europe’s leader in
rigid plastic packaging
rpc group plc
lakeside house
higham ferrers
northants nn10 8rp
tel 44 0 1933 410064
fax 44 0 1933 410083
wwwrpcgroupcom
typeset and printed by
park communications london
report and accounts 2008
rpc group plc report  accounts 2008 contents
financial highlights 1
statement by the chairman 2
statement by the chief executive 3
geographic locations 7
principal subsidiaries 8
directors’ biographies 9
business review 10
report of the directors 17
remuneration report 29
statement of directors’ responsibilities 39
independent auditors’ report 40
consolidated income statement 41
consolidated statement of recognised income and 
expense 41
consolidated balance sheet 42
consolidated cash flow statement 43
company statement of 
recognised income and expense 44
company balance sheet 45
company cash flow statement 46
notes to the financial statements 47
ten year financial record 84
financial calendar 84
notice of annual general meeting 85
explanatory notes 88
registered office
lakeside house
higham ferrers
northants nn10 8rp
website
wwwrpcgroupcom
registered auditors
kpmg audit plc
1 waterloo way
leicester le1 6lp
solicitors
ashurst
broadwalk house
5 appold street
london ec2a 2ha
joint financial advisers
n m rothschild  sons limited
new court
st swithins lane
london ec4p 4du
jpmorgan cazenove limited
20 moorgate
london ec2r 6da
registrars
equiniti
aspect house
spencer road
lancing
west sussex bn99 6da
principal bankers
commerzbank ag
60 gracechurch street
london ec3v 0hr
royal bank of scotland
135 bishopsgate
london ec2m 3ur
joint stockbrokers
jpmorgan cazenove limited
20 moorgate
london ec2r 6da
panmure gordon  co
moorgate hall
155 moorgate
london ec2m 6xb
this report and accounts including the business
review and statements by the chairman and chief
executive has been prepared solely for rpc group plc’s
shareholders as a body the company its directors
employees agents or advisers do not accept
responsibility to any other person and any such
responsibility or liability is expressly disclaimed
the business review and other statements within the
report and accounts contain forwardlooking
statements which
– have been made by the directors in good faith based
on the information available to them up to the time
of their approval of the report and accounts and
– should be treated with caution due to the inherent
uncertainties including both economic and business
risk factors underlying such forwardlooking
information
the company undertakes no obligation to update these
forwardlooking statements and nothing in the report
and accounts should be construed as a profit forecast
rpc group plc
rpc group is europe’s leading manufacturer of rigid
plastic packaging and is unusual in that it is able to offer
products made by all three conversion processes blow
moulding injection moulding and thermoforming it has
50 operations in 13 countries and employs over 6900
people rpc services a comprehensive range of customers
– from the largest european manufacturers of consumer
products to the smallest national businesses it has
particularly strong positions in the beauty and personal
care sector the vending and drinking cup market the
margarine industry and in multilayer sheet and packs for
oxygen sensitive food products our objectives are to
further strengthen rpc’s position in these and other
sectors of the european market where we can have a
significant presence in the market be in the forefront in
product design and development and have sufficient size
to enable us to optimise our production process this
strategy we believe will produce a satisfactory return for
our shareholders and the best possible security for our
employees suppliers and customers
directors
j p williams ma bcomm
nonexecutive chairman
r j e marsh ba
chief executive
m j b green fca
senior independent director
p hilton ma phd
p j h hole bsc
drs h j kloeze
s rojahn dipling msie
independent nonexecutive director
c h sworn ma phd fca
drs p r m vervaat rc
appointed 1 november 2007
finance director
d j wilbraham bsc phd
independent nonexecutive director
p s wood fca
independent nonexecutive director
company secretary
rebecca k joyce ba aca acis financial highlights
●
record sales up 77 and adjusted operating profit
up 66 achieved in a challenging environment
●
adjusted eps improved to 215p 2007 206p
●
basic eps of 44p 2007 132p due to significant
restructuring costs and impairment charges
●
cost pressures being met by determined action on
operational efficiencies and on underperforming
businesses
●
improving trend in revenue and margins in the
second half
●
pim vervaat appointed as finance director on
1 november 2007
●
71 increase in total dividend to 90p 2007 84p
with recommended final dividend up to 61p
2007 57p
rpc group annual report and accounts 2008 1
turnover £m adjusted operating profit £m
0
100
200
300
400
500
600
700
2004 2005 2006 2007 2008
0
5
10
15
20
25
30
35
40
2004 2005 2006 2007 2008 2 rpc group annual report and accounts 2008
