delivering managed procurement and business critical services
annual report and accounts 2008
delivering managed procurement and business critical services
office2office      annual report and accounts 2008
head office o2o plc st crispins duke street norwich nr3 1pd
telephone 0845 226 7780 wwwoffice2officecouk
office2office plc registered number 04083206 o2o plc
contents
introduction 
financial highlights 1
chairman’s statement  2
chief executive’s review 4
business and financial review 12
corporate social  
responsibility statement 14
board of directors  17
directors’ report  18
corporate governance statement  22
nomination committee report 26
audit committee report 27
directors’ remuneration report  28
independent auditors’ report to 
the members of office2office plc 33
consolidated income statement  34
consolidated and parent  
company balance sheets  35
consolidated and parent company 
statements of changes in 
shareholders’ equity 36
consolidated and parent company 
cash flow statements 38
significant accounting policies  39
notes to the financial statements  47
five year summary  80
shareholder information  81
company details  82
delivering managed procurement and  
business critical services
“over the last 18 months we have laid the foundations to 
transform office2office plc o2o into a leading managed 
services business focused on four brands – banner business 
services accord accessplus and banner document services 
our aim is to deliver first rate service to our customers through 
managed procurement and business critical services”
s r moate 
chief executive
25 february 2009
o2o plc report and accounts 2008
the maintenance and integrity of the 
office2office website is the responsibility 
of the directors the work carried 
out by the auditors does not involve 
consideration of these matters and 
accordingly the auditors accept no 
responsibility for any changes that 
may have occurred to the financial 
statements since they were initially 
presented on the website legislation 
in the united kingdom governing 
the preparation and dissemination of 
financial statements may differ from 
legislation in other jurisdictions o2o plc report and accounts 2008  financial highlights
 2008 2007
 revenue £ 8 0m £167 9m
 underlying profit before tax £ 2 m £1 16m
 profit before tax £96m £90m
 basic earnings per share  85p 17 4p
 net debtfunds £297m £64m
  final dividend proposed – 
payable  2 may 2009
 £27m
 75p per share
 £24m
 68p per share
profit before tax exceptional and nonrecurring costs of £18m 2007 £23m nil share option charges 2007 £02m and amortisation of intangibles 
relating to acquisitions in the year of £06m 2007 nil o2o plc report and accounts 2008
d j callear chairman
i am pleased to report improved results for 2008 in line with 
our expectations challenging economic conditions including 
unprecedented product cost pressures were balanced by 
the positive impacts of our business restructuring and the 
acquisitions of triplearc plc and accord office supplies limited 
and given market conditions margins have held up well across 
the group following these acquisitions and the more recent 
document services partnership o2o is now better positioned to 
drive forward its business with a more comprehensive range of 
products and services and a wider customer base
chairman’s statement
o2o plc report and accounts 2008 2 o2o plc report and accounts 2008  results
group revenue was £1810m up from 
£1679m in 2007 underlying profit 
before tax at £121m was up from £1 16m 
in 2007  before exceptional and non
recurring costs of £18m 2007 £23m nil 
share option charges 2007 £02m and 
amortisation of intangibles relating to 
acquisitions in the year of £06m 2007 nil 
profit before tax after all such charges was 
£96m 2007 £90m and profit after tax 
was £66m 2007 £63m basic earnings 
per share were 185p 2007 174p
cash and net debt
net cash generated from operating 
activities declined to £22m 2007 £54m 
net cash of £53m has been injected into 
the acquired businesses as a consequence 
of anticipated working capital movements 
together with a related interest charge 
of £13m 2007 nil accordingly without 
the acquisitions £88m would have been 
generated from operating activities
net debt was £297m at 31 december 2008 
2007 £64m net cash reflecting the cost 
of the acquisitions of £341m and working 
capital support post acquisition net of 
repayments made
committed borrowing facilities total 
£450m the facilities which are committed 
until april 2013 comprise a term loan 
£250m and an invoice discounting 
arrangement up to £200m on which we 
are charged interest at 11 over libor and 
09 over bank base rate respectively
the first repayment of £25m on the term 
loan is not due until april 2010 and will be 
repaid out of operating cashflows financial 
covenants are applied to the committed 
facilities with which the group has complied 
to date with significant headroom
dividends
the board recommends a final dividend 
of 75p per share 2007 68p which if 
approved at the annual general meeting 
agm will be paid on 12 may 2009 
to shareholders on the register at the 
close of business on 14 april 2009 
combined with the interim dividend paid 
in november 2008 this makes a total 
dividend per share of 110p 2007 100p 
and amounts to a distribution of £39m 
2007 £36m the total dividend paid 
and payable for the year is covered by 
earnings 17 times 2007 17 times
review of operations 
in last year’s annual report we stated 
both our intention to continue to 
improve business efficiency and our 
commitment to expand our routes to 
market through acquisition in the year 
ended 31 december 2008 we achieved 
this by further streamlining activities and 
by the acquisitions of two complementary 
businesses accessplus through its parent 
company triplearc plc and accord office 
supplies limited accord in addition 
banner document services limited bds 
our partnership with shred easy limited 
shred easy which commenced trading 
subsequent to the end of the financial year 
will add a further business critical service 
to our product portfolio we believe that 
these achievements provide a platform 
for a more resilient business and increased 
shareholder value other than our option to 
acquire shred easy we have no immediate 
plans for further material acquisitions
operationally we have structured the 
group around two broad areas of activity 
– managed procurement and business 
critical services this new structure 
operates under four trading brands 
banner business services and accord 
managed procurement and accessplus 
and banner document services business 
critical services all are supported by o2o’s 
integrated supply chain 
trading volumes and margins across the 
group held up well during the year given 
market conditions the substantial pressure 
from product cost increases attributable to 
energy paper pulp and steel price inflation 
and more recently a weaker sterling was 
dealt with by determined negotiation with 
suppliers and passing unavoidable increases 
through to customers
year on year revenue in banner business 
services bbs our core contract 
management business grew by a modest 
26 excluding the year on year decline 
of £181m in mod revenues as the 
business focused on contract retention 
and mitigating the impact on 2008 of the 
withdrawal from mod supply in the latter 
part of 2007 
a full review of group operations is included 
in the chief executive’s review on pages 4–1 1
board changes
i welcome chris batterham to the board as 
nonexecutive director and chairman of 
the audit committee chris is a chartered 
accountant with significant experience as 
a finance director in the business services 
sector he joined the board on 27 june 2008 
following the resignation of peter bertram 
on 24 april 2008 as reported last year 
employees
once again i would like to recognise the 
contribution to the success of o2o made 
by its employees and thank them for 
their commitment
outlook
following the integration of our recent 
acquisitions we are focused on growing the 
enlarged group making it more efficient 
and improving its cash generating ability 
the various initiatives we have introduced 
and the actions we have taken continue 
to have a positive effect on the business 
however at the same time and like 
others we are faced with more uncertain 
economic circumstances than we have 
seen before 
through acquisition and partnership o2o 
has succeeded in expanding its routes to 
market and this provides a more resilient 
business base from which it can build 
the group has a high concentration of 
customers under formal contracts and 
other supply arrangements in both the 
private and public sector further we will 
continue to seek and find ways to improve 
the efficiency of its operations accordingly 
whilst we acknowledge the continuing 
general economic uncertainty we are 
confident that o2o is now positioned as 
well as it has ever been to drive forward 
its business
agm
the agm will be held at the company’s 
head office st crispins duke street 
norwich on 23 april 2009 at 300 pm 
notice of the agm together with the 
proxy forms for use at the agm is being 
circulated with these financial statements
d j callear 
chairman
25 february 2009 simon moate chief executive
chief executive’s review
over the last 18 months we have laid the foundations to 
transform o2o into a leading managed services business 
focused on four brands – banner business services accord 
accessplus and banner document services our aim is to 
deliver first rate service to our customers through managed 
procurement and business critical services
o2o plc report and accounts 2008  logistics
good 
for you 
good for us
good for 
everyone
managedprocurement
businesscommunication
securedocumentdestruction
managedprocurement
public sector
55 of turnover
private sector
45 of turnover
commitmenttoasustainablefuture
midmarketsector
o2ointegratedsupplychain
businesscriticalservices
businesscriticalservices
largecontractmarket
o2o plc report and accounts 2008 5
strategy
last year we stated that our key objectives 
for 2008 were to enlarge and diversify our 
customer base expand our routes to market 
beyond traditional contract office supplies 
and extend our service and product ranges 
these objectives have been achieved both 
organically and by taking advantage of 
suitable acquisition opportunities as referred 
to in the chairman’s statement
four trading brands covering the core 
activities of managed procurement and 
business critical services underpin the 
group’s broadened activities
“banner business services” which has 
been at the core of o2o for many years 
is a market leader for the managed 
procurement of office and business 
products for large private and public 
sector customers
“accord” is our new managed 
procurement brand that trades alongside 
bbs but in the mid market sector
“accessplus” is the core of our new 
business critical services activity 
and provides innovative business 
communication and print management 
solutions to organisations seeking to 
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reduce costs and streamline business 
process outsourcing and
“banner document services” is a 
partnership with shred easy and 
provides secure document destruction 
services it is our second business critical 
services trading brand 
through these broadened activities we 
are able to address a wider customer 
base and to sell a broader portfolio 
of business products and services to 
both contracted and noncontracted 
customers each activity is supported by 
our group wide integrated supply chain
a changing market
in 2008 we experienced unprecedented 
cost price inflation initially fuelled by the rise 
in the cost of oil paper pulp and steel and 
more recently by the impact of a weaker 
sterling these pressures continue and a key 
focus has been and remains to minimise 
the impact of this on our profitability 
the scale and synergies derived from our 
acquisitions together with the benefits from 
restructuring the existing business have 
enabled greater control over our variable 
overheads and enhanced our ability to 
adapt to changed economic circumstances 
l
we continue to improve our customer 
focus and further we believe that the 
public sector which forms a large part of 
our customer base is relatively resilient in 
the current economic climate at least in 
the short term 
moving forward
delivering customer value is a key focus 
and a number of programmes which are 
described below ensure that we continue 
to deliver value and differentiate o2o from 
its competitors
these programmes underline a 
group wide trading ethic entitled 
‘good for you good for us good for 
everyone’ by embracing corporate social 
responsibility csr we can provide 
added value to our customers and at 
the same time create tangible benefits 
for our business and the environment 
this is explained in more detail in the 
csr statement on pages 14 to 16
o2o group  managed procurement  business critical services o2o plc report and accounts 2008 6
chief executive’s review continued
managed procurement  large contract market
bbs is a market leader in the 
provision of long term contract 
management and procurement 
of office and business products 
for large private and public 
sector customers bbs accounts 
for around 80 of revenues 
from the managed procurement 
segment of our business it is 
focused on delivering value to 
our customers and increasing 
value to o2o through a number 
of change programmes
firstly bbs has shifted its customer 
services focus from a reactive to a 
proactive teleaccount management 
team working with customers to gain an 
understanding of the challenges they 
face and to help them select the best 
products for their requirements this 
initiative has been a great success in 
developing relationships and enhancing 
the quality of service the benefits of 
efficient ordering and consequently 
reduced distribution costs are mutually 
enjoyed by bbs and its customers 
further bbs has revised its business 
model in response to changing customer 
needs for example the renewal of the 
bbs service agreement with barclays 
group incorporates a procurement model 
based on an open trading relationship 
the renewal of this agreement supports 
the o2o strategy to seek long term 
strategic customer relationships based on 
managed services and shared interests 
in addition waste management and 
environmentally preferred product 
initiatives have been extended and include
a waste audit programme in association 
with “waste watch” an environmental 
charity with over 20 years of experience 
waste watch works with o2o to identify 
clear and realistic recommendations to 
improve waste management 
our green optimisa™ system 
this measures the environmental impact 
of a customer’s office products contract 
including delivery vehicles fuel co
2
 
emissions paper dispatch notes pick 
lists driver manifests labels etc and 
packaging opportunities to reduce a 
customer’s carbon footprint are identified 
and we work to make them happen 
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the globe  tick™ range of sustainable 
and environmentally friendly products 
this is important to help customers meet 
their own green targets and
recycling initiatives such as waste 
paper electronic equipment and printer 
cartridges the partnership with shred 
easy detailed below demonstrates the 
group’s commitment in this area and we 
intend to extend this range of services
