 november 2002 at 200 pm for t
as ordinary business
1 to receive the accounts and repor
for the year ended 30 june 2002
2 to declare a final dividend for the y
3 to elect i g t ferguson as a direc
4 to reelect j h anderson as a dire
5 to reelect j a harvey as a directo
6 to reelect j w meister as a direct
7 to reappoint pricewaterhousecoo
the directors to determine their remu
as special business
to consider and if thought fit pass t
resolution
8 that the board be and it is hereb
authorised to exercise all powers of 
ties within the meaning of section 8
an aggregate nominal amount of £9
shall expire at the conclusion of the 
the passing of this resolution save th
expiry make an offer or agreement w
securities to be allotted after such ex
vant securities in pursuance of such
authority conferred hereby had not e
to consider and if thought fit pa
cial resolutions
9 that subject to the passing of re
hereby empowered pursuant to sec
to allot equity securities within the m
as if section 891 of the said act did
authority shall be limited to
1 the allotment of equity securities
a scrip dividend alternative in fav
the equity securities respectively
ordinary shareholders are propo
respective numbers of ordinary s
exclusions or other arrangement
or expedient in relation to fractio
problems under the laws of or r
latory body or stock exchange in
2 the allotment otherwise than pu
of equity securities up to an agg
this power shall expire at the co
meeting of the company or 15 mon
is the earlier save that the company
offer or agreement which would or m
allotted after such expiry and the bo
suance of such offer or agreement a
not expired
sygen’s mission is to be the leader in creating value
through the innovative application of quantitative genetics
and biotechnology to animal breeding
contents
1 financial highlights
2 chairman’s statement
4 chief executive’s review
10 finance director’s report
11 board members
12 directors’ report
14 corporate governance
16 remuneration report
20 directors’ responsibilities
20 independent auditors’ report
21 group profit and loss account
22 segmental analysis of results
23 group statement of total recognised
gains and losses
23 group reconciliation of movement in
equity shareholders’ funds
24 balance sheets
25 group cash flow statement
26 notes to the accounts
39 five year summary 19982002
40 shareholder information
41 notice of annual general meeting
design consultants tor pettersen  partners ltd printed in england by the colourhouse
sygen ra 2002 4pp coverspine  11002  1002 am  page 2 11 sygen annual report and accounts 2002 1
new performance markers
financial highlights 2002 2001
restated
£m £m
turnover 1647 1754
ebitda 175 145
operating profit 122 92
profit after tax and exceptional items 108 231
cash inflow from operations 120 142
dividend per share 05p 00p
earnings per share – basic 37p 79p
earnings per share – adjusted to eliminate exceptional items 28p 03p
return on capital employed 29 22
2000
46
2001 2002
92
122
operating profit £m profit before tax £m ebitda £m
2000
2001 2002
18
99
127
2000 2001 2002
38
145
175
2057tpsygen ra 2002p4  30902  531 pm  page 1 2 sygen annual report and accounts 2002
brian baldock chairman
chairman’s statement
i am pleased to report the group’s
second consecutive year of significant
profit growth we have seen progress
across all of our regions the 52
increase in gross profit contribution
from sales of products differentiated by
picmarq™ biotechnology continues to
illustrate that our investment in research
and development is delivering value to
our customers
delivering
sustainable growth
following the restructuring of 2000 and 2001 sygen has been focusing
on three key strategic objectives – growing the core pic business
continuing to increase our technical differentiation and investigating how
best to enter the genetic improvement market in food animal species
other than pigs we have made very good progress in all three areas
our profit growth in 2002 has enabled the board to recommend 
a dividend this year – the first since sygen emerged as an independent
company in 1998 
i am pleased that we have been able to continue to strengthen
sygen’s board with two experienced additions john adams joined
sygen as finance director in october 2001 and the addition of iain
ferguson who has an outstanding scientific and commercial background
in unilever as a new nonexecutive director has brought valuable skills
to the board too i would also like to thank tom urban for his invaluable
contribution during his three years as a nonexecutive director tom’s
insight into the business of delivering technology through agricultural
seed stock provided an important input to board discussions 
operating environment and growth in profitability
total meat consumption has doubled in the past 20 years and is forecast
by the food and agriculture organisation of the united nations to grow
23 per year for the next ten years much of this growth will be driven
by the industrialisation of the developing world sygen has benefited
particularly from continued growth in pork consumption and the group’s
presence in several targeted developing countries should allow us to
benefit from this trend
pig market conditions were challenging in this past year firstly the
lingering effects of foot and mouth disease kept our uk customers
and our european business from returning to profit it has also led to a
significant decrease in the size of the uk pig market secondly both the
americas and european regions entered a downturn in the pig cycle in
the second half of the year despite these difficult market conditions all
regions were able to improve their performance this is primarily due to
the change in the business model we have been implementing over the
last few years
in addition to very good growth in operating profits we have
continued to improve our return on capital employed net cash position
and adjusted earnings per share
technical differentiation
we continue to grow both our investment in new technology and
the subsequent return from this investment nearly all our products
have now been improved in one way or another using picmarq™
technology we had an excellent year with seven new picmarq™
2057tpsygen ra 2002p4  30902  531 pm  page 2 sygen annual report and accounts 2002 3
patents granted demonstrating the increasing efficacy of our research
and development teams
investigating new markets
we have also been reviewing the breeding stock market of all food
animal species our first venture into species other than pigs is in the
rapidly growing shrimp breeding market we are part of a consortium
that received an us82 million research grant from the us department
of commerce to develop innovative biotechnology for application in the
shrimp industry the partners in this consortium bring together expertise
in areas of genetics healthy production systems and nutrition we
expect to be able to exploit our exclusive rights to take the genetic
technology to market through our recently established subsidiary
syaqua syaqua has been reviewing methods of utilising our existing
quantitative genetics and biotechnology science to enter the breeding
stock market this application to shrimp will lead to improvements in
meat quality and disease resistance
outlook
our investment in research and development will increase again this
year we will also begin to invest in the commercial aspects of our new
syaqua business and we will complete the implementation of our global
information systems project the revenue investment in the last two
items is not expected to exceed £15 million this year
the strategy we have implemented over recent years means that
pic is much less exposed to the pig cycle than was the case during the
previous downturn we are confident that 2003 will see sygen making
further progress on several fronts as we invest for future growth
brian baldock
chairman
it takes more than just breeding
pic continues to be the international
leader in providing genetically superior
pig breeding stock and technical support
for maximising genetic potential to
commercial pork producers operating
for over 40 years pic’s success is
attributed to its thorough concentration
and significant investment in aspects of
genetics technology and health
making a splash
with the commencement of our research
in applying genetics and biotechnology
to shrimp production syaqua has been
established as sygen’s commercial
breeding stock business in aquaculture
2057tpsygen ra 2002p4  30902  531 pm  page 3 4 sygen annual report and accounts 2002
sygen
producers
farmers
proce  
chief executive’s review
sygen’s goal remains to be the leader
in creating value through the innovative
application of quantitative genetics and
biotechnology to animal breeding our
products technology and people have
enabled sygen to meet this goal in the
pig industry we intend to build our
presence in animals other than pigs
starting with shrimp
phillip david chief executive
sygen achieved a profit before tax and exceptional items of £130 million
40 ahead of last year this performance was particularly significant
given the lingering impact of foot and mouth disease in europe and
the declining market prices in north america and europe experienced
in the second half of the year 
much of the improvement in our operating performance can be
attributed to the continued execution of our strategy to reduce the
impact of market risk and volatility on our business model and to improve
the quality of our earnings in 2002 we sold another farm in europe
further reducing the amount of our internal breeding production and we
also increased the proportion of our business related to indirect or royalty
based sales to insulate our business model further from pig price volatility
unit volumes increased by 71 to 21 million parent equivalents
over the prior year and the proportion of breeding stock sold on an
indirectroyalty basis increased from 66 to 69 this change in the
mix resulted in a £25 million decrease in expense from the three regions
1997 1998 1999 2000
06m
12m
european community fp iv – characterisation of
genetic variation in the european pig to facilitate the
maintenance and exploitation of biodiversity
european community fp iv – identification of quantitative trait loci for
production traits in commercial pig populations 
2057tpsygen ra 2002p4  30902  531 pm  page 4 sygen annual report and accounts 2002 5
e  ssors
distributors
retailers
consumers
first link in developing a
quality supply chain
research grants
sygen and its research partners compete very successfully for research grants from
government agencies on both sides of the atlantic ocean since 2000 sygen
supported projects have received almost £10 million from government research
funding agencies the following examples are illustrations of this success in addition
significant animal health research funding is provided for us institutions through the
biotechnology research development corporation of which sygen is a shareholder
european community fp v – identification of genes
expressed during haemophilus parasuis infections of pigs 06m
2001 2002 2003 2004 2005 2006 2007
european community fp v – new gene tools to improve pig welfare and
the quality of pork 22m
us department of commerce nistatp – biosecure zeroexchange shrimp technology biozest a paradigm shift for the us
industry us82m
uk bbsrc exploiting genomics – porcine reproductive and respiratory virus prrsv genetics of host responses £12m
2057tpsygen ra 2002p4  30902  531 pm  page 5 6 sygen annual report and accounts 2002
19941999
first patents granted for litter size
marker in usa and australia
second patent granted for litter size
marker in usa
19992000
two patents granted for new litter size
markers in usa
first patents granted for coat colour
marker and a fourth litter size marker
more for less
sygen’s genetic marker pt1 a gene
test that identifies pigs whose offspring
use less feed grow leaner and produce
less waste output was recognised
with a top 100 rd award for
research innovation
biotechnology our ‘x’ factor
we are confident that we can deliver
consistent sustainable results because
of our leading quantitative genetics and
biotechnology these ensure that we
can offer superior products throughout
the global meat supply chain
turning the tide on shrimp
imports into the us
the us department of commerce
awarded pic inc and three other
partners a research grant of
us82 million to develop an
economically viable environmentally
responsible and sustainable production
system for shrimp this is an important
step in our strategy of leveraging our
quantitative genetics and biotechnology
across multiple animal species
patently better
2057tpsygen ra 2002p4  30902  532 pm  page 6 sygen annual report and accounts 2002 7
and an improvement in net margin before corporate and research
expenses from £1086 per unit to £1214 per unit
operating performance improved in every region again this year
research and development expenses were increased by 25 to
£69 million and the remaining corporate expenses increased by less
than 6
profit after tax including exceptional items which include dalgety
residual issues was £108 million earnings per share before exceptional
items were 28 pence or 37 pence after accounting for the net positive
exceptional items 
technology
we have made great progress in the development of our technologies
eleven new patent applications were filed and seven new picmarq™
patents were granted during the year new products incorporating dna
genomics technology were launched in several countries including
animals selected to be resistant to a specific bacterial pathogen gross
profit from sales of biotechnology products picmarq™ increased by
52 to £32 million
record results were achieved at the pic canadian genetic nucleus
farm and good increases in the rate of genetic improvement were also
made in the us and french genetic nucleus farms this together with
an increase in the speed of dissemination due to our recent redesign of
the production chain is providing our customers with faster access to
improved genetics in addition as a result of an increase in the transfer
of genetic technology between our three genetic nucleus farms a
global genetic improvement programme was designed and established
during the year to serve the differing needs of individual customers in
their local markets this structure is unique to pic amongst pig genetic
improvement companies 
sygen’s investment in genetics and biotechnology provides
technologies applicable to multiple animal species the focus of the
genomics programme is the endproduct quality eg eating quality
and animal health and welfare evidence of our leadership in this area
can be seen in our scientists’ involvement in a significant new project
looking at both meat quality and stress this project was initiated with
the support of the european community and involves research groups in
france spain ireland and uk other new projects also with government
support are underway in the areas of animal behaviour and disease
susceptibility 
20002002
first european patent granted for
alitter size marker
new patents granted for disease
resistance marker in australia and
new zealand
first patent for coat colour markers
granted in usa
patents granted for two further litter
size markers in usa
second european patent for litter
size marker and first european patent
for coat colour markers granted
first patent on breed identification
granted
2057tpsygen ra 2002p4  30902  532 pm  page 7 8 sygen annual report and accounts 2002
growing profits
the chart below shows the contribution
of gross profits from biotechnology
products picmarq™ to the company’s
gross profits over the last three years
applying biotechnology
promotes growth
2000  £02m 2001  £21m 2002  £32m 
2057tpsygen ra 2002p4  30902  532 pm  page 8 sygen annual report and accounts 2002 9
principles 4 better living
sygen is currently a constituent of the
ftse4good index series which is an
index series for socially responsible
investment designed by ftse to be
included in ftse4good companies
have to satisfy criteria based on
three principles working towards
environmental sustainability developing
positive relationships with stakeholders
upholding and supporting universal
human rights
our rich gene pool
over 1000 people work for sygen
around the world we have an excellent
combination of technical sales people
management finance production
and marketing skills we have global
technology leadership and business
training programmes in place to ensure
our employees continue to have the
skills we require
people
at the end of the year sygen had 1044 employees around the world
we have an excellent combination of technical sales people
management finance production and marketing skills the diversity in
their backgrounds and abilities is the right mix to listen to our customers
and develop innovative technicalbased solutions to meet local needs
we have global technology leadership and business training
programmes in place to ensure our employees continue to have the skills
we require sygen people create the technical differentiation build the
customer relationship and work closely with our multiplierspartners to
ensure our customers have a competitive advantage in the marketplace 
pic americas operating profit £264 million
fy2001 £250 million profit
continued change in the mix to an increased proportion in indirect sales
78 in 2002 compared to 75 in the prior year has enabled a 6
increase in operating profit to £264 million in this region total unit
volumes have increased by 7 and expenses decreased by 6 margin
per unit decreased £210 in this region onethird due to this mix effect
with most of the balance due to decreased gross margin in mexico the
yearonyear decrease of £16 million in profits from mexico was due to
an increase in import costs following the closure of a nucleus farm due
to disease concerns all other countries in this region improved profit
yearonyear
pic europe operating loss £18 million
fy2001 £42 million loss
results in almost every country in europe improved over the prior year