statement by the chairman
as i am stepping down as chairman at
the agm i have decided to revert to a
more conventional format and make
this separate statement
the chief executive’s statement that
follows this outlines rpc’s progress last
year trading was challenging largely
because of input cost pressures
particularly for polymers nevertheless
rpc reported an improvement in
adjusted operating profit and ended the
year in a strong financial position
despite incurring significant
restructuring and closure costs rpc
also continued to deliver on its
strategy growing organically and by
acquisition and building its market and
technology leadership position in
europe in my judgement these are
excellent results in the circumstances
and are ahead of the latest market
estimates they also compare very
favourably with our european industry
peer group
unfortunately despite good strategic
execution and operational
management there has been only
limited progress in underlying earnings
per share over recent years this is
primarily due to the unprecedented and
unrelenting rise in polymer costs and to
the difficulties recovering these and
other cost increases from our
customers over the last five years
polymer prices have increased by
approximately 80 despite our
improved efficiencies and the strong
growth in specialist products polymer
costs now represent 33 of our
revenue compared with 25 five years
ago price increases over this period
have not kept pace underrecovering
the rapid escalation in input costs
including polymers thankfully our
focus on improving the product mix
towards more specialised higher added
value packaging and at making
significant operational improvements
has limited the decline in our adjusted
operating profit margin to 1
this resilience is a consequence of
rpc’s longterm strategic development
a little over a decade ago we were a
uk based company producing mainly
commodity products with no presence
in continental europe over the last ten
years we have built by acquisition and
investment a very strong continental
european business which includes a
european leader in specialist rigid
plastics packaging the rising profits
from our rapidly growing specialist
business have largely offset the
deterioration in the profitability of our
commodity businesses as a result of
these sustained cost pressures the
latter includes of course most of our
original uk businesses
this brings me to my decision to step
down some large shareholders have
over the last few months indicated
their disappointment with the group’s
recent lack of progress and have
expressed concerns about our strategy
management and the board whilst i
believe their concerns to be unjustified
and result from the very difficult
trading environment in which rpc has
operated for some time i and the rest
of the board accept that over the last
few years there has been limited
progress in underlying earnings per
share and share shareholders’
frustration with the group’s recent
share price performance against this
background and in order to restore
shareholder confidence the board has
launched a strategic review including a
full property valuation which will
consider all options available to rpc to
maximise shareholder value in coming
to this decision i have concluded that
this will be best accomplished by
appointing a new set of independent
eyes in my role
we are therefore following due process
to find my replacement as quickly as
possible and hope to have the
appointment announced by the
upcoming agm this should permit the
new chairman to participate in the
review process and to act on its
conclusions as appropriate
the strategic review will be completed
as quickly as possible and the present
strategic direction reconfirmed or a
new direction established given
current industry conditions there are an
unusually large number of attractive
businesses potentially available at
reasonable prices if the strategy
remains to participate in industry
consolidation rpc must avail itself of
this window of opportunity for this
reason and to minimise uncertainty
amongst the management team and
the rest of our employees urgency is
important
the last few years have been
exceptionally difficult for the plastics
packaging industry in my view much
better days are ahead growth for
plastics packaging is expected to
continue at rates above gross domestic
product gdp polymer costs appear
set to move in our favour as a result of
substantial new capacity coming on
stream later this year there are already
early signs that a shift in the market is
beginning which should lead in time to
better returns from our commodity
businesses i expect our specialist
businesses to continue to prosper and
the benefits of our recent
rationalisation programmes to be felt
across the group while my positive
view of the future has to be tempered
in the shortterm by the adverse
impact of the continuing surge in oil
prices i am convinced that rpc’s
medium and longterm prospects are
excellent
lastly i want to say it has been a