delivering managed services 
in common with the rest of the industry 
this has been a challenging year for bbs 
input cost prices have risen more quickly 
than we have seen for many years despite 
this we have demonstrated resilience as 
contracts have been added and retained 
on retender without any significant losses 
looking forward
we have rebranded the business 
“banner business services” to more closely 
reflect its market position the strategy 
is now to build on the opportunities 
presented by managed procurement 
customers who trust the “banner” brand 
and need complementary business critical 
services activities 
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banner’s teleaccount management 
teams are working with customers to 
help them select the best products for 
their requirements o2o plc report and accounts 2008 7
managed procurement  mid market sector
the acquisition of accord in 
june 2008 has enabled the 
integration of our existing 
mid market activities with it 
to create a single mid market 
managed procurement trading 
brand “accord” the acquisition 
broadened our customer 
base in the mid market sector 
with immediate savings and 
improved margins from product 
range consolidation the 
group’s purchasing power and 
integrated supply chain
the acquisition of the accord business 
provided us with an established and 
respected distributor of office products 
to an excellent customer base it has a 
strong track record of sustained growth 
and real enthusiasm for realising the 
additional opportunities o2o provides 
through improved purchasing and the 
utilisation of the group’s supply chain 
under a single sales management 
team the accord trading brand was 
launched and rolled out to customers in 
mid november it has already delivered 
efficiencies without impacting on our 
ability to deliver a high quality service a 
key differentiator in this part of the market
looking forward
the mid market represents a growth 
opportunity for the group the 
purchasing power national distribution 
and environmental programmes of 
o2o combined with accord’s flexible 
approach create a winning formula
organic growth will be achieved through 
proactively developing our existing 
accounts and attracting new customers 
with the group’s broader portfolio of 
business products and services
accord operates in a fragmented industry 
segment which is presenting good 
opportunities for consolidation it has 
a proven track record for making and 
successfully integrating small bolton 
acquisitions although the group has 
no immediate plans for further material 
acquisitions the accord team are able to 
respond to relevant opportunities should 
they arise
accord’s endtoend procurement 
warehouse pick  pack and direct 
distribution create a winning formula o2o plc report and accounts 2008 8
chief executive’s review continued
business critical services  business communication
accessplus which was acquired 
in may 2008 is the core of our 
new business critical services 
activity and provides innovative 
business communication and 
print management solutions to 
organisations seeking to reduce 
costs and streamline this element 
of business process outsourcing 
bpo through an extensive 
range of integrated services it 
delivers ongoing sustainable 
cost savings right through the 
printed document and marketing 
communications supply chain
five core areas of operation cover every 
stage of the communications process
data solutions 
document management
logistics
campaign delivery and 
print management
since acquiring accessplus we have 
integrated o2o’s existing print related 
operations with it and restructured the 
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management team with a focus on 
accountability growth and efficiency 
synergies have included the utilisation 
of the group’s warehouse infrastructure 
following the closure of the accessplus 
warehouses in leeds and southampton and 
the transfer of a number of duplicated back 
office functions notably finance payroll and 
hr into the o2o head office bpo accounts 
for over two thirds of the accessplus 
turnover and continues to be a profitable 
and growing sector accessplus has been 
successful in securing and expanding 
relationships with key customers and has 
also achieved some significant business 
wins from new customers the following 
initiatives have been instrumental to this
the accessplus skills academy where 
our people are trained to provide 
significant added value to our 
customers by adopting a consultative 
account management style and seeking 
to understand and develop the right 
solution for customers’ needs and
a customer service charter to 
promote accessplus’ desire to be 
the best in the industry
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looking forward
accessplus is a leading brand in the bpo 
and print management arena being a 
part of o2o provides more opportunities 
to attract large public and private sector 
accounts and at the same time has 
lowered purchasing costs by using 
the group’s purchasing power in print 
products and paper 
customers generally and the public 
sector in particular are being driven by 
sustainability and environmental directives 
by stripping out waste and consolidating 
processes we can help customers achieve 
major cost savings whilst simultaneously 
enhancing their ‘green’ credentials this 
represents a great opportunity for o2o and 
we ensure that the sales teams elsewhere 
in the group are fully aware of the benefits 
of accessplus’ solutions to their customers 
accessplus’ business communication 
and print management solutions reduce 
costs and streamline business process 
outsourcing bpo o2o plc report and accounts 2008 9
business critical services  secure document destruction
our newly formed partnership 
bds is the group’s trading 
brand in the secure document 
destruction market a growing 
and profitable business services 
market sector o2o owns 60 of 
the issued share capital of bds 
with the remainder held by 
shred easy a well established 
private company operating 
in the sector under the 
agreement with shred easy 
o2o has the option to acquire 
both shred easy and the 
remaining shares of bds
bds which was incorporated in 
december 2008 and commenced 
trading in january 2009 utilises the 
o2o network across the uk and ireland 
coupled with the existing plant facilities 
and infrastructure of shred easy using 
mobile shredding units to ensure both 
control and convenience it collects and 
securely shreds confidential documents 
on customer’s premises 
in conjunction with shred easy we have 
a fleet of “urban shredders” which are 
amongst the most advanced mobile 
shredding vehicles in the uk they are 
small light and quiet in use and are 
designed to deliver cost efficiency 
reduced co
2
 emissions and other 
environmental benefits relative to the 
competition the blend of expertise 
resource and commercial opportunity 
that each party brings to this new venture 
provides the ingredients necessary for a 
successful business
our entry into this market in 2009 
through bds presents a significant 
organic growth opportunity for the 
group there is an increasing demand 
from the o2o customer base for secure 
onsite document destruction driven 
by new legislation despite the current 
economic conditions this is a fast 
growing and profitable sector
banner document services’ mobile shredding 
vehicles collect and securely shred confidential 
documents on customer’s premises o2o plc report and accounts 2008  0
chief executive’s review continued
 the o2o integrated supply chain
the group’s integrated 
supply chain consolidates 
and leverages the group’s 
warehousing distribution and 
purchasing activities to procure 
pick and pack and nationally 
distribute over 15000 office and 
other business products
bbs accord and accessplus utilise the 
o2o integrated supply chain it offers 
them supply chain management 
stretching from procurement 
warehousing pick and pack of products 
and national next day delivery 
during 2008 we have made our service 
more efficient by introducing
digital pen technology which allows 
our customer service and transport 
departments to follow the progress of 
goods intransit and view an electronic 
copy of the delivery document within 
seconds of the customer signing it and
sophisticated vehicle route planning 
technology that allows our routes to 
be planned in a flexible cost effective 
and environmentally friendly manner 
based on the success of pilot schemes 
customers will enjoy a more efficient 
service and alongside considerable cost 
savings o2o will significantly reduce 
its carbon footprint by down sizing 
the fleet and reducing the number of 
vehiclemiles travelled
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looking forward
our priorities for 2009 include the 
complete national rollout of the above 
initiatives further improvements to 
customer service and the reduction of our 
carbon footprint by seeking more effective 
operational methods our aim is to shape 
our fleet into one of the most advanced 
and fit for purpose fleets in the industry 
to achieve the best in class supply chain 
ecommerce and business processes
o2o’s sophisticated vehicle route 
planning technology allows routes to be 
planned in a flexible cost effective and 
environmentally friendly manner o2o plc report and accounts 2008  management and employees 
management
as described above our new structure 
creates four trading brands banner 
business services and accord managed 
procurement and accessplus and banner 
document services business critical 
services each brand is supported by the 
o2o integrated supply chain
the manager responsible for each 
brand the supply chain and the group 
human resource join mark cunningham 
and myself to form the operations 
executive team we are charged with 
the responsibility for the day to day 
management of the group this is a strong 
team with clearly defined responsibilities 
to deliver both our operational and 
strategic objectives
employees
we recognise that the continued success 
of o2o is a reflection of the success of 
our people and i would like to thank 
management and employees for their 
contribution and continued commitment
we aim to recruit and retain the best 
people in our business sectors o2o 
people have a broad range of talents 
and backgrounds customers rely on the 
combined efforts of over 900 people to 
manage relationships and to deliver the 
right products and services when and 
where they are needed 
future prospects 
during 2009 our strategic objective is to 
improve on our position as a managed 
services business by leveraging our 
newly acquired business process 
outsourcing capability and document 
destruction services into our existing 
and diverse range of customers
we are focused on organic growth 
opportunities the complete integration 
of our recent acquisitions and improving 
both the efficiency and the cash 
generation of the o2o group
s r moate 
chief executive
25 february 2009 business and financial review
revenue and operating profit
total revenue increased by £131m 78 
to £1810m 2007 £1679m £311m of 
the increase came from the businesses 
acquired in 2008 £252m relating to 
accessplus and £59m relating to accord 
partially offset by a decrease in revenue 
from the mod of £181m and a net increase 
of £01m in other areas operating profit 
before exceptional and nonrecurring 
costs of £18m and a partyear charge for 
the amortisation of intangibles relating to 
acquisitions in 2008 of £06m was £134m 
2007 £1 17m before exceptional and non
recurring costs of £23m and share option 
charges of £02m to which acquisitions 
made a contribution of £17m operating 
profit after such items was £1 10m 2007 
£91m the operating profit margin before 
such costs increased to 74 2007 70 
exceptional and nonrecurring costs are 
those significant items that are separately 
disclosed by virtue of their size or 
incidence to enable a full understanding 
of the group’s operating performance 
transactions which may give rise to 
exceptional and nonrecurring costs are 
principally restructuring related charges 
and costs in respect of key management 
changes a full analysis of the exceptional 
and nonrecurring costs is set out in note 
5 to the financial statements
tax
a full analysis of the tax charge for the 
year is set out in note 9 to the financial 
statements the group’s effective tax 
rate in 2008 was 312 2007 304 
the amount of corporation tax payable 
for the year is £26m 2007 £25m
shareholders’ return
basic earnings per share were 185p 
2007 174p the total dividend paid and 
payable for the year of 110p per share 
including the 35p interim dividend 
paid on 14 november 2008 is covered 
17 times by earnings 2007 17 times 
shareholders’ equity at the end of the 
year was £202m 2007 £169m
the middlemarket quotation of the 
company’s ordinary shares at the end of 
the financial year was 655p with a market 
capitalisation of £238m including shares 
held by the employee benefit trust
cash flow
as set out on page 38 the group 
generated net cash from operating 
activities of £22m 2007 £54m 
at 31 december 2008 net debt incurred 
as a consequence of the acquisition 
activity referred to in the chairman’s 
statement and the chief executive’s 
review amounted to £297m compared 
to £64m cash at the start of the year 
the net debt of £297m is supported 
by committed borrowing facilities of 
£450m which are in place until april 
2013 the facilities comprise a term loan 
£250m which is repayable over 5 years 
with the first instalment of £25m not 
being due until april 2010 and an invoice 
discounting arrangement up to £200m 
on which we are charged interest at 11 
over libor and 09 over bank base 
rate respectively financial covenants are 
applied to the committed facilities with 
which the group has complied to date 
with significant headroom 
key contractual arrangements
the group has always had a number of large 
customers with our major customers the 
o2o approach is to seek long term strategic 
relationships based on managed services 
and shared interests the term for a typical 
supply arrangement is between 3 to 5 years 
and we often service customers for more 
than one contractual term
a key aim for the group in 2008 was to 
enlarge and diversify the customer base 
this has been achieved both organically and 
by taking advantage of suitable acquisition 
opportunities as a consequence over 
the year the group’s reliance on any one 
individual customer has been reduced 
the group has a wide range of suppliers 
and it is possible that the challenging 
economic conditions could impact some 
however the group has limited exposure 
to the failure of any single supplier as 
the nature of the majority of products 
purchased is such that other options are 
normally available the group maintains 
flexibility with its suppliers by typically not 
making contractual volume commitments
it is the group’s policy to negotiate with 
each of its principal suppliers terms of trade 
appropriate to the business and to operate 
within those terms once agreed with a 
wide range of suppliers the terms of trade 
operated by the group are diverse with no 
standard characteristics prevailing
the group works in partnership with 
suppliers to ensure as far as reasonably 
practicable that its sourcing of products 
meets recognised standards of corporate 
social responsibility the csr statement 
on pages 14 to 16 gives a description of 
the approach o2o takes in this regard