this region grew unit volumes by 11 and breeding stock gross margin
by £27 million whilst expenses were reduced by £05 million despite
increased production losses at the nucleus herd of £10 million due to
low slaughter pig prices and the first half impact of foot and mouth
disease the yearonyear reduction in operating losses was £24 million
although the overall operating loss of £18 million was larger than we
expected very good progress has been made in europe the second
half loss was £04 million and excellent cash management resulted in
afull year positive cash flow of £15 million
pic asia operating profit £06 million 
fy2001 £01 million loss
this was the first full year of operating profit in this region asia benefited
from exiting the vietnamese business improved results from franchises
and moving from the startup phase in thailand to sales from local
contract production the business in china remains a key area of
focus as we continue to grow and reinvest its positive cash flow back
into that country
syaqua
we announced in november last year that sygen would be using its
technical skills and global presence to become involved in the breeding
stock business for other food animals as mentioned previously our first
step in this direction has been to apply for and receive a research grant
to conduct some fundamental research on shrimp genetic improvement
as part of a broader research project shrimp is the number one
preferred seafood choice in usa and it is the largest food import into the
usa a market worth over us30 billion the total worldwide farmed
shrimp market is estimated at us67 billion to accommodate these
new developments we have formed a new subsidiary syaqua to
bring this technology to market we expect to begin to invest in the
commercialisation of this research in this new financial year
future
sygen’s goal remains to be the leader in creating value through the
innovative application of quantitative genetics and biotechnology to
animal breeding
our products technology and people have enabled sygen to meet
this goal in the pig industry we intend to build our presence in animals
other than pigs starting with shrimp
phillip j david
chief executive
2057tpsygen ra 2002p4  30902  532 pm  page 9 10 sygen annual report and accounts 2002
finance director’s report
taxation
during the year we restructured our tax organisation and commenced a
global tax optimisation project the results of which we are beginning to
recognise the tax charge for the 2002 financial year before exceptional
items was £47 million or 36 of profits which compared with a rate
of 88 in the prior year including exceptional tax items which were
primarily releases of provisions booked in the prior year the total tax
charge for the 2002 financial year was £19 million
earnings per share
basic earnings per share were 37 pence compared with earnings per
share of 79 pence restated to reflect impact of frs 19 in the prior year
however exceptional items of £220 million primarily due to excess
provisions and accruals were released to our profit and loss account for
the year ended june 2001 thereby increasing the stated earnings per
share excluding these exceptional items earnings per share in the prior
year were 03 pence restated to reflect impact of frs 19 excluding
exceptional items in the 2002 financial year our earnings per share were
28 pence which is an increase of almost ten times over the prior year
dividends
a final dividend of 05 pence per share is recommended for the year
no interim dividend was paid no dividends were paid in respect of the
2001 financial year
dalgety residual assets and liabilities
as at the year end the net liabilities related to dalgety residuals
amounted to £147 million versus £293 million at the prior year end
the decrease is due primarily to the resolution and payment of tax 
related liabilities that had been provided for in the prior year the remaining
liabilities consist primarily of unfunded pensions and surplus property
leases and which are expected to unwind over an extended number 
of years
financial resources 
in addition to our net cash balance of £301 million sygen has two
facilities with a us financial institution the first is a term loan the original
amount of which was us15 million the loan amortises with quarterly
payments of us750000 and is to be repaid in full on 31 march 2003
as at the year end us75 million was outstanding the second facility
is a revolving line of credit in the amount of us5 million none of which
has been drawn the rates of these facilities are variable
foreign currency exposure
sygen maintains international operations giving rise to exposure from
foreign currency fluctuations the principal overseas currency is the us
dollar and based on financial year 2002 earnings a 5 change in the
average us dollar rate would affect operating profit by approximately
£10 million each year a foreign currency exposure review is completed
to identify major translation exposures that affect both our balance sheet
and profit and loss account our position is to hedge large identifiable
transaction exposures that occur in a given financial year to minimise the
exposure to currency valuation and market volatility 
john adams
finance director
sygen’s financial performance for the financial year ended 30 june 2002
represented a second consecutive year of substantial progress profit
improvements were achieved across all operating regions for the second
consecutive year with asia achieving its first full year of profitability profit
before tax and exceptional items was £130 million an increase of 40
compared with £93 million in the prior year profit before tax but after
exceptional items was £127 million attributable profit after tax and
exceptional items was £108 million 
cash position
we have made continued efforts to manage capital expenditure and
working capital tightly and effectively this combined with improved
operating performance resulted in an increase in our net cash at the
year end our gross cash position was £367 million and with debt
of £66 million net cash was £301 million net cash increased by
11 from £270 million at the end of the prior year to £301 million
despite the payment of £113 million related to residual items
exceptional items
during the past year the net exceptional benefit for the year was
£25 million the exceptional items are described below
in october 2001 one of our insurance providers declared insolvency
this provider was insuring a number of contingent liabilities relating to the
sale of businesses in prior years a provision of £29 million was made
in respect of any potential claims and associated costs that may arise
provisions had also been made in prior periods for the future leases of
surplus properties owned by sygen renegotiation of these leases
resulted in a reduction in the surplus property provision of £16 million
in addition an accrual of £05 million in connection with lower than
anticipated liquidation costs of a former dalgety business was released
and consequential expenses of £02 million were charged the net
impact of these exceptional items in the year was a £10 million expense
net interest income for the year was £15 million of which
£07 million was exceptional interest income this exceptional interest
income related primarily to dalgety residual tax items 
finally in previous periods we had provided for a residual tax liability
in excess £10 million of which £83 million was paid in the first half of
the year in may 2002 we were advised that no further obligations were
outstanding in relation to that liability and consequently a £18 million
exceptional provision was released in addition during the year we
booked a provision for a deferred exceptional tax credit of £10 million
related to exceptional expenses that have been accrued this tax credit
is not deductible for tax purposes until the expenses have been paid
the total tax benefit related to exceptional items during the year was
£28 million
2000 2001 2002
£18
£27
£30
net cash millions
2057tpsygen ra 2002p4  30902  532 pm  page 10 sygen annual report and accounts 2002 11
board members
finance director
joined the board as finance director in october
2001 he is also responsible for the group’s
information technology function he was formerly
chief financial officer of peoplepc inc an internet
infrastructure company based in san francisco he
has also previously held various strategic and financial
planning positions at the walt disney company
pepsicola company and hewlettpackard he holds
a ba in economics and an mba age 40 us citizen
chief executive
joined pic in 1982 as a geneticist he was appointed
president of pic americas and asia in 1990 in 1994
he was appointed chief executive of pic he was
appointed to the board in february 1998 and was
appointed chief executive of the group in october
1998 he holds a phd in genetics age 49 us citizen
chairman
joined the board in february 1993 and was
appointed chairman on 1 january 1999 he is a
member of the remuneration and audit committees
he is also chairman of mencap wellington finance
limited and first artist corporation plc he is a non
executive director of marks and spencer plc and
cornhill insurance plc he is also a fellow of the
royal society of arts a companion of the british
institute of management and a fellow of the
chartered institute of marketing age 68 uk citizen
nonexecutive director
joined the board on 1 november 1999 he is
chairman of the audit committee and a member of
the remuneration committee he is also executive
chairman of tibbett  britten group plc chairman of
transaid worldwide services limited and cranfield
center for logistics and transportation advisory
board he is also a fellow of the chartered institute
of transport the institute of logistics and a fellow
and director of the institute of grocery distribution
age 66 uk citizen
president – pic americas
joined pic in 1995 after having previously been employed
with pic for 10 years he was appointed president
of pic americas in october 1997 and was appointed
to the board in october 1998 he has held various
positions within pic including group technical director
where he was responsible for pic’s long term technical
research and global improvement programmes he also
spent three years as senior vice president of production
with premium standard farms he holds an mba and is
a doctor of veterinary medicine age 49 us citizen
managing director – pic asia and syaqua
joined pic in 1991 and was appointed to the board
in february 1999 he was formerly managing director
of pic western europe for three years and president
of pic usa for four years prior to those positions
he was responsible for the us sales and marketing
function he also spent eleven years at monsanto
company in various technical and marketing
capacities he holds a phd in livestock genetics
age 51 us citizen
nonexecutive director senior independent director
joined the board on 9 february 1999 he is
chairman of the remuneration committee and a
member of the audit committee he retired from
kings super markets inc new jersey as president
and chief executive officer in 1998 after 24 years
with the group he is currently a director of franklin
publishing company and quick chex stores and a
member of the advisory board of pnc bank na nj
age 60 us citizen
nonexecutive director from 1 july 2002
joined the board on 1 july 2002 he is a member of
the remuneration and audit committees he is senior
vicepresident corporate development of unilever
he is a fellow and vice president of the institute
of grocery distribution a commissioner on the uk
government’s policy commission on the future
of farming and food and a nonexecutive director
of the british nutrition foundation and rothamsted
experimental station limited he is also a member of
the uk’s dti foresight group and honorary treasurer
and chairman of the finance committee of the food
and drink federation age 47 uk citizen
company secretary
joined the group in 1989 and was appointed company
secretary in 1999 age 32 singapore citizen
brian baldock 
cbe
phillip david john adams
james anderson gregg bevier john harvey
cbe
james meister iain ferguson dorothy lee
2057tpsygen ra 2002p4  30902  533 pm  page 11 12 sygen annual report and accounts 2002
the directors present their report and the audited financial statements for
the year ended 30 june 2002
principal activity
the principal activity of the group is the application of quantitative
genetics and biotechnology to animal breeding the development of the
business of the group is reviewed on pages 1 to 10
dividends
the board recommends a final dividend of 05 pence per ordinary share
in respect of the year ended 30 june 2002 to be paid on 2 december
2002 to ordinary shareholders who are on the register on 1 november
2002 no interim dividend in respect of the year was paid
share capital
at 30 june 2002 there were 293726167 ordinary shares in issue
changes in the ordinary share capital during the year are given on
page 34
directors
the directors at the date of this report and their biographical details are
listed on page 11 a complete list of directors who served during the
year is shown in the remuneration report on page 18
i g t ferguson was appointed a nonexecutive director on 1 july
2002 in accordance with the articles of association he will retire at 
the annual general meeting and being eligible offers himself for election
to the board he does not have a service agreement with the company
his initial term of appointment is for a period of three years expiring 
on 30 june 2005 which is renewable for a further three years by 
mutual agreement
j h anderson j a harvey and j w meister will retire by rotation
at the annual general meeting and being eligible offer themselves for
reelection j h anderson has a us service agreement with the group
which provides for one year’s notice from either party j a harvey and
jw meister being nonexecutive directors do not have service
agreements with the company – their terms of appointment were
renewed by mutual agreement for a further period of three years each
expiring on 8 february 2005 and 30 may 2005 respectively 
directors’ interests
the interests in ordinary shares of the company at 30 june 2002 of the
directors and their families all being beneficial were
30 june 2001
30 june 2002 or date of appointment
j w adams 20000 –
j h anderson 90000 90000
b f baldock 278300 153300
g w bevier 105295 94632
p j david 250000 215000
j a harvey 161875 110000
j w meister 101875 65000
there were no other changes in the directors’ interests between
1 july 2002 and the date of this report
at 30 june 2002 1667886 ordinary shares were held by the
trustee of the employee benefit trust in addition to the beneficial
interests disclosed above each executive director is a potential
beneficiary in common with all group employees in respect of shares
held in the trust
directors’ remuneration
the directors’ remuneration is reported in the remuneration report
on pages 16 to 19
major shareholders
as at 11 september 2002 the company had been notified under
section 198 of the companies act 1985 of the following substantial
interests in the company’s ordinary share capital 
• fmr corp its direct and indirect subsidiaries and fidelity international
limited held 41273647 ordinary shares 1408
• phoenix asset management partners limited held 24079563 ordinary
shares 821
• the capital group companies inc on behalf of its affiliates including
capital guardian trust company held 11304600 ordinary shares
386
•legal  general investment management limited held 9710510
shares 331
employee involvement
employees are recognised as key assets of the group and their quality
and motivation are essential to the group’s business and its ability to
compete successfully in their markets the group’s employment policies
are designed to attract retain develop and motivate high quality staff to
recognise and reward success results and achievements and to give
equal opportunities for employment training career development and
promotion to all employees regardless of sex race religion and including
disabled persons where their aptitude and abilities permit
the group also considers it to be of great value for its employees to
be interested in the group’s performance a global share option plan was
established in 1999 and eligible employees each received a oneoff grant
of options over 2000 shares in certain countries where the grant of
options was not possible equivalent rights called awards were granted
the awards give the right to receive cash bonuses instead of shares and
in all respect are subject to the same rules and performance target as
options the terms and conditions of the 1999 grant are identical to that
of the executive share option plan details of which are set out in the
remuneration report at 30 june 2002 there were 904 participants
within the global share option plan
to help achieve corporate aims and objectives the group maintains
and develops formal and informal systems of communications with its
employees to discuss matters of mutual interest the company makes
extensive use of local consultative procedures in each country in which
it operates so that the views of employees can be taken into account
when making decisions that are likely to affect their interests additionally
information on matters of concern to employees is given through
bulletins meetings reports and newsletters and includes information
to enable them to gain awareness of financial and economic factors
affecting the group
directors’ report
2057tpsygen ra 2002p4  30902  533 pm  page 12 sygen annual report and accounts 2002 13
corporate governance
the group’s statement on corporate governance is set out on
pages 14 and 15
research and development
research and development programmes to improve and develop new
products and production techniques are core to the group’s success
the group is actively involved in the public debate on the future use of
biotechnology and is committed to working within the regulations and
guidelines on animal welfare and food safety in the territories in which