pleasure serving rpc shareholders i
want to thank my board colleagues and
the management team for their
support over the years and to wish rpc
every success in the future
peter williams
chairman statement by the chief executive
rpc group annual report and accounts 2008 3
in 200708 we achieved record
revenue and adjusted operating profit
levels in what continues to be a very
competitive environment marked by
input cost pressures from both high
polymer and energy costs this year
has seen a continuation of effort to
give the group a more efficient cost
base with major rationalisation
programmes underway across five of
the seven clusters given this backdrop
it is pleasing to report that a record
adjusted operating profit of £406m
2007 £381m was achieved and that
the adjusted profit before tax
increased to £302m 2007 £294m
the adjusted earnings per share
improved from 206p to 215p
significant restructuring costs in total
amounting to £197m 2007 £120m
were incurred consequently the basic
earnings per share was reduced to 44p
2007 132p
overview of the year
the principal challenge came again
from rising polymer prices which for
the 12 month period were at their
highest ever level and more than 9
ahead of the average for the previous
year this means that our 200708
portfolio of business has now incurred
almost £100m of additional polymer
cost over the last five years which we
have either passed on to our
customers or has damaged our profits
this is before the substantial increases
in electricity outer packaging and
carriage costs which were once again a
feature of the year and from which a
high proportion of manufacturing
industry is currently suffering the
blow moulding and thermoforming
businesses have a high content of raw
material and experienced another
difficult year generally speaking these
businesses have been able however to
offset the input cost challenge with a
combination of cost saving initiatives
and pricing strategies to pass on the
raw material increases to our
customers we had another successful
year in injection moulding with good
underlying performance in both the uk
injection moulding and bramlagewiko
clusters the latter demonstrating
strong growth in tassimo coffee
capsules
the cost pressures on the group are
being met by a real determination
across all our operations to effect
operational efficiencies and achieve
cost reductions in this challenging
environment we are looking harder at
our underperforming operations and as
can be seen from the size of our
restructuring costs we are taking
strong action where necessary sites at
hereford thornaby piaseczno and
l

askarzew have been closed or will be
by the end of the second quarter of
200809 we have also moved activity
between locations with an example
being our recent decision to rationalise
our blow moulding activities in the
netherlands leading to a significant
reduction in the workforce at halfweg
and the transfer of equipment to our
kerkrade site the significant
restructuring costs incurred over the
last 2 years encompassing the closure
of 6 sites are starting to have a
progressively more beneficial effect
not only by eliminating some loss
making operations but also by the
transfer of profitable contracts to
other locations without taking on
additional overhead
financial highlights
revenue for the year at £6952m was
77 ahead of last year’s £6457m
this represents a 44 increase on a
likeforlike basis adjusted operating
profit was up 66 at £406m 2007
£381m although margins reduced
slightly to 58 of sales 2007 59
adjusted ebitda was largely flat at
£716m compared with £722m in the
previous year the underlying tax rate
at 295 is lower than the previous
year 310 primarily as a result of
reduced corporate tax rates in some of
our key operating environments in 
custommoulded multilayer bottles from
rpc containers corby have been used for
the launch of the uk foodservice industry’s
first ever premium range of readytouse
cooking sauces and soups produced by
premier foods under the famous loyd
grossman brand
the launch of the microwavable snap pot
the revolutionary new concept from 
hj heinz for its famous baked beans has
been made possible by the multilayer
thermoforming expertise of rpc bebo
plastik
 adjusted profit before tax is operating
profit before restructuring disruption
and impairment charges and negative
goodwill released to income less net
interest
 adjusted earnings per share is adjusted
profit before tax less underlying tax at
295 2007 310 divided by the
weighted average number of shares in
issue during the year statement by the chief executive continued
particular germany performance in the
second half improved compared with
the first half year with revenues up by 
108 and the adjusted operating profit
increasing from £187m to £219m
cash generated by operations was
£635m compared with £409m last
year mainly due to a better working
capital performance reflecting the
increased focus on cash generation
the higher value of raw materials and
finished goods stocks was primarily