principal risks and uncertainties
the principal risks and uncertainties 
facing the group are set out below
l 	 loss of a large customer
the group has a number of large 
customers and is therefore potentially 
vulnerable to the loss of any one of these 
contingency plans are formulated and 
quantified before any large retenders are 
submitted so that the business is able to 
respond rapidly with minimal disruption 
to a large contract loss this coupled with 
a strategy of diversifying the customer 
base and widening the business portfolio 
at the same time as maintaining a high 
level of service helps mitigate the risk
l 	 reduction in gross margins
gross margins are adversely impacted 
by increases in cost prices due to raw 
material costs foreign currency exchange 
movements and customers reducing their 
demand last year saw significant rises in 
raw material costs particularly oil paper 
pulp and steel the group has sought to 
mitigate the risk by passing these increases 
onto customers but some resistance and 
lag is inevitable widening the businesses 
portfolio of business products and services 
and driving efficiency improvements will 
mitigate the risk and a focus on customer 
profitability allows for the situation to 
be monitored
l 	 interruption of operations or 
it services
the business is built around a proven 
service with reliance on our warehouses 
and it infrastructure a severe disruption 
in either of these areas would potentially 
have a high impact on the group in 
order to mitigate these risks we maintain 
appropriate insurance cover and disaster 
recovery plans
o2o plc report and accounts 2008  2 o2o plc report and accounts 2008  l 	 competitors
bbs operates in a highly competitive 
market the risk exists therefore that 
contracts are awarded on the basis of 
lowest price the group’s strategy is to 
deliver a first rate addedvalue service at 
competitive prices recent contract wins 
and retentions underpin our confidence 
that this approach is valued by our 
customers the services provided by 
accessplus and bds further extends the 
range that can be offered to customers 
helping to further differentiate the group 
from its competitors
accord operates in the less formal mid 
market sector the group’s purchasing 
scale national distribution and 
complementary range of products 
and services together with the flexible 
approach offered by accord provides a 
distinct advantage in this sector
l 	 economic downturn
the group is subject to facets of the 
current global economic slowdown such 
as the weakening of sterling leading to 
cost price pressure and the potential 
for lower levels of employment leading 
to reduced demand for some of the 
goods and services provided by the 
group the economic downturn could 
impact suppliers however the group 
has limited exposure to the failure of 
any single supplier as the nature of the 
majority of products supplied is such that 
other sourcing or product options are 
normally available
the group also has limited exposure to 
the failure of customers the group’s 
committed borrowing facilities afford 
some protection against increased 
funding requirements should they arise 
in addition the broader base of the 
business following the acquisitions in the 
year the wide spread of customers and 
the public sector element of our account 
base helps to mitigate the risks in the 
wider economy and
l 	 financial risk management
the group’s activities expose it to a 
variety of financial risks which include 
market risk comprising currency risk 
interest rate risk and price risk credit risk 
and liquidity risk the details of which 
are described in note 1 to the financial 
statements on pages 46 to 50 
 2008  2008 2007
 including  excluding
 acquisitions  aquisitions 
gross margin      309 319
gross margin percentage is calculated as the margin expressed as a  
percentage of group revenue it is the measure of profitability of sales less  
their direct purchase cost and is a comparable measure with other companies 
 
excluding acquisitions the gross margin  decreased by 10 due to  
unprecedented cost price inflation together with the impact of a  
weaker sterling mitigated wherever possible by negotiation with  
suppliers and passing unavoidable increases on to customers  
the gross margin  for the group including the acquisitions is  
higher at 314 as both of the acquisitions traded at a higher  than bbs
distribution costs      123 129
distribution costs percentage is calculated as the cost associated with  
distribution before exceptional and nonrecurring costs of which there were  
none in 2008 2007 £04m expressed as a percentage of group revenue  
 
excluding acquisitions the distribution cost  decreased by 06 due  
to the cost savings initiatives implemented towards the end of 2007   
the  for the group including the acquisitions is lower at 1 11  
as both of the acquisitions operate at a lower cost  than bbs  
with accord in particular using wholesalers much more extensively
administration costs   29  107 122
administration costs percentage is calculated as the cost associated  
with administration before £18m of exceptional and nonrecurring  
costs 2007 £19m and amortisation £06m 2007 nil expressed as a  
percentage of group revenue  
 
excluding acquisitions the administration cost  decreased by 15  
due to the cost savings initiatives implemented towards the end of 2007   
the  for the group including the acquisitions is higher at 129 as  
both of the acquisitions operate at a higher cost  than bbs
underlying profit  67  79 69
underlying profit percentage is calculated as the underlying profit  
before exceptional and nonrecurring costs share option costs  
and amortisation expressed as a percentage of group revenue
underlying earnings per share 2  p  na 220p
underlying earnings per share is calculated as the profit on ordinary  
activities before exceptional and nonrecurring costs after tax  
excluding tax relief on exceptional and nonrecurring costs divided by  
the weighted average number of ordinary shares in issue during the year
the kpis presented for 2008 are shown 
for the group overall and with an 
equivalent stated before the impact 
of acquisitions the 2008 numbers 
excluding acquisitions are comparable 
to the numbers quoted for 2007
a health and safety management system 
has been put in place across all sites 
an independent third party audits the 
operation of the system across all sites and 
rates our performance the audit covers 1 1 
main areas of review the most significant 
being health and safety management 
system control of contractors fire safety 
and risk assessment which are then 
scored in autumn 2008 our performance 
was rated at 88 which compares to an 
average for our industry sector of 85
m a cunningham 
finance director
25 february 2009
key performance indicators kpis
the kpis which o2o regard as important 
measures for the group business 
are gross margin distribution and 
administration costs as a proportion 
of revenue underlying net profit as a 
proportion of revenue and underlying 
earnings per share  corporate social responsibility statement
corporate social responsibility csr applies to all aspects 
of o2o’s business and the group is committed to maintaining 
responsible business practices sustainability is a cornerstone 
of o2o’s commercial strategy and the group’s approach is 
reflected in its csr policy which can be viewed on its 
website – wwwoffice2officecouk
o2o plc report and accounts 2008
the board believes that being a 
responsible business is important to the 
group’s longterm success a number 
of innovative csr programmes have 
been developed as part of a group wide 
trading ethic entitled ‘good for you good 
for us good for everyone’ by embracing 
csr we provide added value to our 
customers and at the same time create 
tangible benefits for other stakeholders 
and the environment
o2o has adopted business in the 
community’s reporting model for csr  
we are developing kpis to measure and 
report our impact in the areas of workplace 
community environment and marketplace
o2o offer an extensive range of 
environmentally preferred products under 
its own globe  tick™ trademark
 o2o plc report and accounts 2008  5
all sites other than accessplus and 
accord have been audited twice the 
second audit confirmed that each site 
had improved considerably and the 
group surpassed the industry sector 
average in the prevention of accidents 
and ill health all senior operations 
managers now hold british safety council 
level 1 certificates and the supervisors 
are responsible for regular health and 
safety checks fire manual handling 
display screen equipment and workplace 
taskspecific risk assessments have been 
conducted at each site in addition the 
procedure for reporting accidents has 
been improved with the implementation 
of a new online accident form 
initial site audits at accessplus and accord 
were carried out in the last quarter of 
2008 and identified the need for upto
date training in manual handling risk 
assessment fire prevention and first aid 
the operations managers at these sites will 
also be trained to bsc standards a second 
audit for these sites is planned for 2009 
with all o2o sites being audited annually
community
o2o recognises that how it recruits 
purchases and invests can impact 
the community
our new group wide trading ethic 
identifies the social issues that are 
relevant to the communities within 
which its trading brands operate and we 
work in partnership with the community 
and voluntary sectors to make a 
positive contribution
o2o will explore how it can further support 
employees to share time skills and resources 
in support of their local communities 
and will continue to endeavour to offer 
placements for work experience to school 
children and university students 
environment
o2o recognises the business benefits of 
integrating environmental strategy into 
core operations 
the impact of o2o’s trading activities 
on the environment has been assessed 
and an environmental management 
programme implemented objectives 
and targets based on the significant 
workplace
our employees are vital to the group’s 
performance in its competitive 
marketplace workplace programmes 
are in place to help the business deliver 
customer value by creating a positive 
internal culture the board is confident 
that employees will continue to rise to 
the opportunities and challenges ahead
employees
o2o recognises that its achievements are 
a reflection of the combined efforts of 
more than 900 employees and the broad 
range of talents they offer 
the group aims to recruit and retain the 
best people in its market sectors treat 
them fairly and with respect and provide 
them with a challenging yet rewarding 
work environment where their welfare 
and safety is a key priority 
employees are encouraged and 
supported in their professional 
development to ensure competence in 
their roles they are provided with on 
the job training ranging from mentoring 
and coaching through to inhouse and 
external specialist courses for example 
the accessplus skills academy adds 
value by training employees to adopt 
a consultative account management 
style to better understand customer 
needs thereby helping to develop more 
appropriate solutions
all employees are expected to maintain 
high standards of work and behaviour 
and to display integrity in their dealings 
with customers suppliers and each other 
health safety and welfare
o2o is committed to ensuring the health 
safety and welfare of its employees and 
others affected by its business activities 
o2o maintains awareness of the range of 
health and safety legislation relevant to its 
organisation and of the standards of proof 
required to demonstrate compliance
an independent third party was 
appointed in october 2007 to advise 
on the statutory requirements and the 
implementation of a health and safety 
policy as a result a health and safety 
management system with procedures 
to control and monitor health and safety 
performance has been implemented 
aspects have been agreed and progress 
is measured through regular formal 
reviews full information on our 
environmental policy can be viewed on 
the website – wwwoffice2officecouk
the significant aspects include waste 
management and recycling carbon 
emission reduction and the procurement 
of environmentally preferred products 
waste management and recycling
the group’s business activities inevitably 
involve packaging to ensure that 
products supplied to customers are 
protected during storage and transit 
however we closely monitor the 
use and reuse of packaging and we 
have programmes in place to reduce 
consumption and to increase the 
recycling of any waste
waste cardboard and plastic pallet wraps 
are baled for recycling by approved 
contractors to divert these materials from 
landfill research into new environmentally 
beneficial ways of packaging products for 
dispatch is ongoing 
“waste watch” is an environmental 
charity with over 20 years of experience 
waste watch works with o2o and has 
implemented a waste audit programme 
that identifies clear and realistic 
recommendations for better waste 
management
as part of the bds secure paper 
collection destruction and disposal 
service shredded and declassified 
materials are taken to secure facilities 
where they are recycled for manufacture 
into low grade paper products this 
“closed loop” recycling service delivers real 
environmental and commercial benefits 
from customer’s confidential waste as well 
as ensuring its secure disposal 
further in conjunction with shred easy 
we have a fleet of “urban shredders” 
which are amongst the most advanced 
mobile shredding vehicles in the uk 
they are small light quiet in use and 
are designed to deliver cost efficiency 
reduced co
2
 emissions and other 
environmental benefits 
carbon emission reduction
many companies are now considering 
their “carbon footprint” a measurement of  o2o plc report and accounts 2008  6
corporate social responsibility statement continued
accreditations and certifications
iso 140012004 – o2o continues to 
improve its environmental standards 
and has set performance objectives and 
targets linking into three key components 
of the iso 140012004 standard 
prevention of pollution continual 
improvement and environmental 
legislation compliance 
during the year o2o was reawarded 
the boss federation environment 
certificate the certificate is based on the 
requirements of iso 140012004 
o2o are members of the may day 
network a joint venture between 
the carbon trust and business in the 
community set up to support businesses 
taking action on climate change the 
network provides a hub for businesses 
to share their experiences in tackling the 
issue and to engage suppliers customers 
and sector peers to do the same 
o2o has joined supplier ethical data 
exchange sedex and has category b 
membership sedex is a membership 
organisation for businesses committed to 
continuous improvement of the ethical 
performance of their supply chains 
marketplace
o2o believe that business success 
comes through treating customers and 
suppliers fairly and with respect 
the group works in partnership with 
suppliers to ensure as far as reasonably 
practicable that its sourcing of products 
meets recognised standards of csr o2o 
is listed on the ftse4good index which 
acknowledges companies that meet 
globally recognised csr standards 
ethical sourcing 
a set of minimum ethical sourcing 