it operates expenditure on research and development in the year
amounted to £69 million
policy on payment to creditors
the company does not follow any particular code of practice for the
payment of suppliers the company has due regard to the payment
terms of suppliers and generally settles all undisputed accounts within
the terms agreed on each transaction
at 30 june 2002 the company had no trade creditors
donations
during the year £1100 was donated to charities in the uk no political
donations were made
auditors
the auditors pricewaterhousecoopers have expressed their willingness
to continue in office and a resolution will be proposed at the annual
general meeting for their reappointment and to authorise the directors
to determine their remuneration
going concern
the directors have reviewed the group’s budget for the financial year
ending 2003 and projections for the subsequent year after taking
into account the cash flow implications of these projections including
proposed capital expenditure and asset sales and after comparing
these with the group’s committed borrowing facilities the directors
have concluded that it is appropriate to prepare the accounts of the
company and the group on a going concern basis
annual general meeting
the annual general meeting will be held at 200 pm on 6 november
2002 at the new connaught rooms 6165 great queen street
london wc2b 5da the notice of meeting appears on page 41 there
are three items of special business all of which relate to the authorities
given to directors at the last annual general meeting and which will
expire at this year’s annual general meeting – explanatory notes on
these resolutions are set out below
resolution 8 – section 80 of the companies act 1985 prevents
directors of a company from allotting unissued shares without the
authority of shareholders in general meeting resolution 8 seeks renewal
of this authority through to the next annual general meeting subject to
the limitations set out in the notice for the allotment of shares up to an
aggregate nominal value of £9000000 being 306 of the total share
capital in issue as at 11 september 2002 the directors have no present
intention of exercising their authority to allot unissued shares except
those relating to scrip dividends and share options
resolution 9 – under section 891 of the companies act 1985 
the directors are not authorised to allot new shares for cash without first
offering them to existing shareholders unless they are authorised to do
so by a special resolution resolution 9 seeks to renew the authority of
the directors pursuant to section 95 of the companies act 1985 to allot
shares as if section 891 of that act did not apply to such allotments
if passed the resolution will give directors the power to issue shares in
connection with a rights issue and shares for cash up to an aggregate
nominal value of £1468000 being 5 of the issued ordinary share
capital as at 11 september 2002 notwithstanding that power it is the
intention of the directors to observe the institutional guidelines which
require that no more than 75 of the issued ordinary share capital may
be allotted for cash on a non preemptive basis in any three year period
500000 shares were issued on 14 may 2002 following the exercise 
of a share warrant 128125 shares were issued on 1 july 2002 as part
of the cash fees payable to the nonexecutive directors
resolution 10 – this resolution seeks renewal of shareholders’
authority to enable directors to make market purchases of the
company’s shares no purchases were made during the year under this
authority and whilst the directors have no present intention of utilising
this authority the board considers it desirable to continue to have the
flexibility to make such market purchases on the terms described in
the notice the board will only exercise this power if it believes it would
result in an increase in the earnings per share of the company and 
would be in the best interests of shareholders generally the total number
of optionsawards to subscribe for shares that are outstanding as at
11 september 2002 are 12432400 representing 423 of the issued
share capital
by order of the board
d lee
company secretary
11 september 2002
2057tpsygen ra 2002p4  30902  533 pm  page 13 14 sygen annual report and accounts 2002
the listing rules of the financial services authority require listed
companies to disclose how they have complied with the principles
of good governance and the code of best practice known as the
combined code the board believes that the company has complied
with the principles set out in section 1 of the combined code
throughout the year ended 30 june 2002 this statement together
with the remuneration report set out on pages 16 to 19 explains
how the company has applied the principles set out in section 1 of
the combined code
board structure and committees
the board currently comprises of four executive directors including
the chief executive and four nonexecutive directors including the
chairman their biographies are set out on page 11 the directors bring
a wide range of skills and experience to the board all of the non
executive directors are considered by the board to be independent of
management and free from any business or other relationships which
could materially interfere with the exercise of their independent
judgement they play a full part as members of the board and share
responsibility for board decisions
the roles of the chairman and the chief executive are separated and
clearly defined the chairman’s overall responsibility is to ensure that the
board carries out its responsibilities and the chief executive to directing
and promoting the operation and development of the group 
all directors have access to the advice and services of the company
secretary who ensures that the board receives appropriate and timely
information for its decision making that board procedures are followed
and that statutory and regulatory requirements are met all new executive
directors receive appropriate induction training when they join the
company upon appointment j w adams attended a briefing session
conducted by the company’s solicitors in relation to the responsibilities
of a director under the companies act 1985 and the listing rules of the
financial services authority there is also a formal procedure whereby
directors wishing to do so in the furtherance of their duties may take
independent professional advice if necessary at the company’s
expense
the composition of the board is kept under review to ensure that the
board collectively possesses the necessary skills and experience under
the company’s articles of association new directors are required to
submit themselves for election at the next annual general meeting in
addition onethird of the board is required to retire each year by rotation
and all directors are required to offer themselves for reelection at least
every three years
the board usually meets five times a year and determines the
commercial strategy and policies for the group it also maintains control
over investment policy and major capital expenditure it has a schedule
of matters reserved for its decision the board receives full and timely
management reports regarding its businesses to enable it to discharge
its duties operational control and the implementation of group strategy
and policy is delegated by the board to the chief executive who is
supported by his executive committee the executive committee
comprises of the executive directors and senior members of the sygen
management team there are clear lines of reporting for the group’s
individual executive directors and members of the executive committee
have specific responsibilities for key areas of operation across the group
the board has established three standing committees all of which
operate within written terms of references
the audit committee comprised of the following nonexecutive
directors during the year j a harvey chairman b f baldock
jw meister and t n urban retired 11 january 2002 i g t ferguson has
been appointed a member on 10 september 2002 the audit committee
meets four times a year and assists the board in fulfilling its overview
responsibilities primarily in reviewing the report of financial and non
financial information to shareholders the systems of internal control and
risk management and the work of both internal and external auditors
the remuneration committee was also comprised of non
executive directors during the year t n urban retired as chairman on
11 january 2002 b f baldock j a harvey and j w meister appointed
chairman on 12 january 2002 i g t ferguson has been appointed a
member on 10 september 2002 the company policy for remuneration
and benefits is considered as part of the strategic development of the
business the remuneration committee’s policy for the remuneration
of executive directors is to align remuneration to the group objective of
providing superior returns for shareholders to motivate and reward high
levels of achievement consistent with the best interests of shareholders
and to support the recruitment and retention of executive directors with
requisite skills and experience the remuneration committee meets four
times a year and determines the policy and the specific remuneration
packages for each executive director and a small number of senior
executives it also recommends to the board the terms and conditions of
all sharebased bonuses and long term incentive plans the committee
also periodically monitors the performance and development
programmes of the executive directors and a small number of senior
executives and they are appraised annually
the nomination committee comprised of the following directors
during the year the majority of whom were nonexecutive directors
bf baldock chairman p j david retired 17 june 2002 j a harvey
jw meister and t n urban retired 11 january 2002 i g t ferguson
has been appointed a member on 10 september 2002 the nomination
committee meets when necessary it is responsible for reviewing the
structure size and composition of the board and for identifying and
making recommendations following a formal selection process to the
board on all new appointments
internal control
control environment – the directors are responsible for the group’s
system of internal control and for reviewing its effectiveness the system
is designed to manage rather than eliminate the risk of failure to achieve
business objectives and can only provide reasonable and not absolute
assurance against material misstatement or loss and the maintenance
of proper accounting records and the reliability of financial information
the board has established procedures necessary to implement the
requirements of the combined code relating to internal controls and
reviewed the effectiveness of the group’s systems of internal control
including financial operational and compliance controls and risk
management these procedures establish the process by which the
board will on an ongoing basis identify evaluate and manage the
significant risks faced by the group and carry out its annual review of the
effectiveness of the internal controls it is intended that these procedures
will be kept under review each year and adjusted as appropriate
corporate governance
2057tpsygen ra 2002p4  30902  533 pm  page 14 sygen annual report and accounts 2002 15
in addition to the review of the scope and results of the audit and
the activities of the external and internal auditors including the cost
effectiveness of the audit and the independence and objectivity of the
external auditors the audit committee’s terms of reference include
responsibility for overseeing internal controls including operational and
financial controls and risk management 
risk management – the board’s strategy is to follow a prudent risk
policy business risks are evaluated at group level as part of the annual
strategic planning process business managers have responsibility to
identify the risks facing each business and then establish procedures or
policies in place to mitigate or monitor them treasury risks are evaluated
by the finance director and the group treasurer who are responsible to
the board for evaluating all significant borrowings foreign currency and
interest rate management facilities
information systems control procedures and monitoring – the
group has comprehensive strategic plans budgets and detailed monthly
financial and cash reporting the strategic plan and annual budget are
reviewed by the executive committee and submitted to the board for
approval business managers report regularly on performance to the
executive committee and major issues are reported to the board
levels of authority are agreed annually to set clear limits of delegation
to establish procedures and to control and monitor risks a detailed
selfaudit questionnaire is received annually from each business unit
relations with shareholders
the board recognises the importance of good communications with
all shareholders the company issues summary annual reports to
shareholders with full annual report and accounts available on request
the company also makes certain communications available to
shareholders electronically – shareholders can elect to receive annual
and interim report and accounts and notices of general meetings
electronically they may also register proxy votes electronically the
company has a website wwwsygeninternationalcom which contains
uptodate information on group activities and published financial results
there is regular dialogue with individual institutional shareholders and
analysts and general presentations are made after financial results are
announced 
the annual general meeting is the principal forum for dialogue with
private investors where shareholders are given the opportunity to raise
questions at the meeting the results of proxy votings are announced
at the meetings
corporate social responsibility
the company is currently a constituent of the ftse4good index series
which is an index series for socially responsible investment designed
by ftse ftse4good is a series of benchmark and tradable indices
facilitating investment in companies with good records of corporate
social responsibility to be included in ftse4good the company has
to satisfy criteria based on three principles
• working towards environmental sustainability
• developing positive relationships with stakeholders
• upholding and supporting universal human rights
the ftse4good advisory committee reviews the indices twice
annually in september and march at which time the criteria and
constituents will be reviewed 
the environment
the group recognises the social obligations to the communities in
which it operates and considers respect of the environment to be one
of the group’s core values the group is committed to providing the
knowledge skills and resources necessary to support an effective
environmental policy within its wider commercial objectives the group
specifically aims to
• comply with national environmental legislation
• implement local industry best practice in its production units
• continually assess and where possible improve the impact of its
operations on the environment
• include environmental considerations in its investment decisions
• use energy efficiently
• play an active role in the trade associations which represent the group’s
businesses and work with them to raise environmental standards
• progressively seek similar environmental standards of the group’s
suppliers contractors and business partners
animal welfare
the group regards respect for animals as one of the core values of its
business and is committed to adopting high animal welfare standards
from both an ethical and commercial point of view the group specifically
aims to
• adhere to local legal requirements and national guidelines on animal
welfare
• implement what is regarded as local industry best practice in its
production units
• monitor animal welfare practices on all owned production units through
a regular programme of management audits and independent veterinary
visits
• require all farm staff to adopt a companywide “code of conduct”
to ensure professional levels of animal husbandry 
2057tpsygen ra 2002p4  30902  533 pm  page 15 16 sygen annual report and accounts 2002
the board presents its report on executive remuneration for the year
ended 30 june 2002 which follows the provisions of the combined
code the chairman of the remuneration committee will be available
to answer questions at the annual general meeting
membership and role
the members of the remuneration committee during the year all
of whom were nonexecutive directors were t n urban retired as
chairman on 11 january 2002 j w meister appointed chairman
on 11 january 2002 b f baldock and j a harvey the committee
regularly consults the chief executive and director of global services
on executive remuneration
the committee determines the framework and the specific
remuneration packages for each executive director and a small number
of senior executives it also recommends to the board the terms and
conditions of all sharebased bonuses and long term incentive plans
remuneration policy
executive directors – the committee’s policy for the remuneration
of executive directors is to align remuneration to the group objective of
providing superior returns for shareholders to motivate and reward high
levels of achievement consistent with the best interests of shareholders
and to support the recruitment and retention of executive directors with
requisite skills and experience
these guiding principles and all components of the remuneration
package are reviewed regularly by the committee the total value for
each executive director is judged by comparison with the median value
of remuneration and benefits provided by comparator companies of
similar size structure and business the remuneration for the executive
directors also reflects the fact they are all based in usa
the current overall policy for executive remuneration ensures that
the remuneration package for each director