due to higher polymer prices and the
weakening of the sterling exchange
rate to the euro net bank debt at the
year end was £1494m 2007
£1371m at constant exchange rates
the equivalent net debt would be
approximately £137m gearing reduced
to 831 2007 865
capital expenditure at £334m 2007
£355m was lower reflecting the
increased focus on cash generation
significant projects completed were
the installation of new capacity to
make barrier jars for the expanding
fruit market the extension of our
facility to manufacture nestlé’s dolce
gusto capsules the relocation of
equipment for the manufacture of
cups from the netherlands to the uk
to save transport costs and the
automation of our specialised electro
plating facility in france capital
expenditure net of disposals reduced
to £271m 2007 £332m
strategy and acquisitions
our key strategy over the years has
been to develop our business through
organic growth and acquisition in well
defined niches within the rigid plastic
packaging industry it is of benefit that
we are able to service our customers
with the full range of technologies
used in this industry but it is critical
that we have not sought to be a minor
player in every niche thus we have a
major position in plastic paint cans for
the uk surface coatings market in
stock injection and blowmoulded
packs for the uk market and across
europe in blowmoulded and
thermoformed oxygen barrier
technology in preprinted lids
principally for the yellow fats market
in deosticks toothpaste dispensers
airless cream dispensers inhalant
devices and a host of other products it
is because we offer our customers
unique strengths in these welldefined
areas that we have been able to
recover the majority of the
unprecedented cost increases that we
have incurred in recent years
nonetheless on 6 june 2008 we
launched a comprehensive strategic
review of all these issues in the hope
and expectation that we can further
improve our performance the results
will be announced as soon as they are
available
meanwhile there were three beneficial
acquisitions made in the year under
review
on 1 june 2007 we acquired the
plastic manufacturing operations of
dm plast sro in vel’k´ y meder near
bratislava in slovakia for a
consideration of £17m importantly it
gives us our first injection moulding
facility in the lowercost economies of
central europe ideally situated to
supply the central and eastern
european economies and with a track
record of supplying western european
customers notably henkel annual
sales in the full year before acquisition
totalled c £30m it has integrated well
and is providing an additional
dimension to our successful bramlage
wiko injection moulding business
we acquired raytec bv for £30m on 
8 october 2007 raytec which is
based in the netherlands reported
sales of about £110m in its last
financial year and will allow further
expansion into the diy household and
stationery markets this business is
now trading as rpc bramlage dhs bv
we purchased a business called mob
located at moirans en montagne from
the administrator on 23 november
2007 for a consideration of £17m
mob was a leader in the french blow
moulded stock container industry until
july 2007 when it was forced into
administration by its parent smoby
which was in financial difficulties the
turnover of c £120m recorded in the
4 rpc group annual report and accounts 2008
the latest luxury cosmetics packaging
concept developed by rpc beauté for
lancôme color fever uses several
technologies including biinjection
overmoulding sonic welding and the
recently developed technique of partial
electroplating to create its distinctive
look
the proven functionality and aesthetics of
rpc bramlagewiko’s magic star and
magic sl dispensers are playing a vital role
in the launch of a men’s range of personal
care products under the renowned boots
no 7 brand rpc group annual report and accounts 2008 5
year to 31 march 2007 fell as a result
of polymer supply problems during the
early part of the period in which it was
in administration but we have seen
some recovery since its acquisition by
the group this acquisition has allowed
us to concentrate our french stock
container manufacture at this site
moving the more specialised
customised products to our nearby
existing facility at montpont
all three of these acquisitions made a
positive contribution to the group’s
results
new product development
activities
our reputation in the market place for
innovation and development of new
packaging concepts is based upon a
number of successful launches
including those of the inmould
labelled margarine tub and preprinted
lid for unilever the dolce gusto coffee
capsule for nestlé the snap pots pack
for heinz’ baked beans and spaghetti
hoops and the fruitissimo jar for
schwartauer werke this activity has
intensified during the year under
review and we anticipate a number of
novel and interesting new pack
launches over the coming months
including a new dry powder inhalation
system for the pharmaceutical market