requirements are being developed to 
be applied across the group within 
this o2o recognises that the issue of 
third world employment policies are 
both sensitive and complex o2o takes a 
responsible approach to sourcing with 
its buyers visiting supplier’s factories in 
asia to ensure that acceptable standards 
of employment that are relevant to 
the country and culture are being 
applied in addition an independent 
and accredited third party has recently 
the greenhouse gases produced by their 
operations o2o has carried out research 
to improve data calculation methods 
and is now developing a programme to 
manage its carbon footprint 
initiatives already implemented to help 
reduce carbon emissions include the more 
efficient use of vehicles by the group
a new group company car policy has 
been designed to create a recognised 
energy efficient fleet
the replacement of our current van fleet 
with vehicles incorporating stopstart 
technology will conserve fuel and 
reduce co
2
 emissions in addition a 
number of hybrid delivery vehicles are 
also being trialled the group continues 
to back load delivery vehicles to prevent 
otherwise empty vehicles and
sophisticated vehicle route planning 
technology has been adopted to allow 
routes to be planned in a flexible cost 
effective and more environmental 
manner this will help the group to 
significantly reduce its carbon footprint 
by decreasing the fleet size and the 
number of vehiclemiles travelled 
environmentally preferred products
globe  tick™
o2o offer an extensive range of 
environmentally preferred products under 
its own globe  tick™ trademark which 
includes products with a high proportion 
of genuinely recycled materials or 
designed with an environmental benefit 
during the year the range has undergone 
a comprehensive reassessment by an 
external environmental specialist as a 
result a further 190 new products were 
selected to extend the range for 2009 
we continue to work with suppliers and 
customers to identify innovative products 
to be added to the range
green optimisa™
o2o’s green optimisa™ system is designed 
to measure the environmental impact of a 
customer’s office products consumption 
by analysing the endtoend procurement 
process associated with it 
environmental targets for reducing our 
carbon footprint are defined and we work 
closely with participating customers to 
achieve those targets 
l
l
l
been engaged to audit overseas factories 
for health and safety environmental 
and ethical considerations to both 
international and local standards
all suppliers are required to demonstrate 
a commitment to improve environmental 
performance offer products made 
of materials from sustainable sources 
and use recycled materials wherever 
feasible selected suppliers are asked 
to complete a questionnaire to help us 
assess their environmental credentials 
informed purchasing decisions are 
made and suppliers are encouraged to 
minimise the impact of their distribution 
by consolidating their deliveries to our 
stock holding centres board of directors 
david callear 
chairman
david aged 55 is a chartered accountant 
and joined o2o as chairman in 2001 
his career has been in financial and 
general management mainly with 
publicly quoted companies including 
chief executive positions with 
tip europe plc europewide vehicle 
rental and jeyes group plc international 
household products manufacture and 
supply he currently holds a number of 
nonexecutive chairman roles working 
with the boards of private companies 
including rp martin holdings ltd and 
swift technical group holdings ltd
simon moate 
chief executive
simon aged 46 joined o2o as chief 
executive in july 2007 he was previously 
an executive director of johnson service 
group plc the managed services business 
where as chief executive of the facilities 
management and specialist supplies 
division he led and integrated a number of 
acquisitions prior to this he held a number 
of senior sales marketing and operations 
roles with blue chip companies including 
well well well ltd aramark plc provend 
group plc and coca cola
mark cunningham 
finance director
mark aged 42 is a chartered accountant 
and joined her majesty’s stationery office 
in 1994 he was appointed finance 
director of banner business supplies ltd 
now banner business services ltd in 
1999 having previously worked as finance 
controller mark became finance director 
of o2o plc in december 2000
jim cohen 
senior nonexecutive director
jim aged 67  joined o2o in june 2004 he was 
a main board executive director of balfour 
beatty plc until his retirement in february 
2007  prior to joining balfour beatty plc in 
1993 he held senior management positions 
with gte and gec and was a senior civil 
servant at the department of energy in april 
2007  jim took on a nonexecutive role for 
the swiss construction company implenia 
ag he is also chairman of empower advisors 
ltd a private company which is owned by 
actis and provides interim power generation 
in subsaharan africa
chris batterham 
nonexecutive director 
chris aged 53 joined o2o in june 2008 and 
is a chartered accountant with significant 
experience in the business services sector 
he was finance director of unipalm plc 
the first internet company to float on the 
london stock exchange and latterly chief 
financial officer of searchspace group 
until 2005 he currently holds a number of 
nonexecutive directorships including sdl 
plc drs data and research services plc 
iomart plc and betfair plc
o2o plc report and accounts 2008
chris batterham mark cunningham
jim cohen simon moate david callear
17 o2o plc report and accounts 2008 18
where the annual report contains forward 
looking statements these are made by 
the directors in good faith based on the 
information available to them at the time of 
their approval of this report consequently 
such statements should be treated with 
caution due to the inherent uncertainties 
including both economic and business risk 
factors underlying such forward looking 
statements or information
dividends
an interim dividend of 35p 2007 32p 
per ordinary share amounting to £12m 
2007 £11m was paid on 14 november 
2008 to shareholders on the register at 
close of business on 10 october 2008
the directors recommend a final 
dividend in respect of the year ended 
31 december 2008 of 75p 2007 68p 
per ordinary share amounting to £27m 
2007 £24m if authorised at the agm 
the dividend will be paid on 12 may 2009 
to shareholders on the share register at 
close of business on 14 april 2009 
the aggregate dividends recognised as 
appropriations of profit in the year ended 
31 december 2008 amounted to £37m 
2007 £35m
the directors present their report and 
financial statements for the group for the 
year ended 31 december 2008
principal activity and results
the principal activity of the company is that 
of a holding company the group’s principal 
activity is delivering managed procurement 
and business critical services net profit 
after tax for the financial year was £66m 
2007 £63m
business review
the business review has been prepared 
in accordance with the requirements for 
a business review under the companies 
act 1985
the business review’s intent is to provide 
information to shareholders and should 
not be relied on by any other party or for 
any other purpose
the group’s strategy objectives and likely 
future developments in the business are 
reviewed in the chairman’s statement on 
pages 2 to 3 and in the chief executive’s 
review on pages 4 to 1 1 the kpis are 
defined and the principal risks and 
uncertainties including financial risks facing 
the business are described in the business 
and financial review on pages 12 to 13
acquisitions
on 15 may 2008 the acquisition of 
triplearc plc at a total cost of £27 4m £138m 
cash consideration and related acquisition 
costs and £136m of debt assumed was 
declared wholly unconditional 
on 2 june 2008 the company completed 
the acquisition of accord office supplies 
limited for a cost of £67m £59m cash 
consideration and related acquisition 
costs and £08m of debt assumed
these acquisitions are explained in more 
detail in the chairman’s statement on 
pages 2 to 3 in the chief executive’s review 
on pages 4 to 1 1 and in the notes to the 
financial statements on pages 77 to 78
share capital and substantial 
shareholders
the authorised and calledup share capital 
of the group together with details of the 
shares allotted during the year are shown 
in note 25 of the financial statements
there are no contracts of significance 
in place between the group and its 
shareholders 2007 none
the company has been notified 
in accordance with disclosure and 
transparency rule 512 of the financial 
services authority that as at 13 february 
2009 the following shareholders owned 
more than 3 of the issued ordinary 
share capital of the company
directors’ report
aberforth partners 8570000 shares 2360
aviva investors 3343934 shares 921
gartmore investment 3050000 shares 840
bestinver 2428465 shares 669
baillie gifford 2172705 shares 598 
f  c asset management 2123352 shares 585
axa investment 1550460 shares 427 
m  g investment management 1225000 shares 337
insight investment 1095022 shares 302 o2o plc report and accounts 2008 19
3
chairman of the audit committee 
member of the remuneration committee 
and nomination committee
biographical details of the directors are 
shown on page 17
chris batterham will offer himself for 
election being the first opportunity to 
do so since his appointment no other 
reelections are required under the three 
year rule of the company’s articles of 
association the articles
corporate governance
details of the corporate governance 
arrangements are provided on 
pages 22 to 25
directors’ interests
directors’ interests are detailed in the 
directors’ remuneration report on 
pages 28 to 32 
directors’ thirdparty 
indemnity provision
a qualifying thirdparty indemnity 
provision as defined in section 234 of 
the companies act 2006 is in force for 
the benefit of each of the directors in 
respect of liabilities incurred as a result 
of their office to the extent permitted 
by law in respect of those liabilities for 
which directors may not be indemnified 
the company maintained a directors’ 
and officers’ liability insurance policy 
throughout the financial year
donations
no donations were made to any charitable 
or political organisation in the year 2007 £nil
employee involvement
the group has a policy of providing 
employees with information through 
corporate newsletters and regular 
meetings which are held between 
management and employees to allow 
a free flow of information and ideas 
a “supplier day” is hosted annually which 
provides an opportunity for relevant 
employees to meet with the group’s 
key suppliers and for the suppliers to 
showcase the new products included in 
the group’s catalogues
the directors have authority to allot the 
company’s unissued ordinary shares within 
the meaning of section 80 companies act 
1985 up to a maximum nominal amount 
of £121030 being onethird of the current 
issued ordinary share capital and the power 
to disapply preemption rights in respect of 
the allotment of shares under section 95 
companies act 1985 up to an aggregate 
nominal value of £18154 representing 
5 of the issued ordinary share capital in 
addition the directors have authority on 
behalf of the company to make market 
purchases of up to 3630898 ordinary 
shares of the company being 10 of the 
company’s ordinary shares in issue
these authorities were conferred by 
approval of separate resolutions at the 
company’s last agm and are due to 
expire at the end of the forthcoming 
agm separate resolutions to renew these 
authorities details of which will be set out 
in the notice of meeting will be proposed 
at the agm on 23 april 2009
directors
the following were directors during 
2008 and unless where specified held 
office throughout the period under 
review up to the date of signing these 
financial statements
d j callear 
chairman
1
s r moate 
chief executive 
m a cunningham 
finance director 
j l cohen 
nonexecutive director
2
c m batterham 
nonexecutive director
3
 
appointed 27 june 2008 
p m bertram 
nonexecutive director
3
 
resigned 24 april 2008
1
chairman of the board and of the 
nomination committee member of the 
remuneration committee
2
chairman of the remuneration 
committee and senior independent 
director member of the audit committee 
and nomination committee
the group operates a long term incentive 
scheme for executive directors and senior 
managers details are included in the 
directors’ remuneration report on pages 
28 to 32 
the group also has save as you earn 
schemes under which employees are 
granted an option to purchase ordinary 
shares in the company in either three or 
five years time dependent upon their 
entering into a contract to make monthly 
contributions to a savings account over 
the relevant period these savings are 
used to fund the option exercise the 
initial schemes launched in 2004 and 
2005 have an exercise price above the 
current market price during the year 
501164 options representing 138 of 
the issued ordinary share capital were 
granted the exercise price was at a 20 
discount to the share’s market value at 
the date of invitation the schemes are 
open to all group employees including 
the executive directors details of the 
executive directors’ participation are 
included in the directors’ remuneration 
report on pages 28 to 32
during the year a low cost dealing service 
was launched which provides employees 
with a simple way of buying or selling o2o 
shares details of this service are available 
on the company’s website
employee benefit trust ebt
as at 31 december 2008 the total 
number of ordinary shares held by the 
ebt was 582295 160 2007 624248 
172 of the issued ordinary share 
capital of the company whilst held 
in trust the shares do not attract any 
payment of dividends nor do they have 
any voting rights attached to them
equal opportunities
the group is fully committed to a policy 
that provides all employees irrespective 
of background or disability with equality 
of opportunity for employment training 
career development and selection on 
the basis of ability qualifications and 
suitability for the job executive directors 
managers and employees are required 
to promote equality of opportunity and 
to take full account of the policy in their 
daytoday work the aim is to recruit the  o2o plc report and accounts 2008 20
statement of directors’ 
responsibilities
the directors are responsible for 
preparing the annual report the 
directors’ remuneration report and the 
financial statements in accordance with 
applicable law and regulations
company law requires the directors 
to prepare financial statements for 
each financial year under that law the 
directors have prepared the group and 
parent company financial statements in 
accordance with international financial 
reporting standards ifrss as adopted 
by the european union the financial 
statements are required by law to give a 
true and fair view of the state of affairs of 
the company and the group and of the 
profit or loss of the group for that period
in preparing those financial statements 
the directors are required to
select suitable accounting policies and 
then apply them consistently
make judgements and estimates that 
are reasonable and prudent
state that the financial statements 
comply with ifrss as adopted by the 
european union and