• provides an appropriate element of total remuneration comprised of
fixed pay variable pay and benefits linked to the annual and longer term
performance of the group as measured against targets set and reviewed
by the remuneration committee
• encourages share ownership by directors
• remains competitive in respect of employment terms and conditions
reflecting the market in which the executive operates and
• is fair by comparison with packages of other executives within
the group
nonexecutive directors – the remuneration of the nonexecutive
directors is determined by a committee comprising of the executive
directors during the year the company introduced a scheme which
enabled nonexecutive directors to receive payment of part of their fees
in the form of sygen ordinary shares the shares will be held in trust and
released to them at the end of their term of office
the nonexecutive directors do not participate in the pension bonus
option or long term incentive plans
there is no formal term of office for nonexecutive directors but in
practice nonexecutive directors are appointed initially for a threeyear
period renewable for a further three years by mutual agreement
remuneration package for executive directors
the present remuneration package for executive directors who are
all based in the us comprises of the following elements
basic salary – this is a fixed annual sum recognising ongoing
market value set within a range around the market median for similar
positions in other companies of similar size it is reviewed and
determined from 1 july each year by the remuneration committee
recognising the individual’s performance and developments in the
relevant employment market 
management incentive plan – the remuneration committee
determines the basis and objectives each year of the annual bonus
for executive directors these objectives reflect the annual priorities of
the business bonuses are payable in cash and are not pensionable
for the year ended 30 june 2002 bonus targets were based partly
on group and regional profits performance and individual personal
performancerelated objectives no bonus is paid unless threshold
performance goals are attained the chief executive had a maximum
bonus entitlement of up to 75 of basic salary and other executive
directors had entitlements of up to 60 of basic salaries in 2002
the minimum targets established for group and asia region profits
performances were achieved and the executive directors achieved
the majority of the personal objectives
long term incentive plan – the sygen international long term
incentive plan was established in 1998 participants in this plan include
executive directors and certain senior executives bonuses under this
plan are payable in the form of deferred rights to receive or acquire
for a nominal consideration ordinary shares the release of shares
conditionally awarded is subject to a performance target comparing
the company’s total shareholder return over a period of three years
with the comparator companies comprised within the ftse smallcap
index at the start of the financial year awards will not be released if
the company’s performance is below the median at the median 30
of awards will vest with awards vesting in full for performance at or
above the 75th percentile between those two levels awards will vest
on a sliding scale awards range from 100 of basic salary for the
chief executive 75 for other executive directors and 35 for
selected senior executives participants are also expected to acquire
and retain a personal shareholding in the company
details of shares that have been conditionally awarded to executive
directors are shown on page 18
share option plan – the company operates an executive share
option plan for executive directors and certain senior executives in
certain countries including the state of california usa where grants of
options are not possible equivalent rights called awards will be granted
the awards give the right to receive cash bonuses instead of shares
and in all respects are subject to the same rules and performance
target as options optionsawards are granted for no consideration and
the exercise of optionsawards is subject to performance conditions
determined from time to time by the committee for optionsawards
granted in march 2002 to be exercised the company’s earnings
per share growth over a rolling period of three years commencing
1 july 2001 must exceed the uk rate of inflation over that same
period by at least 9
remuneration report
2057tpsygen ra 2002p4  30902  533 pm  page 16 sygen annual report and accounts 2002 17
each executive director can hold optionsawards up to the value of
four times basic annual salary however except in circumstances which
the committee decides are exceptional participants in the long term
incentive plan are not entitled to further grants of optionsawards under
the executive share option plan exceptional circumstances include the
appointment of new executive directors who will be granted options up
to the value of four times basic annual salary
details of optionsawards held by executive directors under the
executive share option plan are shown on page 19
pensions –
• uk plan – the company operates a defined benefit funded pension
scheme which all senior executives based in the uk are entitled to join
no executive directors currently participate in this plan
• us plan – usbased executive directors and employees participate in
a 401k “defined contribution” taxdeferred retirement savings plan all
executive directors currently participate in this plan executives can save
up to a limit of us11000 of their earnings before taxes are withheld
this reduces the us federal and state income tax liability for the
executive the company matches up to 2 of employee contributions
each month and made a discretionary contribution of 3 for the year
ended 30 june 2002
the amounts contributed by the executives as well as the interest
earned on those contributions belong to the executives from the time
they participate in the plan the executives become fully vested in the
company contributions after three years of employment
•supplemental retirement plan – this plan was introduced on 1 july
1999 and was designed to provide deferred retirement benefits the
chief executive is the sole participant of the plan in respect of each year
of credited service the plan provides an annual supplemental benefit
equal to 25 of the participant’s highest annual average basic salary
over any 24 consecutive months of credited service payment is made in
the form of a joint and 50 survivor annuity payable monthly normally
commencing on the first day of the month on or next following the
executive’s 60th birthday or if later his actual termination of
employment should the participant elect to commence benefits prior
to age 60 the benefit will be reduced by onethird per cent for each
month by which the date of benefit precedes the normal benefit date
the company’s contractual obligation under the plan is merely that
of an unfunded and unsecured promise by the company in the event
of a merger consolidation or acquisition where the company is not the
surviving company the plan will terminate and no additional benefits will
accrue unless the successor acquiring company elects to continue with
the plan
other benefits – these include life assurance equal to three times
basic salary health insurance company car and fuel or car allowances
these benefits are not pensionable
service contracts –
• uk contracts – the standard uk service agreement has a notice period
of one year for executive directors any compensation payment for
termination would be subject to mitigation there are currently no
executive directors who have a uk service agreement with the company
• us contracts – the standard us service agreement issued to current
executive directors provides for one year’s notice from either party the
exception is j w adams who has a notice period of six months for the
first three years of employment increasing to one year’s notice thereafter
in the case of dismissal other than for cause or change in control and
material change in duties or responsibilities provision is made for salary
and benefits continuation for the period during which the executive is
restrained from working for a competitor or soliciting other executives
to enter into competition with the company
change of control – executive directors are also provided with
protection against a change of control if such an event were to occur
and their positionresponsibilities were to alter significantly for a period of
up to two years following a change of control they would be entitled to
resign and receive compensation this represents two and a half times
basic salary and target bonus for the chief executive and two times
basic salary and target bonus for other executive directors benefits
would also be continued for the same period
2057tpsygen ra 2002p4  30902  533 pm  page 17 18 sygen annual report and accounts 2002
remuneration report continued
1 directors’ emoluments
the full year emoluments of the directors of the company for the year ended 30 june 2002 are disclosed below
basic salary annual pension
or fees benefits bonus total contribution
£’000 £’000 £’000 £’000 £’000
notes 2002 2001 2002 2001 2002 2001 2002 2001 2002 2001
chairman
b f baldock 95 75 – – – – 95 75 – –
executive directors
j w adams 1 134 – 8 – 80 – 222 – 3 –
j h anderson 173 165 12 12 88 76 273 253 11 6
g w bevier 205 186 12 11 53 92 270 289 11 9
p j david 2 308 276 19 16 153 131 480 423 16 13
nonexecutive directors
j a harvey 29 22 – – – – 29 22 – –
j w meister 28 21 – – – – 28 21 – –
former directors
s l simmons 3 4 120 – 15 – 48 4 183 – 7
t n urban 4 19 21 – – – – 19 21 – –
total 995 886 51 54 374 347 1420 1287 41 35
1 j w adams was appointed an executive director on 15 october 2001 he has a standard us service agreement which provides for six months
notice for the first three years of employment increasing to 12 months notice thereafter
2 the highest paid director during the year was p j david his emoluments for the year totalled £479718 2001 £422570 which included an
annual bonus of £152932 2001 £130872 and benefits of £18566 2001 £16178 he held an executive share option over 18606 ordinary
shares at an exercise price of 16119 pence per share which lapsed unexercised on 1 march 2002 he remains eligible for a deferred uk pension
benefit from his previous membership of the dalgety pension fund the value of his deferred benefit is £68947 per annum 2001 £67779
payable in 2012 of this benefit £17640 2001 £17341 per annum is funded and £51307 2001 £50438 per annum is unfunded a full
provision has been made for this the transfer value of this benefit at 30 june 2002 was £649000 2001 £790000 in addition to the us 401k
pension plan he also participates in the us supplemental retirement plan – the value of this accrued benefit is us33750 per annum payable 
in 2012
3 s l simmons resigned as an executive director on 2 july 2001 she did not receive any compensation for loss of office she did not retain the
rights to exercise her outstanding share awards nor receive shares conditionally awarded under the long term incentive plan
4 t n urban retired as a nonexecutive director on 11 january 2002 he did not receive any compensation upon retirement
2 long term incentive plan
details of shares that have been conditionally awarded to executive directors are shown in the table below 
30 june 2001
year of or date of awards awards 30 june year of
award appointment granted lapsed 2002 vesting
j w adams 2000 – 500000 – 500000 2003
2001 – 500000 – 500000 2004
j h anderson 1999 216346 – 216346 – 2002
2000 417391 – – 417391 2003
2001 – 406778 – 406778 2004
g w bevier 1999 216346 – 216346 – 2002
2000 469565 – – 469565 2003
2001 – 496071 – 496071 2004
p j david 1999 427350 – 427350 – 2002
2000 927537 – – 927537 2003
2001 – 992142 – 992142 2004
1 the shares awarded in 1999 vested on 30 june 2002 but no shares have been released as the performance target was not achieved
2 shares awarded in 2001 covering the performance period from 1 july 2001 to 30 june 2004 were based on the middle market price of an ordinary
share on 30 june 2001 of 3225 pence
3 j w adams was granted awards for 2000 and 2001 upon joining the company
2057tpsygen ra 2002p4  30902  533 pm  page 18 sygen annual report and accounts 2002 19
3 share option plan
details of optionsawards held by executive directors are shown in the table below
30 june 2001 exercise
year of or date of sharesawards shares 30 june price exercise
share optionsawards grant appointment granted lapsed 2002 pence period
j w adams 2002 – 412447 – 412447 6350 2005 – 2012
j h anderson 1999 140000 – – 140000 10000 2002 – 2009
1998 134234 – – 134234 14592 2001 – 2008
1997 34537 – – 34537 14353 2000 – 2007
1996 26865 – – 26865 18610 1999 – 2006
1995 86450 – – 86450 17350 1998 – 2005
g w bevier 1999 200000 – – 200000 10000 2002 – 2009
1998 230252 – – 230252 14592 2001 – 2008
1997 34537 – – 34537 14353 2000 – 2007
1996 32239 – – 32239 18610 1999 – 2006
p j david 1999 121212 – – 121212 10000 2002 – 2009
1998 245660 – – 245660 14592 2001 – 2008
1997 119834 – – 119834 14353 2000 – 2007
1996 9670 – – 9670 18610 1999 – 2006
1995 115268 – – 115268 17350 1998 – 2005
1992 18606 – 18606 – 16119 1995 – 2002
1 it has not been possible to grant share options in the state of california equivalent rights called awards have therefore been granted to 
j w adams 2002 the awards give the right to receive cash bonuses instead of shares and in all respects are subject to the same rules 
and performance target as options
2 optionsawards granted in 1999 at an exercise price of 100p vested in 2002 but cannot be exercised because the performance target has not 
been met the target will be measured again in 2003 and if met the optionsawards will become exercisable that year
3 optionsawards held by executive directors are exercisable at prices ranging between 6350p and 18610p per share between now and 2012
4 the range in the middle market price of an ordinary share between 1 july 2001 and 28 june 2002 was 28p to 6375p with the middle market 
price on 28 june 2002 being 5050p
on behalf of the board
j w meister
chairman – remuneration committee
11 september 2002
2057tpsygen ra 2002p4  30902  533 pm  page 19 20 sygen annual report and accounts 2002
the directors are required by the companies act 1985 and other
regulations to prepare financial statements for each financial year and 
to present them annually to shareholders at annual general meetings 
the financial statements of which the form and content is prescribed
by the companies act 1985 and applicable accounting standards must
give a true and fair view of the state of affairs of the company and group
at the end of each financial year and of the group’s profit and cash flows
for the year 
the directors are also responsible for the adoption of suitable
accounting policies and their consistent use in the financial statements
supported where necessary by reasonable and prudent judgements 
the directors confirm that the above requirements have been complied
with in the financial statements
in addition the directors are responsible for maintaining adequate
accounting records and sufficient internal controls to safeguard the
assets of the group and to prevent and detect fraud and or any other
irregularities this is reported on in the section on corporate governance
on pages 14 and 15
the maintenance and integrity of the company’s website is the
responsibility of the directors information published on the internet 
is accessible in many countries – legislation in the united kingdom
governing the preparation and dissemination of financial statements 
may differ from legislation in other jurisdictions
directors’ responsibilities
we have audited the financial statements which comprise the group
profit and loss account the segmental analysis of results the group 
statement of total recognised gains and losses the group reconciliation
of movement in equity shareholders’ funds the balance sheets the 
group cash flow statement and the notes to the accounts which have
been prepared under the historical cost convention as modified by the
revaluation of certain fixed assets and the accounting policies set out in
the statement of accounting policies
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 
our responsibility is to audit the financial statements in accordance
with relevant legal and regulatory requirements united kingdom auditing
standards issued by the auditing practices board and the listing rules
of the financial services authority
we report to you our opinion as to whether the financial statements
give a true and fair view and are properly prepared in accordance with
the companies act 1985 we also report to you if in our opinion the
directors’ report is not consistent with the financial statements if the
company has not kept proper accounting records if we have not
received all the information and explanations we require for our audit 
or if information specified by law or the listing rules 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 finance director’s report directors’
report corporate governance and remuneration 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 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 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 it also includes an assessment of the significant
estimates and judgements made by the directors in the preparation of
the financial statements and of whether the accounting policies are
appropriate to the company’s circumstances consistently applied and
adequately disclosed
we planned and performed our audit so as to obtain all the
information and explanations which we considered necessary in order 
to provide us with sufficient evidence to give reasonable assurance that
the financial statements are free from material misstatement whether
caused by fraud or other irregularity or error in forming our opinion 
we also evaluated the overall adequacy of the presentation of information