prepare the financial statements on 
the going concern basis unless it is 
inappropriate to presume that the group 
will continue in business in which case 
there should be supporting assumptions 
or qualifications as necessary 
the directors are responsible for keeping 
proper accounting records that disclose 
with reasonable accuracy at any time the 
financial position of the company and 
the group and to enable them to ensure 
that the financial statements and the 
directors’ remuneration report comply 
with the companies act 1985 and as 
regards the group financial statements 
article 4 of the ias regulation they are 
also responsible for safeguarding the 
assets of the company and the group 
and hence for taking reasonable steps 
for the prevention and detection of fraud 
and other irregularities
●
●
●
●
best staff in the industry and the group is 
committed to the principle of maximising 
every employee’s potential in selecting 
training and promoting staff the group 
has to take account of the physically 
demanding nature of much of its work 
employees who become disabled will be 
retained and retrained where possible
health and safety
o2o is committed to maintaining 
the health safety and welfare of its 
employees details of the group’s health 
and safety activities are given on 
pages 14 to 16 of the csr statement
creditor payment policy
it is the group’s policy to negotiate with 
each of its principal suppliers terms of trade 
appropriate to the business and to operate 
within those terms of payment once agreed 
trade creditor days based on the year end 
figures are 77 2007 69 days for the enlarged 
group the company has no trade creditors 
2007 nil being a holding company
environmental policy
the group ensures that in satisfying 
its customers’ requirements both the 
goods and services supplied and its own 
housekeeping comply with legislation 
and best practice the group continually 
reviews its environmental performance 
across the business further details of the 
group’s environmental policies are provided 
in the csr statement on pages 14 to 16
corporate social responsibility
a summary report on the group’s policies 
and objectives in respect of csr is set out on 
pages 14 to 16
principal risks and uncertainties
the group’s operations expose it to 
a variety of financial and other risks 
a review of which is provided in the 
business and financial review on pages 
12 to 13 the board has delegated the 
responsibility for monitoring financial risk 
management to the audit committee
directors’ report continued
the directors are responsible for the 
maintenance and integrity of the 
company’s website legislation in 
the united kingdom governing the 
preparation and dissemination of financial 
statements may differ from legislation in 
other jurisdictions 
each of the directors whose names and 
functions are listed on page 19 of the 
annual report confirm that to the best of 
their knowledge
the group financial statements which 
have been prepared in accordance 
with ifrss as adopted by the eu give 
a true and fair view of the assets 
liabilities financial position and profit of 
the group and
the directors’ report contained in the 
annual report includes a fair review of 
the development and performance of 
the business and the position of the 
group together with a description of 
the principal risks and uncertainties 
that it faces
statement of disclosure of 
information to auditors
so far as each of the directors are aware 
there is no relevant audit information of 
which the group’s auditors are unaware and 
they have taken all steps that they ought 
to have taken as directors in order to make 
themselves aware of any relevant audit 
information and to establish that the group’s 
auditors are aware of that information 
requirements of the 
takeover directive
the following are disclosed in 
accordance with the requirements of the 
takeover directive
the structure of the company’s share 
capital is disclosed in note 25 of the notes 
to the financial statements on page 71 
there are no restrictions on the transfers 
of securities in the company including 
limitations on the holdings of securities 
and requirements to obtain the approval 
of the company or of other holders prior 
to a transfer of securities
●
●
●
● o2o plc report and accounts 2008 21
there are no restrictions on voting rights 
other than for those shares held in the 
ebt as referred to on page 19
the directors are not aware of any 
agreements between holders of the 
company’s securities that may result in 
restrictions on the transfer of securities 
or on voting rights
the directors’ beneficial interests are 
disclosed on page 31 of the directors’ 
remuneration report none of the 
directors’ interests carry special rights 
with regards to control of the company
details of the group employees’ share 
save scheme are given on page 19
procedures for appointment to the 
board are included on the company’s 
website wwwoffice2officecouk 
under nomination committee –  
terms of reference
the directors have authority to allot 
ordinary shares of the company 
disapply preemption rights and make 
market purchases of ordinary shares 
of the company details of these 
authorities and their limitations are 
provided on page 19
the terms of the company’s committed 
borrowing facilities contain a change 
of control clause following a takeover 
bid that requires mandatory repayment 
of all outstanding monies and accrued 
interest the company does not have 
any other significant arrangements that 
contain change of control clauses and
there are no provisions for 
compensation for loss of office or 
employment in the agreements with 
directors and employees
independent auditors
the audit committee has considered 
and recommends the reappointment 
of pricewaterhousecoopers llp pwc 
as auditors a resolution proposing 
their reappointment will be put to the 
forthcoming agm
for and on behalf of the board
d rodwell 
company secretary
25 february 2009 
●
●
●
●
●
●
●
● o2o plc report and accounts 2008 22
resigned in april 2008 in order to pursue 
his other business commitments 
consequently chris batterham was 
appointed as nonexecutive director in 
june 2008 and his biography is included 
on page 17 during the two month 
period between the resignation of peter 
bertram and the appointment of chris 
batterham the company only had one 
independent nonexecutive director 
and was therefore in breach of provision 
a32 of the combined code which states 
that listed companies below the ftse350 
should have at least two independent 
nonexecutive directors the board 
considers both nonexecutive directors 
to be independent and feels that their 
diverse experiences and backgrounds 
bring a depth of debate and alternative 
viewpoint to the board jim cohen is 
the senior independent nonexecutive 
director the terms and conditions of the 
nonexecutive directors’ appointments 
are available on request from the 
company’s registered office
the board operates formally through 
agendadriven board meetings which 
are normally held on a monthly basis 
usually at the company’s head office 
the monthly agenda covers both 
operational and strategic matters in the 
first half of the year subcommittees of 
the board met on seven occasions to 
deal with matters relating specifically 
to the acquisition of triplearc plc a 
class 1 transaction that was completed 
in may 2008 a further meeting of a 
subcommittee of the board in july 2008 
related to the compulsory acquisition of 
the remaining triplearc plc shares see 
page 77 for details
frequent informal dialogue between the 
directors supplements the formal board 
meetings on a number of occasions 
during the year the chairman met with 
the nonexecutive directors without the 
executive directors present to discuss 
the performance of individual executive 
directors and other senior managers the 
nonexecutive directors also met without 
the chairman being present to discuss 
his performance
the board is responsible to shareholders 
for the management and control of the 
group’s activities its strategic objectives 
its system of corporate governance 
statement of compliance with 
the combined code 2006 
the combined code on corporate 
governance issued in june 2006 the 
combined code sets out standards 
of good corporate governance 
the combined code is publicly available 
on the financial reporting council’s 
website wwwfrcorguk
the directors consider that the company 
has complied with the principles set 
out in section 1 of the combined code 
throughout the period with one exception 
as detailed below the application of 
the principles of the combined code in 
the composition and operation of the 
board the remuneration of the directors 
shareholder relationships and procedures 
for financial reporting and internal control 
are described below 
directors and the board
the board comprises the chairman the 
chief executive the finance director and 
two nonexecutive directors 
the chairman is responsible for leading 
the board and ensuring there is timely and 
effective communication to and between 
board members the chief executive 
supported by the senior management 
team is responsible for the daytoday 
management of the group and once 
agreed by the board as a whole the 
development and implementation of 
strategy the normal segregation of 
responsibilities between the chairman 
and the chief executive has been set out 
in writing and approved by the board 
the chairman’s other main commitments 
are disclosed on page 17 a statement of 
directors’ responsibilities is given on page 
20 of the directors’ report the respective 
responsibilities of directors and auditors 
is given on page 33 of the independent 
auditors’ report to the members of 
office2office plc
the nonexecutive directors are free 
from any business or other relationship 
which could materially interfere with the 
exercise of their judgement and have 
no involvement with the daytoday 
management of the group peter bertram 
had indicated that he would not stand 
for reelection at the 2008 agm and 
corporate governance statement
and the stewardship of its resources 
this is achieved by regular review of 
the key activities of the group through 
the monthly management accounts 
detailed reports and presentations 
a board pack comprising information to 
be reviewed and discussed is forwarded 
to all board members in advance of the 
monthly meetings to allow the directors 
to be fully prepared on a daily basis the 
directors receive an email summary of 
the previous day’s sales with cumulative 
monthly figures and budget comparison 
additionally the board receives analyst 
and broker reports and is updated on 
any movements in major shareholdings 
there is also a formal schedule of matters 
reserved for consideration and approval 
by the board specific responsibilities 
have been delegated to board 
committees as described below 
the company secretary reports to the 
board and advises individual directors 
as required on board procedures 
and corporate governance matters 
a procedure also exists for directors to 
take independent professional advice 
at the company’s expense appropriate 
third party directors’ and officers’ 
insurance is maintained by the company
the board undertakes a critical evaluation 
of itself and its committees on an 
annual basis the company secretary 
prepared an independent assessment 
of the performance of the board and its 
committees during the year based on 
higgs performance evaluation guidance 
and this was discussed with the board in 
january 2009 
the board concurred with the 
performance evaluation and was satisfied 
with the work and support provided by 
its committees following a review of 
the schedule of matters reserved for the 
board and all of the committee’s terms 
of reference the board agreed that no 
changes were necessary
the main challenge facing the board 
during 2008 was achieving a balance 
between the various strategic decisions 
made and in the second part of the year 
managing the actions taken in the face 
of uncertain economic circumstances 
these decisions included growing the 
company with two acquisitions in the  o2o plc report and accounts 2008 23
first half of the year reorganising the 
management structure to enable growth 
into complementary business areas and 
diversifying further by entering into a 
partnership to provide a secure document 
destruction service at the same time 
decisions were taken to ensure the business 
remained efficient through a further 
streamlining of resource and a business 
process improvement plan the challenge 
necessitated formal and informal meetings 
in addition to the monthly scheduled 
meetings and the involvement of the 
company’s advisers and other external 
consultants where appropriate 
as in previous years the board has kept 
abreast of operational matters via formal 
presentations and informal meetings with 
senior management the board feels that 
this not only improves communications 
both in and out of the boardroom but also 
helps in its understanding of the business 
in turn the board has ensured that all 
employees are informed of the strategic 
and operational developments via the 
chief executive’s quarterly newsletter 
and regular email the board is also kept 
uptodate with changes in the regulatory 
environment in april 2008 macfarlanes 
llp  the company’s lawyers were invited 
to advise the board on the impact on the 
directors of the new companies act 2006 
ca 2006 additionally the company 
secretary briefs the board as new 
provisions of the ca 2006 come into force 
and on other regulatory developments
under ca 2006 directors must avoid 
any situations in which they have or 
could have a direct or indirect interest 
that conflicts with company interests 
following shareholder approval at the 
2008 agm for amendments to the 
articles the board has authority to 
approve any such conflict as appropriate
in accordance with the company’s articles 
no more than one third of the directors 
are required to retire at each agm and 
all directors are required to submit 
themselves for reelection at least once 
every three years directors appointed by 
the board during the year are required 
to retire at the first agm after their 
appointment and offer themselves for 
election accordingly chris batterham will 
offer himself for election at the next agm
going concern
the group has net current liabilities as at 
31 december 2008 the group has traded 
profitably since the balance sheet date 
with the profits generated contributing to 
the funding of the group’s working capital 
requirements in addition the group meets 
its daytoday working capital requirements 
through sufficient and appropriate credit 
facilities that are committed until april 
2013 the group’s forecasts indicate that 
it is able to operate within the level of 
its current facilities for the foreseeable 
future accordingly the directors having 
made appropriate enquiries consider it 
reasonable to assume that the group and 
the company have adequate resources to 
continue for the foreseeable future and 
for this reason have continued to adopt 
the going concern basis in preparing the 
financial statements
committees of the board
specific responsibilities are delegated 
to subcommittees of the board the 
composition of these subcommittees is 
provided below together with reference to 
reports on their activities all other decisions 
are taken collectively by the board
the nomination committee is 
responsible for reviewing the size 
structure and composition of the board 
and making recommendations to the 
board if it considers that any changes are 
required it keeps succession plans under 
review and has a formal procedure for 
appointments to the board and senior 
management team the nomination 
committee includes both independent 
nonexecutive directors and is chaired by 
david callear a report on its activities is 
given on page 26
the remuneration committee reviews 
and makes recommendations on the 
group’s overall remuneration policy 
including individual remuneration 
packages for executive directors the 
chairman and senior management it 
is also responsible for the review of the 
company’s share schemes and senior 
incentive plans the remuneration 
committee comprises the independent 
nonexecutive directors and where 
appropriate david callear and is 
chaired by jim cohen when necessary 
noncommittee members are invited to 
attend by prior arrangement a report on 
its activities is given on page 28
the audit committee assists the 
board in discharging its responsibilities 
effectively for financial reporting risk 
review and internal control it comprises 
the independent nonexecutive directors 
and is chaired by chris batterham who is 
a chartered accountant and has relevant 
financial expertise as described in his 
biography on page 17 noncommittee 
members and the external auditors are 
invited to attend by prior arrangement a 
report on its activities is given on page 27 o2o plc report and accounts 2008 24
each shareholder receives the annual 
report and financial statements 
containing the full year results and an 
interim report on the half year results 
following the announcement of results 
presentations are given to the investment 
community in london and edinburgh 
the full year and half year reports and 
presentations are made available on the 
company’s website wwwoffice2office
couk additionally and in accordance 
with the disclosure and transparency 
rules interim management statements 
were released via the rns news service in 
april and october 2008
the company’s agm takes place in 
norwich and formal notification together 
with the annual report and financial 
statements is sent to shareholders at 
least 20 working days in advance of the 
meeting all board members are available 
formally during the agm and informally 
afterwards for questions each item of 
business is the subject of a separate 
resolution the collection and analysis of 
the proxy votes is handled independently 
by the company’s registrars the 
chairman announces the results of the 
proxy votes after shareholders have voted 
on a show of hands these results are 
subcommittees of the board met on an 
additional 8 occasions during the year 
relating specifically to the acquisition of 
triplearc plc
as board packs are issued in advance of 
the board meetings all directors are kept 
informed of the matters to be discussed 
and have the opportunity to make their 
views known to the chairman prior to 
the meeting if they are unable to attend 
minutes of meetings are circulated to 
the respective members of the board 
or committees
directors’ remuneration
the directors’ remuneration report 
on pages 28 to 32 includes details 
of remuneration policies and the 
remuneration of directors
relationship with shareholders
the board led by the chairman recognises 
the importance of effective communication 
and accountability to all shareholders and 
is kept informed of their views through 
frequent contact with the housebrokers 
and feedback from direct communications 
with and presentations to institutional 
investors and fund managers 
corporate governance statement continued
also made available on the company’s 
website details of the 2009 agm are set 
out in the notice of the meeting enclosed 
with this report
in accordance with the fsa regulations 
on class 1 transactions a general meeting 
was convened in may 2008 in london 
to obtain shareholder approval for the 
acquisition of triplearc plc approval was 
unanimous and the results are available 
on the company’s website
the chairman and the senior independent 
director are available to shareholders on 
all matters relating to governance and 
strategy all members of the board may be 
contacted through the company’s website
internal control
the board has overall responsibility for 
the group’s systems of internal controls 
and delegates the annual review of 
internal control processes and their 
effectiveness to the audit committee 
the internal control systems are designed 
to meet the group’s needs and address 
the risks to which it is exposed such 
systems mitigate rather than eliminate 
the risks faced by the business and can 
only provide reasonable and not absolute 
attendance at meetings
the number of full board meetings and committee meetings attended by each director in 2008 was as follows
  remuneration audit nomination 
 full board committee committee committee
 held attended held attended held attended held attended
chairman 
d j callear 11 11 4 4 4 4 2 2
executive directors
s r moate  11 11 4 2 4 3 2 1
m a cunningham 11 11 4  4 4 2 1
non–executive directors
j l cohen 11 11 4 4 4 3 2 2
c m batterham appointed 27 june 2008 6 5 1 1 2 2  
p m bertram resigned 24 april 2008 4 3 3 2 2 2  
  by invitation 
 maximum number of meetings that could be attended due to timing of appointmentresignation 
  senior independent nonexecutive director o2o plc report and accounts 2008 25
assurance against material misstatement 
or loss necessary actions are taken 
to remedy any significant failings or 
weaknesses as they are identified when 
the board reviews the effectiveness of 
the system of internal control
the key elements of the group’s 
procedures and internal financial control 
framework are
the close involvement of the executive 
directors in all aspects of the daytoday 
operations including regular meetings 
with senior staff from across the 
group and a review of the monthly 
operational reports compiled by 
senior management
clearly defined responsibilities and 
limits of authority the board has 
responsibility for strategy and has 
adopted a schedule of matters which 
are required to be brought to it 
for decision
a comprehensive system of 
financial reporting forecasting and 
budgeting detailed budgets are 
prepared annually for all parts of the 
business reviews occur through the 
management structure culminating in 
a group budget which is considered 
and approved by the board
group management accounts are 
prepared monthly and submitted to 
the board for review variances from 
budget and prior year are closely 
monitored and explanations are 
provided for significant variances 
detailed expense reports with 
comparisons against budget are issued 
monthly to cost centre managers to 
assist in cost control 
a continuous process for identifying 
evaluating and managing significant 
risks across the group together with a 
comprehensive annual review of risks 
which covers both financial and non
financial areas and
an annual review of insurance cover 
for the group including a review of 
disaster recovery plans for it and the 
warehouses the significant risks facing 
the business are considered to be the 
loss of a large customer or a major 
interruption of warehouse operations 
or it services
●
●
●
●
●
●
this process is in accordance with the 
turnbull guidance and has been in place 
throughout the year under review and 
up to the date of approval of the annual 
report and financial statements
corporate social responsibility 
measures to ensure responsible business 
conduct and the identification and 
assessment of risks associated with 
social ethical and environmental matters 
are managed in conjunction with all 
other business risks and reviewed at 
regular meetings of the board and 
senior management 
the company has recently launched 
a new csr initiative entitled ‘good for 
you good for us good for everyone’ 
which aims to combine added value for 
customers with tangible benefits for the 
business and the environment
a summary report on the group’s policies 
and objectives for csr is set out on pages 
14 to 16
d rodwell 
company secretary
25 february 2009 o2o plc report and accounts 2008 26
main activities of the 
nomination committee
in 2008 the nomination committee met 
on two occasions for the sole purpose 
of finding a successor to peter bertram 
as nonexecutive director following 
approaches and initial interviews 
the committee arranged for the 
shortlisted candidates to meet with 
the chief executive prior to a formal 
recommendation being made to the 
board as the appointee would chair the 
audit committee due consideration 
was given to the requirements of the 
combined code and the financial 
reporting council’s guidance on audit 
committees chris batterham was 
appointed as nonexecutive director on 
27 june 2008
d j callear 
chairman of the nomination committee
25 february 2009
role of the nomination 
committee
the nomination committee is a 
subcommittee of the board and is 
responsible for all appointments to 
the board giving full consideration to 
succession plans and the leadership of 
the group it makes recommendations 
to the board of any changes to the board 
and its committees it considers necessary 
and also reviews the senior management 
structure the committee has a formal 
procedure for appointments to the board 
and senior management team which is 
available together with the committee’s 
terms of reference on the company’s 
website wwwoffice2officecouk
composition of the nomination 
committee
the nomination committee comprises 
the chairman and the independent 
nonexecutive directors the company 
secretary is secretary to the nomination 
committee the committee meets to 
deal with assignments in accordance 
with company needs and best practice in 
corporate governance 
nomination committee report o2o plc report and accounts 2008 27
main activities of the audit 
committee
the audit committee met on four 
occasions in 2008 with other board 
members and the auditors attending 
as required three of these meetings 
were to review the 2007 full year results 
and the 2008 half year results prior to 
recommending them to the board 
for approval the committee also 
reviewed the results announcements 
and presentations to investors and 
received reports from the external 
auditors on their work in december 
2008 the committee met pwc who set 
out their audit approach and procedures 
including matters relating to scope 
auditor independence and fees for the 
full year audit at the same meeting the 
committee reviewed the whistleblowing 
policy the risk register and considered 
the need for an internal audit function
review of risk management and 
internal control
the risk register profiles the group’s risk 
after taking into account any mitigating 
controls based on likelihood of 
occurrence and impact on the business 
the main risks are set out on pages 12 to 
13 of the business and financial review
internal audit function
the committee recognises that o2o 
is now a much enlarged group and 
a more complex structure operating 
in a considerably changed economic 
environment following the review of 
the risk register in december 2008 the 
committee has agreed that a structured 
approach to providing assurance on risk 
and control is now required and that an 
internal audit function would be the most 
appropriate way of achieving this it is 
intended to make a formal appointment 
as soon as possible
review of whistleblowing policy
no concerns were reported in the year 
and following a review of the policy 
the committee did not consider that 
any changes were necessary the policy 
is available on the company’s website 
wwwoffice2officecouk
role of the audit committee
the audit committee is a subcommittee 
of the board whose responsibilities include
reviewing the interim report the 
annual report and accounts results 
announcements of the group and any 
other formal announcements relating 
to the group’s financial performance 
and recommending them to the board 
for approval
reviewing the group’s systems 
of internal financial control risk 
management policies and procedures 
monitoring and reviewing the 
requirement for an internal audit function
considering the appointment of the 
external auditors overseeing the 
process for their selection and making 
recommendations to the board in 
relation to their appointment
monitoring and reviewing the 
effectiveness and independence of 
the external auditors agreeing the 
nature and scope of their audit their 
remuneration and considering their 
reports on the group’s accounts and 
systems of internal financial control and 
risk management and
monitoring the group’s whistle
blowing procedures
composition of the audit 
committee
the audit committee comprises both 
independent nonexecutive directors 
whose biographical details are included 
on page 17 and their remuneration 
on pages 28 to 32 chris batterham 
chairman of the audit committee is a 
chartered accountant noncommittee 
members and the company’s external 
auditors are invited to attend meetings 
as and when appropriate at least once 
each year representatives of pwc meet 
the audit committee without any 
executive directors being present the 
company secretary is secretary to the 
audit committee the committee’s terms 
of reference are available on the company’s 
website wwwoffice2officecouk
●
●
●
●
●
●
audit committee report
independence of external 
auditors
the audit committee monitors the 
independence and objectivity of pwc by 
keeping under review the relationship 
between the group and pwc and ensuring 
group policy is followed in relation to the 
provision of nonaudit services
the committee meets with the external 
auditors to review and approve audit 
scope and fees and obtain written 
confirmation of their independence 
following the audit the committee 
meets with pwc without the executive 
directors being present and also 
discusses the efficiency of the audit 
process with the executive directors
group policy on the provision of 
nonaudit services requires that other 
than for corporate taxation services 
approval is sought from the committee 
in advance of any engagement the 
committee will consider taking into 
account the scope of the work and level 
of fees involved whether the provision 
of such nonaudit services impairs the 
independence and objectivity of pwc
prior to their appointment to undertake 
the financial due diligence on the 
acquisition of triplearc plc the 
committee considered whether pwc’s 
independence would be impaired as the 
fees of £178000 were considerably larger 
than the normal annual audit fee for the 
group however as the due diligence was 
to be carried out by a separate team the 
committee considered that appointing 
pwc was the most appropriate choice
c m batterham 
chairman of the audit committee
25 february 2009 o2o plc report and accounts 2008 28
executive directors’ 
remuneration
remuneration policy in respect of 
executive directors is designed to ensure 
that the group achieves its potential and 
increases shareholder value in respect of 
basic salary the objective is to ensure that 
the group retains and attracts high calibre 
executives with the skills experience and 
motivation necessary to direct and manage 
the affairs of the group annual bonuses 
and long term incentive schemes are seen 
as an important part of each director’s total 
remuneration and are designed to drive 
and reward exceptional performance