in the financial statements
opinion
in our opinion the financial statements give a true and fair view of the
state of affairs of the company and the group at 30 june 2002 and of
the profit and cash flows of the group for the year then ended and have
been properly prepared in accordance with the companies act 1985
chartered accountants and registered auditors
bristol
11 september 2002
independent auditors’ report to the members of sygen international plc
2057tpsygen ra 2002p4  30902  533 pm  page 20 sygen annual report and accounts 2002 21
2002 2001
operations
operations before
before exceptional
exceptional exceptional items exceptional total
items items total restated items restated
note £m £m £m £m £m £m
turnover
continuing operations
group and share of joint ventures 1753 – 1753 1844 – 1844
less share of joint ventures 106 – 106 90 – 90
group turnover 1647 – 1647 1754 – 1754
group operating profit 2 111 – 111 86 – 86
share of operating profit of joint ventures 11 – 11 06 – 06
total operating profit group and 
share of joint ventures 122 – 122 92 – 92
fundamental restructuring 3
– sale and closure of businesses – 08 08 – 04 04
– other consequential expense – 02 02 – 15 15 
net interest receivable 4 08 07 15 01 17 18 
profitloss on ordinary activities before tax 130 03 127 93 06 99
tax on profitloss on ordinary activities 5 47 28 19 82 214 132
profit for the financial year 83 25 108 11 220 231
dividends 6 15 –
retained profit for the financial year 93 231
dividend per share 05p –
earnings per share 7
basic earnings per 10p ordinary share 37p 79p
adjustment to eliminate effect of exceptional items 09p 76p
adjusted basic earnings per 10p ordinary share 28p 03p
diluted earnings per 10p ordinary share 37p 79p
the notes on pages 26 to 38 form part of these accounts
group profit and loss account 
for the year ended 30 june 2002
2057tpsygen ra 2002p4  30902  533 pm  page 21 22 sygen annual report and accounts 2002
2002 2001
total total
americas europe asia restated
£m £m £m £m £m
turnover 2002 note b
continuing operations
group and share of joint ventures 1017 673 63 1753 1844 
less share of joint ventures 48 58 – 106 90
group turnover 969 615 63 1647 1754 
turnover 2001 note b
continuing operations
group and share of joint ventures 1041 742 61 1844 
less share of joint ventures 37 53 – 90
group turnover 1004 689 61 1754 
total operating profitloss group and share of joint ventures 2002
group 257 22 06 241 201 
corporate costs 59 53 18 130 115
continuing operations 198 75 12 111 86
share of operating profit of joint ventures 07 04 – 11 06 
205 71 12 122 92
total operating profitloss group and share of joint ventures 2001
group 245 43 01 201 
corporate costs 48 49 18 115
continuing operations 197 92 19 86
share of operating profit of joint ventures 05 01 – 06 
202 91 19 92
capital employed
operations 329 16 19 332 377 
corporate 21 19 06 46 07 
dalgety 09 34 – 25 127
total capital employed 317 69 13 261 257 
2001 375 144 26 257 
net cash 301 270 
provisions for liabilities and charges 147 164
net assets 415 363 
a the group has one class of business
b turnover is shown by origin turnover by origin and destination are not materially different
c reclassification was made to 2001 to reflect research and development costs of £10m as a corporate instead of an americas cost due to
management’s reorganisation in 2002 of the research and development department as solely a corporate function the group has reclassified 
£56m £13m americas and £43m europe as turnover that was previously recorded as other operating income in 2001 to more appropriately reflect 
their nature
d 2001 figures have been restated to reflect the application of financial reporting standard no 19 “deferred tax” frs 19
the notes on pages 26 to 38 form part of these accounts
segmental analysis of results 
for the year ended 30 june 2002
2057tpsygen ra 2002p4  30902  533 pm  page 22 sygen annual report and accounts 2002 23
2002 2001
restated
£m £m
profit for the financial year 108 231
currency translation differences on foreign currency net investments 43 24 
total gains recognised in the year 65 255 
prior year adjustment – financial reporting standard frs no 19 – note 5 28 – 
total gains recognised since the last annual report 93 255
group statement of total recognised gains and losses 
for the year ended 30 june 2002
2002 2001
restated
£m £m
profit for the financial year 108 231
dividends 15 –
retained profit for the financial year 93 231
share capital issued 02 – 
currency translation differences on foreign currency net investments 43 24 
net increase in equity shareholders’ funds 52 255
equity shareholders’ funds at 1 july originally £335m before prior year tax adjustment of £28m – note 5 363 108 
equity shareholders’ funds at 30 june 415 363 
the notes on pages 26 to 38 form part of these accounts
group reconciliation of movement in equity shareholders’ funds
for the year ended 30 june 2002
2057tpsygen ra 2002p4  30902  533 pm  page 23 24 sygen annual report and accounts 2002
group company
2002 2001 2002 2001
restated
note £m £m £m £m
fixed assets
intangible assets 9 20 22
tangible assets 10 307 349 – –
investments 11
joint ventures
share of gross assets 21 25 – –
share of gross liabilities 05 06 – –
16 19 – –
other 23 28 8798 8798 
39 47 8798 8798 
366 418 8798 8798 
current assets
stocks 12 75 94 – –
debtors 13 182 237 451 525 
cash at bank and in hand 367 426 54 30 
624 757 505 555 
creditors due within one year
borrowings 14 53 139 – –
other 15 355 485 7269 8449
408 624 7269 8449 
net current assetsliabilities 216 133 6764 7894
total assets less current liabilities 582 551 2034 904 
creditors due after one year
borrowings 14 13 17 – –
other 15 07 07 – –
20 24 – – 
provisions for liabilities and charges 16 147 164 – –
415 363 2034 904 
capital and reserves
called up share capital 17 294 293 294 293 
share premium account 18 19 18 19 18 
revaluation reserve 18 07 10 – –
other reserves 18 2878 2878 1706 1706 
profit and loss account 18 2973 2920 15 1113
equity shareholders’ funds 415 363 2034 904 
the notes on pages 26 to 38 form part of these accounts
approved by the board on 11 september 2002 and signed on its behalf by
p j david
j w adams
balance sheets
30 june 2002
2057tpsygen ra 2002p4  30902  533 pm  page 24 sygen annual report and accounts 2002 25
2002 2001
note £m £m
cash inflow from operating activities 19 120 142
dividends received from joint ventures 11 – 
returns on investments and servicing of finance
interest received 18 23 
interest paid 09 18
net cash inflow from returns on investment and servicing of finance 09 05 
taxation 64 36 
capital expenditure and financial investment
purchase of tangible fixed assets 50 80
sale of tangible fixed assets 21 56 
net cash outflow from capital expenditure and financial investment 29 24
acquisitions and disposals
acquisition of subsidiary 20 – 03
sale of businesses 20 – 07 
net cash inflow from acquisitions and disposals – 04 
equity dividends paid – –
net cash inflow before use of liquid resources and financing 47 91
management of liquid resources
net purchasesale of short term deposits and investments 22 61 97 
net cash inflowoutflow from management of liquid resources 61 97 
financing
issuance of ordinary share capital 02 –
net repayments of loans 22 86 37
net cash outflow from financing 84 37
increasedecrease in cash in the year 22 24 43 
the notes on pages 26 to 38 form part of these accounts
group cash flow statement
for the year ended 30 june 2002
2057tpsygen ra 2002p4  30902  533 pm  page 25 26 sygen annual report and accounts 2002
1 accounting policies
a basis of preparation
the accounts are prepared on historical cost accounting principles in
accordance with applicable uk accounting standards
the consolidated profit and loss account balance sheets and cash
flow statement include the company and its subsidiaries together with
the group’s share of the profits and retained post acquisition reserves
of joint ventures which have been accounted for under the equity
method and gross equity method of consolidation respectively
the transitional disclosures of frs 17 “retirement benefits” have
been made in the current year frs 18 “accounting policies” was
implemented in the prior year but did not require any change in
accounting policies
the group has adopted frs 19 “deferred tax” in these financial
statements the adoption of this standard represents a change in
accounting policy and the comparative figures have been restated
accordingly
b use of estimates
the preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated
financial statements and accompanying notes actual results could differ
from those estimates
c turnover
turnover comprises the invoiced value of sales and royalties turnover is
net of trade discounts and value added tax
d depreciation and amortisation
fixed assets other than freehold land are depreciated on a straightline
basis over their estimated useful lives freehold buildings are depreciated
at rates between 2 and 10 depending on the expected life of the
building leasehold property is amortised over the length of each lease
or its useful life if shorter plant and equipment are depreciated over
periods which range from 4 to 20 years breeding stock used for internal
breeding purposes is depreciated over 1 to 2 years impairments in the
value of tangible fixed assets are charged in the profit and loss account
e deferred tax
deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions
or events that result in an obligation to pay more tax in the future or a
right to pay less tax in the future have occurred at the balance sheet date
a net deferred tax asset is regarded as recoverable and therefore
recognised only when on the basis of all available evidence it can be
regarded as more likely than not that there will be suitable taxable profits
against which to recover carried forward tax losses and from which the
future reversal of underlying timing differences can be deducted
deferred tax is not provided on earnings retained overseas unless
there is an intention to remit dividends
deferred tax is measured at the average tax rates that are expected
to apply in the periods in which the timing differences are expected
to reverse based on tax rates and laws that have been enacted or
substantively enacted by the balance sheet date deferred tax is
measured on a nondiscounted basis
on adoption of frs 19 the group has changed its accounting policy
in respect of deferred taxation and restated prior year results accordingly
f breeding stock
breeding animals in genetic nucleus daughter nucleus and production
nucleus herds that are classified as maiden gilts inpig or empty sows
and stock boars are held for breeding purposes on pic farms these
breeding animals are classified as fixed assets and are depreciated over
their estimated useful lives
g stocks
livestock excluding breeding animals included in fixed assets is valued
at the lower of cost or net realisable value
h goodwill 
goodwill on acquisitions arising prior to 1 july 1998 including the
acquisition of interests in associated undertakings has been eliminated
against other reserves goodwill that has been eliminated against
reserves is reinstated on disposal and charged against the profit and loss
account goodwill on acquisitions arising after 1 july 1998 is capitalised
and amortised over the directors’ estimate of its remaining useful life on
a straightline basis
i foreign currencies
the results of overseas subsidiaries are translated into sterling at average
exchange rates and assets and liabilities are translated at the rates on
30 june exchange differences which arise from the translation of the
net assets and results of overseas subsidiaries at rates different from
the average rate during the year and the rate used at 30 june in the
prior year are dealt with through reserves
differences arising on the translation of foreign currency borrowings
which hedge group equity investments in foreign enterprises are taken
directly to reserves to the extent of corresponding exchange differences
on translation of the related net investment the tax on those exchange
differences which are taken directly to reserves is also recorded as a
direct movement on reserves
exchange differences which arise on the settlement of other
transactions and on the translation of other monetary assets and
liabilities are dealt with in the profit and loss account
the sterling exchange rates used for the main currencies in the
group are
2002 2001
average year end average year end
us dollars 144 153 145 142
canadian dollars 226 233 220 215
mexican pesos 1335 1526 1369 1278
euro 161 155 164 167
j financial instruments
information about the management of financial instruments and their
impact on the group’s risk profile performance and financial condition
is included in note 14
the group limits its exposure to movements in interest rates through
entering into interest rate swap agreements on a selective basis to
increase and extend the amount of borrowings subject to fixed rates of
interest interest expense reflects the underlying cost of borrowing net
payments and receipts made under interest rate swap contracts are
accrued over the period to which they relate and applied against or
added to interest expense the principal amount of an interest rate
swap is not recognised since it is purely a notional figure and does
notes to the accounts
2057tpsygen ra 2002p4  30902  533 pm  page 26 sygen annual report and accounts 2002 27
not represent an asset a liability or a contingency no gain or loss is
recognised on derivative contracts held to maturity upon termination
of a derivative prior to maturity any resulting gain or loss will be taken
to the profit and loss account
to qualify as a hedge a financial instrument must be related to actual
assets or liabilities or to a firm commitment or anticipated transaction
gains and losses on hedges of existing assets and liabilities are taken
to the profit and loss account as part of those carrying amounts gains
and losses on qualifying hedges of firm commitments or anticipated
transactions are deferred and are recognised in the profit and loss
account or as adjustments to carrying values when the hedged
transaction occurs 
financial instruments that do not qualify as hedges during the period
are marked to market and any gains or losses arising are recognised as
other income or expense
k research and development expenditure
research and development expenditure is charged as incurred
l pensions
contributions to the defined benefit pension schemes in respect
of current and past services exgratia pensions and cost of living
adjustments to existing pensions are based on the advice of actuaries
contributions are charged to the profit and loss account on a basis that
spreads the expected cost of providing pensions over the employees’
working lives with the group contributions to defined contribution
schemes are charged to the profit and loss account as incurred
m leases
operating lease rentals are charged as incurred
2 group operating profit
group operating profit is calculated as follows
2002 2001 
continuing continuing
operations operations
restated
£m £m
turnover 1647 1754 
charges
change in stocks of work in progress 19 18
raw materials and consumables 782 914 
other external charges 355 377 
staff costs note 8b 330 309 
depreciation 61 63
amortisation 02 01
hire of plant and machinery – 03 
other operating lease rentals 34 34 
total charges 1545 1683 
income
net profit on disposal of fixed assets 04 06 
other operating income 05 09 
total income 09 15 
group operating profit 111 86
the group has reclassified certain amounts as turnover that were
previously recorded as other operating income in 2001 to more
appropriately reflect their nature
a acquisitions
for the year ended 30 june 2001 the acquisition effect of agricola
genetico porcina ltda on continuing operations include £08m for
turnover and £04m in total charges for an operating profit of £04m
b group audit and nonaudit fees
fees paid to the parent company auditors amounted to
2002 2001
£m £m
audit fees
group 05 06 
company included above 03 03 
nonaudit fees
group
uk 04 15 
nonuk 04 02 
08 17 
company included above 03 02 
nonaudit fees relate to work in respect of accounting tax and other
financial advice for current operations and for the group’s fundamental
restructuring which took place in 1998
c research and development expenditure
this amounted to £69m £55m and related to enabling and
development research
3 fundamental restructuring
2002 2001
lossprofit lossprofit 
£m £m
fundamental restructuring 
– sale and closure of businesses note a 08 04 
– other consequential expense note b 02 15
exceptional loss before tax 10 11
a sale and closure of businesses
sale and closure of businesses expense of £29m relate to the
crystallisation of contingent liabilities arising on the sale of businesses
in prior years see note 24 surplus property provisions of £16m have
been released mainly due to upward adjustments in rents receivable from
sublessees accrual releases of £05m relate to lower than anticipated
liquidation costs of a former dalgety plc “dalgety” business 
sale and closure of businesses income in 2001 of £04m relate
mainly to purchase price adjustments on the sale of dalgety agriculture
limited and a business in oklahoma 
b other consequential expenses
other consequential charges of £02m £15m relate mainly to
professional fees and provisions for lease guarantees associated with
the disposal of all of dalgety’s businesses except the breeding stock
business in 1998 
2057tpsygen ra 2002p4  30902  533 pm  page 27 28 sygen annual report and accounts 2002
4 interest
continuing exceptional
operations items 2002 2001
£m £m £m £m
interest payable and 
similar charges
– on bank loans and 
overdrafts 04 – 04 16
– other 03 – 03 15
– unwind of discount on 
surplus property provisions – 03 03 04
interest receivable and 
similar income
– on banks 08 – 08 23
– other 07 10 17 –
net interest receivable 08 07 15 18
exceptional interest payable of £03m relates to the unwind of discount