the current remuneration package of 
the executive directors consists of basic 
salary annual bonus long term incentive 
schemes taxable benefits saye option 
schemes and pension arrangements 
these are described in more detail below
the executive directors’ basic salaries are 
reviewed annually by the committee 
taking into account the performance of the 
individual changes in their responsibilities 
the group’s performance against 
financial objectives and when deemed 
appropriate information from independent 
remuneration consultants’ sources on levels 
of salary for similar jobs in september 2008 
the committee recommended to the 
board an increase in the executive 
directors’ salaries to reflect their part in 
driving the board’s acquisitive strategy 
their increased executive responsibility of 
an enlarged group and the achievement 
of 2007 full year and 2008 half year results 
against a toughening economic backdrop
the annual cash bonus scheme for 
executive directors in 2008 was based 
on achieving profit targets and personal 
objectives the maximum bonus 
potential was 60 of basic salary the 
actual profit achieved was below these 
targets however simon moate and 
mark cunningham have each been 
awarded a bonus to recognise their 
performance in the restructuring and 
acquisition activity details of the bonuses 
paid are on page 30
each year the committee reviews the 
arrangements and may recommend 
different targets or performance 
conditions to keep the objectives aligned 
with shareholder interests 
this report has been prepared in 
accordance with the directors’ 
remuneration report regulations 2002 
it outlines the membership and workings 
of the remuneration committee 
together with details of directors’ 
remuneration in respect of the year 
ended 31 december 2008 in accordance 
with the regulations a resolution to 
approve this report will be proposed at 
the forthcoming agm
remuneration committee and 
its terms of reference
the remuneration committee is a 
subcommittee of the board and 
membership comprises the chairman 
and the nonexecutive directors who are 
independent of management and free 
from any business or other relationship 
which could interfere with the exercise 
of their independent judgement 
the chairman of the remuneration 
committee is jim cohen when necessary 
noncommittee members are invited 
to attend by prior arrangement the 
committee met four times in the year
the principal function of the committee 
is to make recommendations to the board 
regarding the company’s policy on the 
remuneration benefits and terms of 
employment of the executive directors 
and the chairman of the company in 
addition the committee assists the board 
in ensuring that the group’s executive 
management are recruited developed 
and remunerated in an appropriate 
fashion in determining remuneration 
packages and policies due regard is given 
to any legal requirements the provisions 
of the combined code 2006 the listing 
rules of the financial services authority 
and the directors’ remuneration report 
regulations 2002 the committee uses 
hewitt new bridge street consultants llp 
and macfarlanes llp as its professional 
advisers on executive remuneration and 
employee share schemes
the committee’s terms of reference are 
available on the company’s website 
wwwoffice2officecouk 
directors’ remuneration report
pension contributions of up to 10 of basic 
salary were made to the personal pension 
schemes of the current executive directors 
simon moate’s service agreement dated 
8 may 2007 with an effective appointment 
date of 30 july 2007  is terminable on 
12 months’ notice by either party with the 
right for the company to make a payment 
in lieu of salary and benefits excluding 
bonus for any unexpired period of notice 
mark cunningham’s service agreement 
of 23 june 2004 was amended with 
effect from 1 january 2008 to reflect a 
12 month notice period by either party 
with the right for the company to make 
a payment in lieu of salary and benefits 
excluding bonus for any unexpired period 
of notice his other terms and conditions of 
employment are unchanged
save as you earn share option 
scheme saye
the group operates an inland revenue 
approved saye scheme open to all 
employees and in which both executive 
directors participate details are provided 
on page 32
long term incentive plans
the company currently operates a long 
term incentive plan the performance 
share plan psp as detailed below the 
company also has a deferred share 
bonus plan dsbp which has been 
inactive since inception both these 
plans were approved by shareholders in 
november 2005 following a review by an 
independent adviser and consultation 
with shareholders and the association 
of british insurers abi in line with abi 
guidelines awards granted under this plan 
are subject to dilution limits 
performance share plan 
the psp rules allow awards over ordinary 
shares subject to performance criteria 
as detailed below and vesting in three 
years to be made to individuals in any 
year of a value of up to 100 of basic 
salary in exceptional circumstances the 
remuneration committee has discretion 
to increase the award to up to 200 
of basic salary in accordance with the 
scheme rules the number of ordinary 
shares awarded are calculated by reference  o2o plc report and accounts 2008 29
to the three day average of the closing 
midmarket quotation of the company’s 
share price prior to the award date the 
exercise price of options under the psp 
scheme is 01p per share
mark cunningham currently holds 
awards over 212705 ordinary shares 
following grants made in december 2005 
april 2006 and april 2008 based on an 
average share price of 2560p 24767p and 
16875p respectively 
simon moate currently holds awards 
over 366406 ordinary shares following 
grants made in september 2007 and 
april 2008 based on an average share 
price of 1890p and 16875p respectively 
in september 2008 as part of his salary 
review the remuneration committee 
recommended that an additional award 
is made to simon moate representing 
50 of his salary however the company 
has been in a prohibited period since this 
recommendation and the award is likely to 
be made after the announcement of the 
preliminary results in february 2009 further 
details of the awards are given on page 31 
and in note 26 to the financial statements
the psp will reward participants by 
reference to performance criteria based 
in equal proportion on i a comparative 
measure of total shareholder return 
tsr against the companies in the ftse 
small cap index and ii the company’s 
earnings per share eps growth the 
combined use of tsr and eps targets is 
intended to incentivise participants to 
deliver substantial real earnings growth 
in addition to generating above market 
returns for shareholders 
the portion of any award based on tsr 
will other than as discussed below vest 
25 for median performance with full 
vesting at the upper quartile level and 
the proportion vesting increasing on a 
straightline basis between these points 
tsr will be measured over a three year 
performance period
the balance of the award will be based 
on the company’s eps growth for 
awards granted in 2005 and 2006 this 
part of the award will vest 25 if eps 
grows by an average of 4 per annum 
more than the increase in rpi over a three 
year performance period if eps grows by 
an average of 15 per annum more than 
the increase in rpi over the period this 
portion of the award will vest in full 
the psp award granted to simon 
moate on joining the company was an 
enhanced award that portion based on 
tsr will vest 40 for median performance 
with full vesting at the upper quartile 
that portion based on eps will vest 50 
if eps grows by an average of 4 per 
annum more than the increase in rpi over 
a three year performance period if eps 
grows by an average of 8 per annum 
more than the increase in rpi over the 
same period this portion of the award 
will vest in full 
having consulted with the major 
institutional investors the abi and 
research recommendations and 
electronic voting rrev in november 
2007 the remuneration committee 
reassessed the performance conditions to 
provide a common incentive to the senior 
management team as such for the psp 
awards granted in april 2008 that portion 
based on eps will vest 50 if eps grows 
by an average of 4 per annum more 
than the increase in rpi over a three year 
performance period if eps grows by an 
average of 8 per annum more than the 
increase in rpi over the same period this 
portion of the award will vest in full
for eps growth between the lower 
and upper levels quoted above the 
proportion vesting will increase on a 
straightline basis eps growth will be 
measured over a three year period
in the event of a takeover all awards 
granted under the psp vest or 
become exercisable to the extent 
that the performance targets have 
been achieved as determined by the 
remuneration committee in the event 
of a reorganisation the awards may be 
exchanged for options over shares in the 
new holding company on such terms 
determined by the committee
the initial tranche of awards granted in 
december 2005 vested in december 
2008 to the extent that over the three 
year period an eps growth of 2812 had 
been achieved this equated to 364 
of the award under the eps element 
vesting being a total of 20921 shares 
to 7 participants 2987 of these shares 
related to mark cunningham but due to 
the current prohibited period have yet to 
be exercised no awards vested under the 
tsr element
chairman and nonexecutive 
directors
david callear’s and jim cohen’s service 
agreements were renewed during 2007 
to run for a further three years ending on 
28 june 2010 chris batterham’s service 
agreement which commenced on 
27 june 2008 also runs for three years and 
ends on 26 june 2011 all of these service 
agreements are terminable on three 
months’ notice by either the company or 
the relevant director the chairman’s and 
nonexecutive directors’ remuneration is 
nonpensionable
the remuneration of the nonexecutive 
directors is determined by the chairman 
and the executive directors and the 
remuneration of the chairman is 
determined by the remuneration 
committee in both cases and following 
consultation with hewitt new bridge 
street consultants llp  salary increases 
were awarded in april 2008 to reflect 
the increased time commitment and 
responsibilities of the roles
the chairman and nonexecutive 
directors are not eligible to participate 
in any of the company’s share option or 
group bonus schemes o2o plc report and accounts 2008 30
performance graph
the graph below shows o2o’s total shareholder return performance compared to the ftse small cap index of which o2o was until 
17 december 2007  a constituent member the values indicated in the graph show the share price growth plus reinvested dividends from 
a £100 hypothetical holding of ordinary shares in o2o and in the index from flotation to 31 december 2008
29 june 2004 to 31 december 2008
directors’ remuneration earned in 2008 – audited
the emoluments of the directors excluding pension contributions are shown below
 2008 2008 2008 2008 2007 
 salary allowances and  annual total total 
 fees benefits in kind bonus   
 £000 £000 £000 £000 £000
chairman
d j callear  139   139 213
executive
m a cunningham  159 11 12 182 219
s r moate appointed july 2007  241 10 15 266 180
subtotal  400 21 27 448 399
non–executive
j l cohen  56   56 52
c m batterham appointed june 2008  25   25 
p m bertram resigned april 2008  18   18 48
subtotal  99   99 100
total  638 21 27 686 712
other allowances and benefits in kind provided to executive directors comprise car benefits family private health care permanent 
health insurance and life assurance at the rate of four times annual salary
no amounts have been waived in the current or prior year 
in addition to the amounts disclosed above in 2007  £146000 was paid to r c peck former chief executive who resigned in february 2007
directors’ remuneration report continued
jun 2004
0
20
40
60
80
100
120
140
160
180
200
aug 2004
oct 2004
dec 2004
feb 2005
apr 2005
aug 2005
oct 2005
dec 2005
jun 2005
feb 2006
apr 2006
aug 2006
oct 2006
dec 2006
jun 2006
feb 2007
apr 2007
aug 2007
oct 2007
dec 2007
jun 2007
feb 2008
apr 2008
aug 2008
oct 2008
dec 2008
jun 2008
oce2oce ftse small cap o2o plc report and accounts 2008 31
directors’ pensions – audited
pension contributions reflect amounts payable to defined contribution personal pension schemes
the contributions payable to personal pension schemes in the year are shown below
 pension contributions
    2008 2007
m a cunningham     16 15
s r moate appointed july 2007     24 9
    40 24
directors’ interests – unaudited
the beneficial interests of the directors and their immediate families in the share capital of o2o at the year end are set out below
 number of ordinary shares
    2008 2007
d j callear     350991 350991
m a cunningham     1086562 1086562  
s r moate     11000 11000
    1448553 1448553
there have been no changes in the directors’ interests between 31 december 2008 and the date of this report
no director had any material interest in any contract of significance with the group during the period under review the directors 
confirm that they have not given any pledges of o2o shares
long term incentive plans – audited
awards granted to directors under the psp were as follows
       exercise 
      price per exercisable expiry 
 1 jan 08 granted exercised lapsed 31 dec 08 share from date
m a cunningham
2005 psp award  16406   13419 2987 01p 211208 210609
2006 psp award  21605    21605 01p 240409 241009
2008 psp award   188113   188113 01p 240411 241011
 38011 188113   13419 212705    
s r moate
2007 psp award  232907    232907 01p 110910 110311
2008 psp award   133499   133499 01p 240411 241011
 232907 133499    366406    
the awards granted during the year were made on 24 april 2008 the market price of ordinary shares at the date of grant was 17125p o2o plc report and accounts 2008 32
beneficial options granted to directors under the saye scheme were as follows 
       exercise 
      price per exercisable expiry 
 1 jan 08 granted exercised lapsed 31 dec 08 share from date
m a cunningham  5521   5521  1716p 011207 310508
   8039   8039 1 194p 010511 301111
s r moate   14069   14069 1 194p 010513 301113
lapsed awards were not exercised due to the share price at the end of the exercise period being lower than option price 
the closing market price of ordinary shares at 31 december 2008 was 655p the shares traded in the range 625p to 195p during the year
the details and the performance criteria in respect of the above schemes are discussed on pages 28 and 29
j l cohen 
chairman of the remuneration committee
25 february 2009
directors’ remuneration report continued o2o plc report and accounts 2008 33
financial statements the information given 
in the directors’ report includes that specific 
information presented in the chairman’s 
statement the chief executive’s review 
and the business and financial review that 
is cross referred from the business review 
section of the directors’ report 
in addition we report to you if in our 
opinion the company has not kept 
proper accounting records if we have 
not received all the information and 
explanations we require for our audit or 
if information specified by law regarding 
directors’ remuneration and other 
transactions is not disclosed
we review whether the corporate 
governance statement reflects the 
company’s compliance with the nine 
provisions of the combined code 2006 
specified for our review by the listing rules 
of the financial services authority and we 
report if it does not we are not required to 
consider whether the board’s statements on 
internal control cover all risks and controls or 
form an opinion on the effectiveness of the 
group’s corporate governance procedures 
or its risk and control procedures
we read other information contained in 
the annual report and consider whether 
it is consistent with the audited financial 
statements the other information 
comprises only the chairman’s statement 
the chief executive’s review the business 
and financial review the corporate social 
responsibility statement the directors’ 
report the corporate governance 
statement the nomination committee 
report the audit committee report 
and the unaudited part of the directors’ 
remuneration report we consider the 
implications for our report if we become 
aware of any apparent misstatements or 
material inconsistencies with the financial 
statements our responsibilities do not 
extend to any other information
basis of audit opinion
we conducted our audit in accordance with 
international standards on auditing uk and 
ireland issued by the auditing practices 
board an audit includes examination on 
a test basis of evidence relevant to the 
amounts and disclosures in the financial 
statements and the part of the directors’ 
remuneration report to be audited it also 
we have audited the group and parent 
company the company financial 
statements the financial statements 
of office2office plc for the year ended 
31 december 2008 which comprise the 
consolidated income statement the 
consolidated and company balance 
sheets the consolidated and company 
statements of changes in shareholders’ 
equity the consolidated and company 
cash flow statements the significant 
accounting policies and the related 
notes these financial statements have 
been prepared under the accounting 
policies set out therein we have also 
audited the information in the directors’ 
remuneration report that is described as 
having been audited
respective responsibilities of 
directors and auditors
the directors’ responsibilities for 
preparing the annual report the 
directors’ remuneration report and the 
financial statements in accordance with 
applicable law and international financial 
reporting standards ifrss as adopted 
by the european union are set out in the 
statement of directors’ responsibilities
our responsibility is to audit the financial 
statements and the part of the directors’ 
remuneration report to be audited 
in accordance with relevant legal and 
regulatory requirements and international 
standards on auditing uk and ireland 
this report including the opinion has been 
prepared for and only for the company’s 
members as a body in accordance with 
section 235 of the companies act 1985 and 
for no other purpose we do not in giving 
this opinion accept or assume responsibility 
for any other purpose or to any other person 
to whom this report is shown or into whose 
hands it may come save where expressly 
agreed by our prior consent in writing
we report to you our opinion as to whether 
the financial statements give a true and fair 
view and whether the financial statements 
and the part of the directors’ remuneration 
report to be audited have been properly 
prepared in accordance with the companies 
act 1985 and as regards the group financial 
statements article 4 of the ias regulation 
we also report to you whether in our 
opinion the information given in the 
directors’ report is consistent with the 
independent auditors’ report to the members 
of office2office plc
includes an assessment of the significant 
estimates and judgements made by the 
directors in the preparation of the financial 
statements and of whether the accounting 
policies are appropriate to the group’s and 
the company’s circumstances consistently 
applied and adequately disclosed
we planned and performed our audit 
so as to obtain all the information and 
explanations which we considered 
necessary in order to provide us with 
sufficient evidence to give reasonable 
assurance that the financial statements 
and the part of the directors’ 
remuneration report to be audited are 
free from material misstatement whether 
caused by fraud or other irregularity or 
error in forming our opinion we also 
evaluated the overall adequacy of the 
presentation of information in the financial 
statements and the part of the directors’ 
remuneration report to be audited
opinion
in our opinion
the group financial statements give a 
true and fair view in accordance with 
ifrss as adopted by the european 
union of the state of the group’s affairs 
as at 31 december 2008 and of its profit 
and cash flows for the year then ended
the company financial statements 
give a true and fair view in accordance 
with ifrss as adopted by the european 
union as applied in accordance with the 
provisions of the companies act 1985 
of the state of the company’s affairs as 
at 31 december 2008 and cash flows for 
the year then ended
the financial statements and the part 
of the directors’ remuneration report 
to be audited have been properly 
prepared in accordance with the 
companies act 1985 and as regards the 
group financial statements article 4 of 
the ias regulation and
the information given in the 
directors’ report is consistent with the 
financial statements
pricewaterhousecoopers llp 
chartered accountants and registered 
auditors 
norwich
25 february 2009
●
●
●
● o2o plc report and accounts 2008 34
consolidated income statement for the year ended 31 december 2008
2008 2007
note £000 £000
revenue 3 180999 167862
cost of sales 4 124168 114276
gross profit 56831 53586
distribution costs 4 20082 22082
administrative expenses 4 25783 22386
operating profit 10966 9118
finance income 190 512
finance costs 1549 627
finance costs  net 8 1359 115
profit before income tax 9607 9003
analysed as
underlying profit before income tax 12066 11579
share option expense 26 23 243
exceptional and nonrecurring costs 5 1812 2333
amortisation 13 624 
profit before income tax 3 9607 9003
income tax expense 9 2995 2733
profit for the year attributable to equity shareholders 27 6612 6270
earnings per ordinary share attributable to equity shareholders
basic 11 185p 174p
diluted 11 185p 173p
 profit before income tax exceptional and nonrecurring costs amortisation and share option expense
all amounts relate to continuing operations including the impact of business combinations arising during the year 
the company has elected to take exemption under section 230 of the companies act 1985 to not present the parent company’s income
statement the profit for the parent company for the year was £4276000 2007 £4275000 o2o plc report and accounts 2008 35
consolidated and parent company balance sheets 
as at 31 december 2008
2008 2007 2008 2007
note £000 £000 £000 £000
assets
noncurrent assets
intangible assets 13 56150 13607  
property plant and equipment 12 2599 1740  
investments in subsidiaries 14   7705 7682
deferred income tax asset 15 1197 1316  
59946 16663 7705 7682
current assets
inventories 16 8371 6513  
trade and other receivables 17 26713 20052 9303 8861
cash and cash equivalents 18 2691 6963 159 1
37775 33528 9462 8862
total assets 97721 50191 17167 16544
equity
capital and reserves attributable to equity holders of the company
ordinary shares 25 363 363 363 363
share premium account 27 5009 5009 5009 5009
other reserves 27 286 46  
retained earnings 27 14502 11489 11769 11109
total equity 20160 16907 17141 16481
noncurrent liabilities
borrowings 20 25374 410  
provisions 23 2143 602  
retirement benefit liability 24 1044 1133  
28561 2145  
current liabilities
trade and other payables 19 40465 30242 26 25
borrowings 20 6978 177  
current income tax liabilities 22 1557 720  38
49000 31139 26 63
total liabilities 77561 33284 26 63
total equity and liabilities 97721 50191 17167 16544
 restated to reflect the presentation of the balance sheet showing total assets and total equity and liabilities and in respect of the company
the adoption of ifric 11
the financial statements comprising the consolidated income statement the consolidated and parent company balance sheets the
consolidated and parent company statements of changes in shareholders’ equity the consolidated and parent company cash flow
statements the significant accounting policies and the notes to the financial statements were approved for issue by the board of directors 
on 25 february 2009 
d j callear
chairman
25 february 2009

consolidated company o2o plc report and accounts 2008 36
consolidated statement of changes in shareholders’
equity for the year ended 31 december 2008
share
ordinary premium other retained total 
shares account reserves earnings equity
note £000 £000 £000 £000 £000
balance at 1 january 2007 363 5009 11 9472 14833
currency translation differences   57  57
net income recognised directly in equity   57  57
profit for the period    6270 6270
total recognised income for the period ended 31 december 2007   57 6270 6327
employee share options
 value of employee services    232 232
 deferred tax on share options    49 49
 proceeds from exercise of share options    2 2
purchase of shares by employee benefit trust    958 958
deferred tax charged directly to equity upon change of    24 24
united kingdom corporation tax rate
dividends and other appropriations
 ordinary shares 10    3456 3456
  57 2017 2074
balance at 31 december 2007 363 5009 46 11489 16907
share
ordinary premium other retained total 
shares account reserves earnings equity
note £000 £000 £000 £000 £000
balance at 1 january 2008 363 5009 46 11489 16907
currency translation differences   240  240
net income recognised directly in equity   240  240
profit for the period    6612 6612
total recognised income for the period ended 31 december 2008   240 6612 6852
employee share options
 value of employee services    45 45
 deferred tax on share options    5 5
sale of shares by employee benefit trust    37 37
dividends and other appropriations
 ordinary shares 10    3676 3676
  240 3013 3253
balance at 31 december 2008 363 5009 286 14502 20160  o2o plc report and accounts 2008 37
share
ordinary premium retained total 
shares account earnings equity
note £000 £000 £000 £000
balance at 1 january 2007
 as previously stated 363 5009 9152 14524
 prior year adjustment in respect of ifric 11 share options   1853 1853
 as restated 363 5009 11005 16377
profit for the period   4275 4275
total recognised income for the period ended 31 december 2007   4275 4275
credit to reserves for share based payments   243 243
purchase of shares by employee benefit trust   958 958
dividends and other appropriations
 ordinary shares 10   3456 3456
  104 104
balance at 31 december 2007 363 5009 11109 16481
share
ordinary premium retained total 
shares account earnings equity
note £000 £000 £000 £000
balance at 1 january 2008 363 5009 11109 16481
profit for the period   4276 4276
total recognised income for the period ended 31 december 2008   4276 4276
credit to reserves for share based payments   23 23
sales of shares by employee benefit trust   37 37
dividends and other appropriations
 ordinary shares 10   3676 3676
  660 660
balance at 31 december 2008 363 5009 11769 17141 
parent company statement of changes in shareholders’
equity for the year ended 31 december 2008 o2o plc report and accounts 2008 38
consolidated and parent company cash flow statements
for the year ended 31 december 2008
2008 2007 2008 2007
note £000 £000 £000 £000
cash flows from operating activities 
cash generated fromused in operations 28 5636 8394 441 238
interest received 190 512 276 313
interest paid 1487 595  
interest element of finance lease repayments 62 32  
income tax paid 2030 2857 38 
net cash generated fromused in operating activities 2247 5422 203 75
cash flows from investing activities
purchase of property plant and equipment 307 184  
acquisition of subsidiaries including overdrafts 21438   
dividends received   4000 4000
net cash used ingenerated from investing activities 21745 184 4000 4000
cash flows from financing activities
finance lease principal payments 219 151  
increase in borrowings 25000   
repayment of borrowings 12613   
salepurchase of shares by employee benefit trust 37 958 37 958
dividends paid to company’s equity shareholders 10 3676 3456 3676 3456
net cash generated fromused in financing activities 8529 4565 3639 4414
net decreaseincrease in cash and cash equivalents 10969 673 158 339
cash and cash equivalents at 1 january 6963 6290 1 340
cash cash equivalents and bank overdrafts at 31 december 18 4006 6963 159 1
net debtfunds at 31 december comprises
2008 2007 2008 2007
£000 £000 £000 £000
cash cash equivalents and bank overdrafts 4006 6963 159 1
finance leases 655 587  
bank loans 25000   
net debtfunds at 31 december 29661 6376 159 1
net cash outflow from acquisition of subsidiaries which comprises the cost of the acquisitions bank overdrafts and loans was £34051000
consolidated company
consolidated company o2o plc report and accounts 2008 39
significant accounting policies for the year ended 31 december 2008
general information
office2office plc the company and
its subsidiaries the group provide
managed procurement services and
business critical services the group
operates in the united kingdom and
republic of ireland during the year
the group acquired control of
triplearc plc and accord office
supplies limited accord for details
of the activities of triplearc plc and
accord refer to note 31 
the company is a public limited
company which is listed on the
london stock exchange and is
incorporated and domiciled in the
uk the address of its registered
office is st crispins duke street
norwich nr3 1pd
the principal accounting policies
applied in the preparation of these
consolidated financial statements are
set out below these policies have
been consistently applied to all the
years presented unless otherwise
stated
basis of preparation
the consolidated financial statements
of office2office plc have been
prepared in accordance with
international financial reporting
standards as adopted by the
european union ifrss as adopted by
the eu ifric interpretations and the
companies act 1985 and 2006 as
applicable to companies reporting
under ifrs the consolidated financial
statements have been prepared
under the historical cost convention
the preparation of financial
statements in conformity with ifrs
requires the use of certain critical
accounting estimates it also requires
management to exercise its
judgement in the process of applying
the group’s accounting policies the
areas involving a higher degree of
judgement or complexity or areas
where assumptions and estimates are
significant to the consolidated
financial statements are disclosed in
note 2
recent accounting developments
standards amendments and
interpretations effective in 2008 and
relevant to the group’s operations


Summary:
 o2o plc report and accounts 2008  financial highlights
 2008 2007
 revenue £ 8 0m £167 9m
 underlying profit before tax £ 2 m £1 16m
 profit before tax £96m £90m
 basic earnings per share  85p 17 4p
 net debtfunds £297m £64m
  final dividend proposed – 
payable  2 may 2009
 £27m
 75p per share
 £24m
 68p per share
profit before tax exceptional and nonrecurring costs of £18m 2007 £23m nil share option charges 2007 £02m and amortisation of intangibles 
relating to acquisitions in the year of £06m 2007 nil