on surplus property provisions for the year ended 30 june 2002
exceptional interest receivable of £10m relates to interest received on
tax refunds from prior year tax returns in connection with the disposal
of certain businesses in 1998 
net interest receivable for the year ended 30 june 2001 includes
exceptional interest receivable of £17m this amount includes releasing
accrued interest payable of £20m related to an agreement with the
inland revenue and receiving interest of £01m on the delayed
settlement of purchase price adjustments connected with the disposal
of certain businesses in 1998 exceptional interest payable of £04m
relates to the unwind of discount on surplus property provisions
5 tax
a analysis of charge in the period
continuing exceptional 2002 2001
operations items restated
£m £m £m £m
current taxation
uk corporation tax 
at 30 30
– current tax on income 
for the period 06 – 06 02
– adjustments in respect 
of prior periods – 18 18 214
06 18 24 216
us corporation tax 
at 40 42 18 – 18 35
other overseas tax 20 – 20 04 
32 18 14 177
deferred tax – overseas
– current year 13 10 03 14
– prior years 02 – 02 31 
15 10 05 45 
47 28 19 132 
the continuing operations effective tax rate for the year ended 30 june
2002 is 36 for the year ended 30 june 2001 the effective tax rate was
88 the tax charge for the year before exceptional items was £47m
£82m this represents tax on profits earned in the americas region with
no benefit taken in respect of losses in other regions future results will
benefit from these tax losses once the other regions become profitable 
the current exceptional credit of £18m £214m reflects the release
of tax provisions where actual settlements were better than anticipated
at last year end mainly due to the disposal of all of dalgety’s businesses
except pic in 1998 the deferred exceptional credit of £10m £nil
reflects a provision for expenses related to one of the group’s insurance
companies declaring insolvency note 24
b factors affecting tax charge for the period
continuing exceptional 2002 2001
operations items restated
£m £m £m £m
profit on ordinary 
activities before tax 130 03 127 99
taxation at the standard 
uk corporation tax rate 
of 30 30 38 – 38 30
effects of
– permanent differences 01 – 01 05
– temporary differences 26 – 26 23
– capital allowances for
period in excess of 
depreciation 10 – 10 09
– other short term timing 
differences 21 – 21 13
– utilisation of tax losses 06 – 06 02
– higher tax rates on 
overseas earnings 04 – 04 03
– adjustments in respect 
of prior periods – 18 18 214
total current taxation 32 18 14 177
c deferred tax asset provision
2002 2001
restated 
£’000 £’000 
accelerated tax depreciation 10 09 
short term timing differences 32 21 
pensions 27 28 
repatriation 26 27 
23 13
the group has recorded a deferred tax provision of £10m £09m
for accelerated tax depreciation and £26m £27m for anticipated
repatriation of nonuk earnings the group has provided a deferred tax
asset of £32m £21m for expenses related to provisions which are not
currently deductible for tax purposes and £27m £28m related to
pensions as restated for frs 19 for the year ended 30 june 2002 the
group has not recognised a deferred tax asset of £116m £118m for
losses carried forward until such time as those operating units return to
profitability and the income tax benefit may be realised current taxation
of £15m £nil was transferred from deferred tax overseas
notes to the accounts continued
2057tpsygen ra 2002p4  30902  533 pm  page 28 sygen annual report and accounts 2002 29
d cumulative effect of change in accounting policy – in december
2000 the accounting standards board issued frs 19 under frs 19
the group is required to recognise deferred tax as a liability or asset
if transactions or events giving rise to an obligation to pay more tax
in the future or a right to pay less tax in the future have occurred by
the balance sheet date previously the group provided for deferred tax
using the liability method to the extent that it was probable that liabilities
would crystallise in the foreseeable future 
as a result of this change in accounting policy the restatement for
the profit and loss account at 30 june 2001 comprises a prior period
adjustment amount of £28m the prior period adjustment relates to
£16m for the year ended 30 june 2001 and £44m for the years
ending 30 june 2000 and prior the group profit and loss account for
the year ended 30 june 2001 and group balance sheet at 30 june 2001
have been restated as follows
group balance sheet
30 june
2001
debtors – deferred tax asset £m
previously reported 224 
application of frs 19 13
restated now reported 237
30 june
2001
provisions for liabilities and charges – deferred tax liability £m
previously reported 179 
application of frs 19 15
restated now reported 164
30 june
2001
profit and loss account £m
previously reported 2892
application of frs 19 28
restated now reported 2920
group profit and loss account
year to
30 june
2001
tax on profit on ordinary activities £m
previously reported 148 
application of frs 19 16
restated now reported 132
year to
30 june
basic earnings per 10p ordinary share 2001
previously reported 85p
application of frs 19 06p
restated now reported 79p
6 dividends
2002 2001
£m £m
equity – ordinary shares
final proposed 05p per 10p share 15 –
the employee benefit trust has waived its right to receive dividends
7 earnings per share
earnings per share has been calculated in accordance with frs 14
‘earnings per share’ adjusted earnings per share is calculated for
the purpose of providing a measure of underlying performance of the
group’s operations and are based on earnings before exceptional items
the data used in the calculations is as follows
2002 2001 
restated
£m £m 
earnings – basic and diluted 108 231
earnings – adjusted to eliminate 
exceptional items 83 11
2002 2001 
million million 
weighted average number of shares in issue 2933 2931 
adjustment – weighted average number of 
shares owned by the employee benefit trust 17 17
weighted average number of shares 
in issue – basic 2916 2914
dilutive options 03 –
weighted average number of shares 
in issue – diluted 2919 2914 
8 directors and employees
2002 2001 
directors’ emoluments £’000 £’000 
salaries 824 747 
fees 171 139 
benefits in kind 51 54 
bonuses 374 347 
1420 1287 
pension contributions 41 35
pension paid to former director 53 53 
1514 1375 
further details of directors’ emoluments are given in the remuneration
report on pages 16 to 19 which forms part of these financial statements
employees
a average weekly number of persons employed during the year
2002 2001
number number
europe 464 525 
americas 523 513 
asia 161 188
1148 1226 
2057tpsygen ra 2002p4  30902  533 pm  page 29 30 sygen annual report and accounts 2002
b staff costs – all employees
2002 2001
£m £m
wages and salaries 301 261
social security costs 21 41
other pension costs 08 07
330 309
9 intangible fixed assets
goodwill
group £m
cost at 30 june 2002 and 2001 23
amortisation at 30 june 2001 01
charge for the year 02
at 30 june 2002 03
net book amount at 30 june 2002 20
at 30 june 2001 22
goodwill relates to the acquisition of agricola genetico porcina ltda
which took place in february 2001 goodwill arising from this acquisition
is being amortised over the directors’ estimate of the useful life of
10 years
10 tangible fixed assets
land and plant and breeding
buildings equipment stock total
group £m £m £m £m
cost or valuation at 
30 june 2001 342 278 34 654
additions 06 10 34 50
disposals 11 39 33 83
exchange rate variation 15 07 – 22
at 30 june 2002 322 242 35 599
depreciation at 30 june 2001 89 200 16 305
charge for the year 15 26 20 61
disposals 08 37 21 66
exchange rate variation 03 05 – 08
at 30 june 2002 93 184 15 292
net book value at
30 june 2002 229 58 20 307
at 30 june 2001 253 78 18 349
a analysis of cost or valuation
land and plant and breeding 2002 2001
buildings equipment stock total total
£m £m £m £m £m
1996 valuation 65 – – 65 73
cost 257 242 35 534 581 
at 30 june 2002 322 242 35 599 654 
the land and buildings were valued in 1996 at existing use value with
certain special purpose buildings valued on the basis of depreciated cost
in june 2000 the group followed the transitional provisions in frs 15
tangible fixed assets and retained the book value of land and buildings
certain of which were revalued in 1996 without updating the valuations
b historical cost of assets shown in a
land and
buildings
£m
cost 315 
depreciation 89
historical cost net book value at 30 june 2002 226
30 june 2001 248 
c depreciation provided in the year on the revaluation surplus element 
of the book value of the fixed assets was £nil £nil
d analysis of land and buildings
long short
freehold lease lease total
£m £m £m £m
gross book value 314 03 05 322 
depreciation 91 02 – 93
net book value at 
30 june 2002 223 01 05 229 
30 june 2001 244 03 06 253
11 fixed asset investments
own joint
shares ventures other
note a note b investments total
group £m £m £m £m
cost
at 30 june 2001 25 19 33 77
share of profits retained – 11 – 11 
dividends received – 11 – 11
exchange – 03 02 05
disposals – – 03 03 
at 30 june 2002 25 16 28 69 
provision
at 30 june 2001 20 – 10 30
share of profits retained – – – – 
at 30 june 2002 20 – 10 30
net book value at 
30 june 2002 05 16 18 39 
30 june 2001 05 19 23 47
a investment in own shares
the dalgety employee benefit trust “ebt” was established in april
1998 to facilitate the holding of shares in the company by or for the
benefit of current and former employees
notes to the accounts continued
2057tpsygen ra 2002p4  30902  533 pm  page 30 sygen annual report and accounts 2002 31
the ebt is funded by an interest free loan from pic fyfield limited
formerly dalgety plc at 30 june 2002 the outstanding loan was
£25m £26m the number of the ordinary shares of the company held
by the ebt at 30 june 2002 amounted to 1668000 1668000 and
the market value was £08m £05m of which £nil £nil has vested in
employees of the company 
b joint ventures
investments in joint ventures represent the group’s share of the net
assets of the following businesses
proportion of 
name country voting rights held
agroceres – pic suinos brazil 49
hybridschweine cooperations gmbh germany 50
the joint ventures operate in the same business segment as the group
c parent company
shares in group
companies
£m
cost
at 30 june 2002 and 2001 12012
provision
at 30 june 2002 and 2001 3214
net book value at 30 june 2002 8798
30 june 2001 8798
shares in group companies represent the company’s investment in
sygen limited a newly formed first tier holding company which holds
100 of the shares of pic fyfield limited formerly dalgety plc
the investment in pic fyfield limited is valued at the fair value of
consideration given under the scheme of arrangement undertaken in
1998 less provision for impairment
principal direct and indirect subsidiaries of the company are listed 
in note 25
12 stocks
2002 2001
group £m £m
raw materials and consumables 10 06 
work in progress livestock 65 88 
75 94 
the current replacement cost of stocks does not materially exceed the
historical cost stated above 
13 debtors
2002 2001
group £m £m
trade debtors 140 152 
amounts owed by joint ventures 01 01 
other debtors 10 16 
tax recoverable – 37 
act recoverable – 09 
deferred tax recoverable note 5 23 13 
prepayments and accrued income 08 09 
182 237 
a other debtors and deferred tax recoverable include amounts falling
due after more than one year of £01m £04m and £17m £19m
respectively 
b parent company debtors comprise amounts due from group
companies of £451m £525m and other debtors of £nil £nil
14 borrowings and financial instruments
the disclosures set out below exclude short term debtors and creditors
as permitted by frs 13 derivatives and other financial instruments
other than the currency risk disclosures
interest rate risk profile
the interest rate risk profile of the group’s financial assets and liabilities
after taking into account of the interest rate and currency swaps used 
to manage the interest and currency profile is as follows
us 2002
sterling dollars euro other total
financial assets £m £m £m £m £m
cash at bank and 
in hand 55 249 32 31 367
debtors – other 
over one year – 01 – – 01
fixed asset 
investments 03 – – – 03
total 58 250 32 31 371
at floating rates 
of interest 58 249 32 31 370
at fixed rates 
of interest – 01 – – 01
58 250 32 31 371
2057tpsygen ra 2002p4  30902  533 pm  page 31 32 sygen annual report and accounts 2002
us deutsch 2001
sterling dollars marks other total
financial assets £m £m £m £m £m
cash at bank and 
in hand 42 315 15 54 426 
debtors – other over 
one year – 04 – – 04 
fixed asset 
investments 03 – – – 03 
total 45 319 15 54 433 
at floating rates 
of interest 45 317 15 54 431 
at fixed rates 
of interest – 02 – – 02 
45 319 15 54 433 
the floating rate financial assets mainly comprise cash money market
funds commercial paper and us state and local government securities
at variable market rates that mature within 90 days which are included
within liquid resources
the group also has £04m £07m of non bank financial assets in
the form of loans and preference shares the us dollar debtor loans of
£nil £02m attract variable interest rates at the us prime rate and loans
of £01m £02m attract fixed interest rates at 75 80 or 85 the
fixed asset investments of £03m £03m represent preference shares
that attract interest from june 2001 at a margin above uk base rate
us 2002
sterling dollars total
financial liabilities £m £m £m
borrowings – 66 66 
creditors – other over one year – 06 06 
provisions for pension 
administration and 
management costs 25 – 25 
provisions for surplus properties 57 – 57 
total 82 72 154 
at floating rates of interest 82 50 132 
at fixed rates of interest – 16 16 
on which no interest is paid – 06 06 
82 72 154 
the maturity of the group’s 
financial liabilities is as follows
less than one year 12 53 65
one to two years 12 09 21
two to five years 29 10 39
over five years 29 – 29
82 72 154
us deutsch 2001
sterling dollars marks total
financial liabilities £m £m £m £m
borrowings – 94 62 156 
creditors – other less than 
one year – 13 – 13 
creditors – other over one year – 07 – 07 
creditors – forward contract 
less than one year – 02 – 02 
provisions for pension 
administration and 
management costs 28 – – 28 
provisions for surplus properties 71 – – 71 
total 99 116 62 277 
at floating rates of interest 99 74 62 235 
at fixed rates of interest – 22 – 22
on which no interest is paid – 20 – 20 
99 116 62 277 
the maturity of the group’s 
financial liabilities is as follows
less than one year 10 92 62 164 
one to two years 15 10 – 25 
two to five years 44 14 – 58 
over five years 30 – – 30 
99 116 62 277 
the floating rate financial liabilities comprise bank borrowings and certain
provisions due after more than one year
the us dollar borrowings of £50m £74m bear interest based on
either a margin above libor or a margin above us prime rate maturing
in march 2003 and borrowings of £16m £20m at a fixed rate of 85
maturing in february 2005 the us creditor amount contains a loan
amounting to £06m £20m that is noninterest bearing and matures
in july 2003 
the effect of the us forward contract is to classify £nil £02m in
the above table as a fixed rate contract the forward contract was due
to a commitment to purchase 200 million deutschmarks with us dollars
at a forward exchange rate of 223 deutschmarks for each us dollar
that was in a loss position at 30 june 2001 the open forward contract
at 30 june 2001 was closed out during the year with £nil outstanding
at 30 june 2002 the group had no open hedge contracts at
30 june 2002
the groups provision for surplus properties £57m £71m and
pension administration and management costs £25m £28m meet
the definition of financial liabilities and are considered to be floating rate
financial liabilities this is because in establishing the provisions the
cash flows have been discounted and the discount rate is reappraised
at each half yearly reporting date to ensure that it reflects current
market assessments of the time value of money and the risks specific
to the liability
notes to the accounts continued
2057tpsygen ra 2002p4  30902  533 pm  page 32 sygen annual report and accounts 2002 33
exchange rate management
the table below shows the groups currency exposures being
exposures on currency transactions that give rise to the net currency
gains and losses recognised in the profit and loss account such
exposures comprise the monetary assets and liabilities that are not
denominated in the functional currency of the operating company
involved
2002 foreign currency monetary assetsliabilities in £m
functional us canadian
currency sterling dollars dollars euro other total
sterling – 03 – 10 01 08
us dollars 10 – 11 – – 21
euro 30 02 – – 01 33
mexican pesos – 62 – – – 62
chilean pesos – 08––– 08
danish krone 13 – – – – 13
polish zloty 09 – – – – 09
other 07 02 – – – 09
total 69 69 11 10 02 23
2001 foreign currency monetary assetsliabilities in £m
functional us canadian
currency sterling dollars dollars euro other total
sterling – 23 – 02 01 24
us dollars 10 – 08 – – 18
canadian dollars – 07 – – – 07
mexican pesos 01 58 – – – 57 
euro 34 06 – – 01 41
other 19 04 – – – 15
total 64 26 08 02 – 48
included within a sterling operating company is a euro short term borrowing
monetary liability of £nil £61m and within a mexican peso operating
company is us dollar liquid resources of £62m £58m the remaining
monetary assets and liabilities are primarily due to intercompany
receivables and payables
borrowings
2002 2001
group £m £m
bank loans and overdrafts 50 136 
loan notes 03 03
short term borrowings 53 139 
one to two years
– by instalments 03 03 
two to five years
– by instalments 10 14
borrowings due after one year 13 17 
total borrowings 66 156 
a borrowings of £50m £136m attract interest at variable rates and
borrowings at fixed rates of £16m £20m attracted interest at a fixed
rate of 85
b bank loans and overdrafts and loan notes are unsecured borrowings
c the group has a total of £33m £35m in undrawn committed
facilities at floating rates which will expire in march 2003 of the total
£03m £nil is in the form of standby letter of credit
d the book value of financial assets and liabilities is not materially
different from their fair value fair value is the amount at which a financial
instrument could be exchanged in an arm’s length transaction between
informed and willing parties other than a forced or liquidation sale and
excludes accrued interest where available market values have been
used to determine fair values where market values are not available 
fair values have been calculated by discounting expected cash flows 
at prevailing interest and exchange rates
15 other creditors
2002 2001
a group £m £m
due within one year
trade creditors 69 77 
amounts owed to joint ventures – trade 03 – 
taxation 131 210 
other creditors 08 58 
accruals and deferred income 129 140 
dividends payable 15 – 
355 485 
due after one year
other creditors 07 07 
07 07 
b parent company creditors comprise amounts due to group companies
of £7248m £8449m and other creditors of £21 £nil
2057tpsygen ra 2002p4  30902  533 pm  page 33 34 sygen annual report and accounts 2002
16 provisions for liabilities and charges
western
surplus fundamental sale of europe deferred
properties pensions restructuring businesses restructuring taxes total
group £m £m £m £m £m £m £m
at 30 june 2001 71 67 15 07 04 15 179
prior year adjustment – note 5 ––––– 15 15
at 30 june 2001 – restated now reported 71 67 15 07 04 – 164
cash paid 01 06 10 15 02 – 34
providedreleased in year – exceptional 16 – 01 29 – – 12
provided in year – operating – 03 – – – – 03
unwind of discount 03 ––––– 03
exchange rate variation – – – 01 – – 01
at 30 june 2002 57 64 04 20 02 – 147 
the surplus property provision represents the discounted future costs
of properties not occupied by the group these costs are computed
net of risk weighted rental income and where necessary dilapidation
and letting expenses and will be paid out over the next 12 years   
provisions for pensions amounting to £39m £39m relates to
unfunded pension obligations to current and former senior executives
of the group calculated on the transfer value method payments will
be made upon the retirement of the relevant executives the balance
relates to the group’s contractual obligation to pay administrative and
management expenses of the dalgety pension fund over the next
three years 
fundamental restructuring provisions principally relate to the
contract guarantees from the sale of businesses and redundancies
of the last remaining former dalgety plc head office staff these
provisions are expected to be utilised over the next several years
the sale of business provision relates to contractual guarantees
for environmental due diligence relating to the sale of the oklahoma
businesses this provision is expected to be paid out over the next year
the provision for western european restructuring relates to the
closure of a regional office and farms announced during 2000 which
is expected to be completed within the next year
17 share capital
authorised issued
2002 2001 2002 2001
£ £ £ £
ordinary shares of 10p each 38750000 38750000 29376217 29313404
a issued share capital
during the year ended 30 june 2002 628125 ordinary shares were issued
of this 628125 ordinary shares 500000 were issued following the exercise
of share warrants and 128125 were issued as an allotment of shares to
nonexecutive directors as part payment of their fees during the year ended
30 june 2001 no shares were issued
b share options and appreciation rights outstanding at 30 june 2002 are as follows
shares
savingsrelated share option plan exercisable at a price of 12160p until 2003 47089
global employee share option and share appreciation rights plan exercisable at a price of 6900p between 2002 and 2009 1808000
senior executive share option and share appreciation rights plan exercisable at prices ranging from 3700p to 19114p 
between 2002 and 2012 10577311
12432400
notes to the accounts continued
2057tpsygen ra 2002p4  30902  533 pm  page 34 sygen annual report and accounts 2002 35
18 movement on reserves
share profit
premium revaluation and loss
account reserve other account
group £m £m £m £m
at 30 june 2001 18 10 2878 2892 
prior year adjustment note 5 – – – 28 
at 30 june 2001 – 
restated now reported 18 10 2878 2920 
issue of shares 01––– 
fixed asset disposal – 03 – 03
retained profit – – – 93 
exchange rate variation – – – 43 
at 30 june 2002 19 07 2878 2973 
share profit
premium merger and loss
account reserve account
parent company £m £m £m
at 30 june 2001 18 1706 1113
issue of shares 01 – –
retained profit note c – – 1146
exchange rate variation – – 18
at 30 june 2002 19 1706 15
a other reserves include goodwill written off on acquisitions of
£288m £288m
b group translation loss on the net investment in foreign subsidiaries
was £43m £24m the net investments include equity investments and
loans made to foreign subsidiaries intended to be long term in nature 
c the parent company has elected under section 230 of the companies
act 1985 not to present a separate profit and loss account in 2002 the
amount dealt with in the group profit and loss account relates to
dividends and release on interest bearing loans with pic fyfield limited
for £1146m in 2001 the amount dealt with in the group profit and loss
account was a loss after tax of £374m principally relating to interest
bearing loans with pic fyfield limited 
19 reconciliation of operating profit to net cash 
inflow from operating activities
2002 2001
£m £m
group operating profit 111 86
depreciation and amortisation 63 64 
net profit on disposal of fixed assets 04 06
provisions paid 34 51
provisions charged not paid 03 01 
provisions released – 01
decrease in stocks 15 18
decrease in debtors 17 31 
decrease in creditors 51 –
net cash inflow from operating activities 120 142
20 acquisitions and disposals
in february 2001 the group acquired agricola genetico porcina ltda
the net assets of the company acquired were £nil goodwill recognised
was £23m cash paid was £03m and accrued borrowings to the seller
were £20m 
during the year ended 30 june 2001 disposal proceeds 
of £07m are purchase price adjustments relating to the sale of dalgety
agriculture limited 
2002 2001
£m £m
exceptional profit on sale of business – 07
disposal proceeds – cash – 07 
share warrants share options and appreciation rights outstanding at 30 june 2001 are as follows
shares
warrants exercisable at 3400p until 2005 500000
savingsrelated share option plan exercisable at prices ranging from 12160p to 14809p between 2001 and 2003 111603
global employee share option and share appreciation rights plan exercisable at a price of 6900p between 2002 and 2009 2552000
senior executive share option plan and share appreciation rights plan exercisable at prices ranging from 3700p to 19114p 
between 2001 and 2011 11896563
15060166
share appreciation rights will be settled in cash see remuneration report
2057tpsygen ra 2002p4  30902  533 pm  page 35 36 sygen annual report and accounts 2002
21 analysis of net cash
1 july cash noncash 30 june
2001 flow changes exchange 2002
£m £m £m £m £m
cash 80 24 – – 104
liquid resources 346 61 – 22 263
426 37 – 22 367
borrowings due
– within one year 139 83 01 04 53
– after one year 17 03 01 – 13
270 49 – 18 301
a liquid resources include commercial paper and term deposits which
mature within one year of acquisition 
b noncash changes relate to maturity changes of borrowings
22 reconciliation of net cash flow to movement in net cash
2002 2001
£m £m
increasedecrease in cash in the year 24 43 
borrowings acquired – 20
cash flow from change in borrowings 86 37 
cash flow from change in liquid resources 61 97
change in net cash resulting from cash flows 49 71
translation differences 18 15
movement in cash in the year 31 86
net cash at beginning of year 270 184 
net cash at end of the year 301 270 
23 pensions
the group operates a number of pension schemes throughout its
businesses of both the defined contribution and defined benefit types
a the pension cost for defined contribution schemes which represents
contributions payable by the group amounted to £05m £07m
included in creditors is £01m £01m in respect of contributions to
the schemes
b the pension cost for unfunded defined benefit schemes amounted
to £01m £01m included in provisions is £39m £39m in respect
of liabilities under the schemes
c the pension cost for funded defined benefit schemes amounted
to £02m £02m and is assessed in accordance with the advice of
qualified independent actuaries on triennial bases included in creditors
is £02m £02m in respect of contributions to the schemes
the most significant scheme is the dalgety pension fund a defined
benefit type scheme for employees in the uk the assets of which are
held separately from the assets of the group and are administered by
trustees and managed professionally
the latest valuation of the dalgety pension fund was made as at
31 march 2000 by actuaries watson wyatt llp  using the projected unit
method the principle assumptions adopted in the valuation were that
the investment returns on existing assets would be 60 per annum
before retirement and 50 per annum after retirement that pay
increases would average 40 per annum and that the annual increase
in inflation and pensions in payment would be 25 per annum for the
purposes of costing the future pension accrual the same assumptions
were used except that a higher rate of investment return of 70 per
annum was assumed before retirement the market value of the assets
of the fund at 31 march 2000 amounted to £666m this includes the
estimated value of an annuity policy secured by the trustees with an
insurance company in july 1999 which matches almost all the fund’s
current and deferred pension liabilities 
following the disposal of several businesses the directors and
trustees have reached agreement on the future operation of the fund
this agreement apportioned the fund surplus for use by the trustees
for augmenting members’ benefits at 31 march 2000 there were some
outstanding pension transfer payments due to some of the receiving
schemes in respect of these disposals which have now been
completed
after offsetting the value of the annuity policy the outstanding
transfer payments including payments due from the element of surplus
under the direction of sygen and excluding the element of surplus
under the control of the trustees the market value of the remaining
assets at 31 march 2000 was £106m the value of those assets
represents approximately 145 of the value of the residual uninsured
liabilities which were £73m at 31 march 2000 after allowing for
expected future increases in earnings
for the purpose of determining the parent company’s pension cost
in respect of the dalgety pension fund the results of the 31 march 2000
valuation have been updated in respect of known material changes since
that date in particular the high level of administration expenses incurred
but not for other items of experience such as changes in the market
value of scheme assets increases in pensionable earnings and pension
member status changes after allowing for the amortisation of the
surplus recoverable to sygen over the average remaining service lives
of the current employees the parent company’s pension cost is £02m
£02m
the valuation used for frs 17 disclosures has been based on
the most recent actuarial valuation at 31 march 2000 and updated
by watson wyatt llp to take account of the requirements of frs 17
in order to assess the liabilities of the scheme at 30 june 2002 the
dalgety pension fund actuaries have calculated that after offsetting the
value of the annuity policy and excluding the element of surplus under
the control of the trustees the market value of the remaining assets as
at 30 june 2002 was £96m
notes to the accounts continued
2057tpsygen ra 2002p4  30902  533 pm  page 36 sygen annual report and accounts 2002 37
the financial assumptions used to calculate the scheme liabilities
under frs 17 are
financial rate assumptions 2002 2001
discount 57 62
inflation 25 28
pension increases 25 28
salary increases 40 43
2002 2001
expected expected
rate of rate of
£m return £m return
bonds 348 52 319 58
equity 117 81 203 78 
cash 05 40 25 53 
total assets 470 547 
2002 2001
balance sheet reconciliation £m £m
total assets 470 547
actuarial liabilities 80 70
surplus 390 477
irrecoverable surplus under trustee control 374 447
deferred tax liability 05 09
net pension asset 11 21
2002
analysis of amounts credited to financing of provisions £m
expected return on assets in the pension scheme 02
interest on pension scheme liabilities 04
net loss 02
analysis of actuarial charge to the statement 2002
of total recognised gains and losses strgl £m
experience gain on liabilities 09
loss on change of financial and demographic assumptions 11
loss on scheme assets 16
net loss 18
2002
analysis of movements in surplus during the year £m
surplus at the beginning of year 477
contributions 02
distribution of surplus by the trustees 65
actuarial charge to the strgl 18
service cost 04
financing of provisions charge 02
surplus at the end of year 390
history of experience gains and losses 2002
experience gain on liabilities
amount £m 09
percentage of scheme assets at end of year 111
loss on scheme assets
amount £m 16
percentage of scheme liabilities at end of year 33
total actuarial loss recognised in the strgl
amount £m 18
percentage of scheme liabilities at end of year 219
24 financial commitments and contingent liabilities
financial commitments
a capital expenditure commitments contracted for but not provided
were £02m £05m
b at 30 june the group had annual commitments under non
cancellable operating leases expiring
2002 2001
land  land 
buildings other buildings other
£m £m £m £m
within one year 16 09 02 07 
two to five years 13 10 25 07 
after five years 14 – 17 –
c in the ordinary course of business group companies are committed
to forward purchases and sales of materials payments of rent for
property and other routine transactions no loss is expected to arise 
as a result of these commitments except for the net anticipated loss 
on property leases which are surplus to requirements which has been
provided for within the provision for surplus properties
contingent liabilities
in october 2001 one of the group’s insurance companies declared
insolvency this company was insuring a number of contingent liabilities
relating to the sale of businesses in prior years a provision of £29m
has been made in respect of these claims and associated costs having
obtained legal advice and on the basis of the information available the
directors believe that the provision made represents their best estimate
of the outcome of the claims and associated costs although due to the
nature of the claims actual settlements may differ from this estimate
the group in the ordinary course of business is also subject to other
various claims and assessments the group believes that these claims
are either within insured limits or have no foundation
2057tpsygen ra 2002p4  30902  533 pm  page 37 38 sygen annual report and accounts 2002
notes to the accounts continued
corporate
pic fyfield limited formerly dalgety plc
sygen international inc usa
all subsidiaries are indirect subsidiaries of the company are wholly
owned and unless otherwise indicated each company is incorporated
and operates in the uk although the financial activity did not
materially affect the consolidated results of the group operations for
the shrimp breeding business commenced during the year ended 30
june 2002
a complete list of subsidiary companies of the group will be filed 
with the annual return
26 related party transactions
a transactions with joint ventures were as follows
2002 2001
£m £m
sales to joint ventures 17 17 
purchases from joint ventures – – 
25 principal subsidiaries
the undermentioned subsidiaries were those whose activities
principally affected the consolidated net assets or results of the group
operations – pig breeding business
pig improvement group limited
pig improvement company uk limited
pic usa inc usa
piccanada limited canada
pig improvement company mexico sa de cv mexico
pig improvement company deutschland gmbh germany
pig improvement company denmark as denmark
pic france sa france
pic espana sa spain
pic zhangjiagang limited china
operations – shrimp breeding business
syaqua research llc usa
syaqua usa inc usa
syaqua mexico s de rl de cv mexico
27 dalgety residual assets and liabilities
the group has residual assets and liabilities related to the dalgety restructuring in june 1998 or matters that arose prior to the restructuring
the table below separates the residual assets and liabilities from the nonresidual assets and liabilities at 30 june 2002 and 2001
2002 2001
dalgety sygen dalgety sygen
asset asset asset asset
liability liability total liability liability total
£m £m £m £m £m £m
fixed asset – investments note 11 19 20 39 22 25 47 
debtors note 13 – 182 182 42 195 237 
creditors due within one year note 15 44 311 355 204 281 485
provisions for liabilities and charges note 16 122 25 147 153 11 164
a dalgety fixed asset – investments include the dalgety employee benefit trust £05m £05m and other investments mainly in marketable securities
b dalgety debtors principally relate to tax recoverable amounts relating to certain businesses disposed of prior to 1998
c dalgety creditors due within one year principally relate to amounts accrued for taxation related to the disposal of former dalgety business units
d dalgety provisions for liabilities and charges are comprised of amounts for pensions £61m £67m surplus properties £57m £71m and
fundamental restructuring costs £04m £15m connected with the disposal of businesses
2057tpsygen ra 2002p4  30902  533 pm  page 38 2002 2001 2000 1999 1998
£m £m £m £m £m
turnover
continuing businesses 165 175 140 151 218
discontinued businesses – –– – 3040
165 175 140 151 3258
operating profitloss
continuing businesses before exceptional items
pig improvement 25 21 6 4 31
corporate costs 13 12 10 8 12
discontinued businesses before exceptional items – ––– 55
fundamental restructuring including sale and closure of businesses 1 1 2 6 156
reorganisation – – 4 3 –
tax liability provision release – –1 – –
captive insurance company provision release – –1 1 –
litigation – –1 5 –
goodwill charged to profit and loss account – –– 6 –
net interest receivablepayable 2 21 4 4
profitloss before taxation 13 10 2 19 226
tax 2 13 1 3 109
profitloss after taxation 11 23 3 16 117
balance sheet
fixed assets
intangible assets 2 2–––
tangible assets 31 35 36 50 46 
investments 4 55 6 8
37 42 41 56 54
net current assets 21 13 1 12 47
total assets less current liabilities 58 55 42 68 101
creditors due after one year 2 2 15 8 10
provisions for liabilities and charges 15 17 21 51 73
41 36 6 9 18
called up share capital 29 29 29 29 29
reserves 12 7 23 20 11
equity shareholders’ funds 41 36 6 9 18
total net cash included above 30 27 18 34 127
dividends per ordinary share
– basic 05p –– – 60p
earningsloss per ordinary share
– basic 37p 79p 10p 54p 401p
– adjusted note a 28p 03p 23p 14p 162p
notes
a  adjusted earningsloss per share are calculated excluding all exceptional items together with the related tax effects for the purpose of providing
a measure of the underlying performance of the group’s operations
b  2001 figures have been restated to reflect a reclassification of certain amounts as turnover that were previously recorded as other operating income
to more appropriately reflect their nature
c  2001 figures have been restated to reflect the application of frs 19
d 1998 figures have been restated to reflect the change in accounting policy to capitalise breeding stock
five year summary 19982002
sygen annual report and accounts 2002 39
2057tpsygen ra 2002p4  30902  533 pm  page 39 40 sygen annual report and accounts 2002
shareholder information
analysis of ordinary shareholdings at 30 june 2002
 of
number of total
holdings shares held shares
by category of shareholder 
individuals 16593 22372580 762
banks nominees and other 
corporate bodies 1107 266205674 9062
insurance companies 23 1880685 064
investment companies and 
pension funds 22 3303228 112
17745 293762167 10000
by size of holding
1–500 8114 1747463 060
501–1000 3899 2928214 100
1001–5000 4654 9485863 323
5001–20000 698 6744597 230
20001–50000 133 4506389 153
50001–100000 77 5828798 198
100001–200000 51 7493495 255
200001 and over 119 255027348 8681
17745 293762167 10000
financial calendar
this information should only be taken as a guide
annual general meeting 6 november 2002
record date to be eligible for 2002 final dividend 1 november 2002
payment of 2002 final dividend 2 december 2002
publication of 2003 interim results february 2003
publication of 2003 preliminary results september 2003
2003 report  accounts published october 2003
electronic communication
shareholders wishing to receive communications from the company 
by email should register online at wwwcomputersharecomregisteruk
and follow these instructions you will need to enter your shareholder
reference number located on your share certificate surname 
and postcode
1 select ‘sygen international plc’ from list of companies 
2 at shareholder selection key in your shareholder reference number
family name and postcode
3 agree to the terms and conditions
4 at communication details select the delivery method and key in your
email address
it is important that you read the terms and conditions carefully as
they set out the basis on which electronic communications shall be sent
to you
once registered you will need to ensure that the registrar is
informed of any change of email address by visiting the same website
the company is required to make certain information from its register 
of members available for public inspection email addresses do not 
form part of that information and shareholders may be confident that 
the information provided will not be made publicly available or used 
by the company for any purpose other than communicating with you 
as shareholders
share dealing services
two share dealing services have been established to provide
shareholders with simple ways of buying and selling sygen ordinary
shares 
postal – this service has been established with the company’s
brokers cazenove  co limited transactions will be dealt with upon
receipt of duly completed instruction forms the commission is 1
subject to a minimum charge of £10 plus stamp duty of 05 on
purchases further details and forms can be obtained from cazenove 
co limited share schemes department 3 copthall avenue london
ec2r 7bh telephone 44 020 7606 1768
telephone – this service has been established with the company’s
registrars computershare investor services plc there are no forms
to complete and the share price at which you deal will generally be
confirmed to you whilst you are on the telephone the commission is
1 subject to a minimum charge of £15 plus stamp duty of 05 on
purchases the service is available from 800am to 430pm monday to
friday excluding bank holidays on telephone number 44 0870 703
0084 please ensure you have your shareholder reference number
located on your share certificate when making the call detailed
terms and conditions are available on request – please telephone 
44 0870 702 0000 
this is not a recommendation to buy sell or hold sygen shares 
if you are unsure of what action to take you should contact a financial
advisor authorised under the financial services and markets act 2000 
in so far as this statement constitutes a financial promotion for 
the share dealing services provided by cazenove  co limited and
computershare investor services it has been approved by cazenove 
co limited and computershare investor services plc for the purpose 
of section 21 2 b of the financial services and markets act 2000 only
both companies are regulated by the financial services authority
where this has been received in a country where the provision 
of such share dealing services would be contrary to local laws or
regulations this should be treated as information only
registered office
fyfield wick abingdon oxfordshire ox13 5na
telephone 44 01865 822 275 fax 44 01865 821 011
investor relations uk – 44 01865 822 318 us – 1 510 981 2138
registered in england no 3215874
httpwwwsygeninternationalcom
registrars and transfers office
computershare investor services plc
7th floor jupiter square triton court 14 finsbury square
london ec2a 1br
shareholder enquiries
computershare investor services plc
owen house 8 bankhead crossway north edinburgh eh11 4br
helpline uk 44 0870 702 0010
httpwwwukcomputersharecom
auditors
pricewaterhousecoopers
31 great george street bristol bs1 5qd
2057tpsygen ra 2002p4  30902  533 pm  page 40 sygen annual report and accounts 2002 41
notice of annual general meeting
notice is hereby given that the fifth annual general meeting of 
sygen international plc will be held at the new connaught rooms 
6165 great queen street london wc2b 5da on wednesday 
6 november 2002 at 200 pm for the following purposes
as ordinary business
1 to receive the accounts and reports of the directors and auditors 
for the year ended 30 june 2002
2 to declare a final dividend for the year ended 30 june 2002
3 to elect i g t ferguson as a director see note 5
4 to reelect j h anderson as a director retiring by rotation
5 to reelect j a harvey as a director retiring by rotation see note 5
6 to reelect j w meister as a director retiring by rotation see note 5
7 to reappoint pricewaterhousecoopers as auditors and to authorise
the directors to determine their remuneration
as special business
to consider and if thought fit pass the following resolution as an ordinary
resolution
8 that the board be and it is hereby generally and unconditionally
authorised to exercise all powers of the company to allot relevant securi
ties within the meaning of section 80 of the companies act 1985 up to
an aggregate nominal amount of £9000000 provided that this authority
shall expire at the conclusion of the next annual general meeting after
the passing of this resolution save that the company may before such
expiry make an offer or agreement which would or might require relevant
securities to be allotted after such expiry and the board may allot rele
vant securities in pursuance of such an offer or agreement as if the
authority conferred hereby had not expired
to consider and if thought fit pass the following resolutions as spe
cial resolutions
9 that subject to the passing of resolution 8 the board be and it is
hereby empowered pursuant to section 94 of the companies act 1985
to allot equity securities within the meaning of section 95 of the said act
as if section 891 of the said act did not apply thereto provided that this
authority shall be limited to
1 the allotment of equity securities in connection with a rights issue or
a scrip dividend alternative in favour of ordinary shareholders where
the equity securities respectively attributable to the interests of all
ordinary shareholders are proportionate as nearly as may be to the
respective numbers of ordinary shares held by them subject to such
exclusions or other arrangements as the board may deem necessary
or expedient in relation to fractional entitlements or legal or practical
problems under the laws of or requirements of any recognised regu
latory body or stock exchange in any territory and
2 the allotment otherwise than pursuant to subparagraph 1 above
of equity securities up to an aggregate nominal value of £1460000
this power shall expire at the conclusion of the next annual general
meeting of the company or 15 months from the date hereof whichever
is the earlier save that the company may before such expiry make an
offer or agreement which would or might require equity securities to be
allotted after such expiry and the board may allot equity securities in pur
suance of such offer or agreement as if the power conferred hereby had
not expired
10 that the company be generally and unconditionally authorised to
make market purchases within the meaning of section 163 of the
companies act 1985 of its ordinary shares of 10 pence each provided
that
1 the minimum price that may be paid for any share is 10 pence and
the maximum price that may be paid for any share is an amount
equal to 105 of the average of the middle market quotations for a
share as derived from the official list of the london stock exchange
for the five business days immediately preceding the day on which
such share is contracted to be purchased
2 the maximum number of shares that may be acquired under this
authority is 29000000 representing approximately 10 of the
issued ordinary share capital of the company
3 this authority shall expire at the earlier of the conclusion of the next
annual general meeting and 15 months from the date hereof and
4 the company may before such expiry under 3 above enter into a
contract to purchase such ordinary shares which would or might be
executed wholly or partly after such expiry
by order of the board
d lee
company secretary
4 october 2002
notes
1 only ordinary shareholders are entitled to attend and vote at the meeting to be 
entitled to attend and vote at the meeting and for the purpose of the determination 
by the company of the number of votes they may cast ordinary shareholders must 
be entered on the company’s register of members by the close of business on 
4 november 2002 
2 any shareholder may appoint a proxy who need not be a member to attend and 
on a poll to vote instead of the shareholder shareholders submitting a proxy are not
precluded from attending the meeting and voting if they wish to do so a form of proxy
is enclosed shareholders may also register proxy votes electronically by logging on to
the registrar’s website wwwcomputersharecomproxy
3 shareholders attending the meeting acknowledge that they are expressly requesting
and willing to receive any communications including communications relating to the
company’s shares made at the meeting
4 the following documents are available for inspection from the date of this notice until
the date of the meeting at the company’s registered office they will also be available
for inspection on the date of the meeting at the place of the meeting from 130 pm
until its conclusion
a copies of contracts of service of any director with the company
b the register of directors’ share interests
5 i g t ferguson and j a harvey are members of the remuneration committee 
j w meister is chairman of the remuneration committee
design consultants tor pettersen  partners ltd printed in england by the colourhouse
sygen ra 2002 4pp coverspine  11002  949 am  page 2


Summary:
 2 sygen annual report and accounts 2002
brian baldock chairman
chairman’s statement
i am pleased to report the group’s
second consecutive year of significant
profit growth we have seen progress
across all of our regions the 52
increase in gross profit contribution
from sales of products differentiated by
picmarq™ biotechnology continues to
illustrate that our investment in research
and development is delivering value to
our customers
delivering
sustainable growth
following the restructuring of 2000 and 2001 sygen has been focusing
on three key strategic objectives – growing the core pic business
continuing to increase our technical differentiation and investigating how
best to enter the genetic improvement market in food animal species
other than pigs we have made very good progress in all three areas
our profit growth in 2002 has enabled the board to recommend 
a dividend this year – the first since sygen emerged as an independent
company in 1998 
i am pleased that we have been able to continue to strengthen
sygen’s board with two experienced additions john adams joined
sygen as finance director in october 2001 and the addition of iain
ferguson who has an outstanding scientific and commercial background
in unilever as a new nonexecutive director has brought valuable skills
to the board too i would also like to thank tom urban for his invaluable
contribution during his three years as a nonexecutive director tom’s
insight into the business of delivering technology through agricultural
seed stock provided an important input to board discussions 
operating environment and growth in profitability
total meat consumption has doubled in the past 20 years and is forecast
by the food and agriculture organisation of the united nations to grow
23 per year for the next ten years much of this growth will be driven
by the industrialisation of the developing world sygen has benefited
particularly from continued growth in pork consumption and the group’s
presence in several targeted developing countries should allow us to
benefit from this trend
pig market conditions were challenging in this past year firstly the
lingering effects of foot and mouth disease kept our uk customers
and our european business from returning to profit it has also led to a
significant decrease in the size of the uk pig market secondly both the
americas and european regions entered a downturn in the pig cycle in
the second half of the year despite these difficult market conditions all
regions were able to improve their performance this is primarily due to
the change in the business model we have been implementing over the
last few years
in addition to very good growth in operating profits we have
continued to improve our return on capital employed net cash position
and adjusted earnings per share
technical differentiation
we continue to grow both our investment in new technology and
the subsequent return from this investment nearly all our products
have now been improved in one way or another using picmarq™
technology we had an excellent year with seven new picmarq™
2057tpsygen ra 2002p4  30902  531 pm  page 2 sygen annual report and accounts 2002 3
patents granted demonstrating the increasing efficacy of our research
and development teams
investigating new markets
we have also been reviewing the breeding stock market of all food
animal species our first venture into species other than pigs is in the
rapidly growing shrimp breeding market we are part of a consortium
that received an us82 million research grant from the us department
of commerce to develop innovative biotechnology for application in the
shrimp industry the partners in this consortium bring together expertise
in areas of genetics healthy production systems and nutrition we
expect to be able to exploit our exclusive rights to take the genetic
technology to market through our recently established subsidiary
syaqua syaqua has been reviewing methods of utilising our existing
quantitative genetics and biotechnology science to enter the breeding
stock market this application to shrimp will lead to improvements in
meat quality and disease resistance
outlook
our investment in research and development will increase again this
year we will also begin to invest in the commercial aspects of our new
syaqua business and we will complete the implementation of our global
information systems project the revenue investment in the last two
items is not expected to exceed £15 million this year
the strategy we have implemented over recent years means that
pic is much less exposed to the pig cycle than was the case during the
previous downturn we are confident that 2003 will see sygen making
further progress on several fronts as we invest for future growth
brian baldock
chairman
it takes more than just breeding
pic continues to be the international
leader in providing genetically superior
pig breeding stock and technical support
for maximising genetic potential to
commercial pork producers operating
for over 40 years pic’s success is
attributed to its thorough concentration
and significant investment in aspects of
genetics technology and health
making a splash
with the commencement of our research
in applying genetics and biotechnology
to shrimp production syaqua has been
established as sygen’s commercial
breeding stock business in aquaculture
2057tpsygen ra 2002p4  30902  531 pm  page 3