which we are developing in
conjunction with a major
pharmaceutical company we have also
strengthened our design and
development facilities at bramlage in
germany and at rushden in the uk
furthermore we have continued to
explore some exciting new processing
technologies which we expect will
yield significant benefits in the future
all in all we have become the supplier
of choice for the development of
novel innovative products designed to
open up new markets nothing could
demonstrate this more clearly than our
supply position to the newly emerging
market for pods and discs for closed
loop coffee systems to replace
“instant” beverages
board and personnel
we have ensured a smooth board
succession with the appointment of a
new finance director pim vervaat on
1 november 2007 pim has brought a
refreshing new impetus to the group
with a renewed focus on performance
measurement working capital
management and cash conservation
chris sworn who has made an
invaluable contribution as finance
director over 17 years has assumed
responsibility for managing our blow
moulding operations and has adopted
this role with characteristic energy and
enthusiasm chris remains an executive
member of the board
the board would like to thank peter
williams who is retiring as chairman
after 17 years on the board with the
last 8 of those years at the helm of
your company in that period peter has
been instrumental in forging our
special ethos by helping to create the
decentralised structure that has so
influenced the culture of the company
and has led the group’s growth to its
current size without him the group
would not have enjoyed the success it
has and the board have thanked him
for his contribution over this period
the search for his successor is
underway with a specialist firm having
been appointed to assist us further
information on this appointment will
be provided as soon as it is available
as a consequence of our decentralised
structure we are able to provide many
opportunities for individuals to make
their own contribution to the group
we appreciate the outstanding efforts
by all who together have enabled the
group to confront the difficult market
conditions
dividend
your board is recommending an
increase in the final dividend to 61p
per share 2007 57p making a total
for the year of 90p 2007 84p an
increase of 71 subject to approval
at the forthcoming annual general
meeting the final dividend will be paid
the innovative and convenient double
pack concept for lätta margarine
demonstrates the thermoforming and pre
printing expertise of rpc bebo plastik
rpc tedecogizeh makes the unique single
serve drink capsules for nestlé’s
revolutionary nescafé dolce gusto system
delivering coffee shop quality beverages in
the home statement by the chief executive continued
6 rpc group annual report and accounts 2008
on 5 september 2008 to shareholders
on the register on 8 august 2008
outlook
our market positioning will benefit us
in the uncertain period that lies ahead
over 50 of our products are supplied
to the food market which can be relied
upon to remain resilient our second
biggest market is beauty and personal
care which continues to grow strongly
overall rigid plastic packaging
continues to grow faster than gdp and
gdp in germany is outpacing gdp in
the rest of europe to our advantage
we are also benefiting from the
adverse effect increased costs have
had on our competitors
our performance in the last financial
year improved as it progressed and we
have benefited in the later stages from
some modest amelioration in polymer
prices it is not possible to predict with
any certainty whether this favourable
development will continue in the
shortterm particularly with oil prices
hitting new highs however the
significant polymer capacity coming
on stream over the next few years
makes it highly likely that polymer
markets will move in our favour in the
medium term what is sure for
200809 is that energy costs will be
higher but the ongoing cost reduction
measures and recent acquisitions will
benefit our results along with the
translational effect of the strong euro
– a currency in which we make a
significant percentage of our sales and
profits the new financial year has
started satisfactorily but the surge in
oil prices may restrict our progress in
the shortterm nevertheless the
board continues to believe that our
medium and longterm prospects are
excellent
r j e marsh
chief executive
prestigo is rpc tedecogizeh’s innovative
system for providing the hygiene and
convenience of disposable cups without
compromising on quality rpc group annual report and accounts 2008 7
geographic locations
united kingdom
rpc containers oakham im
rpc containers blackburn im
rpc barplas bradford im
rpc containers corby bm
rpc bebo uk corby t
rpc containers raunds bm
rpc containers market rasen im
rpc containers rushden bm
rpc containers halstead im
rpc tedecogizeh port talbot t
rpc containers old dalby im
rpc containers llantrisant bm
rpc containers plenmeller bm
the netherlands
rpc tedecogizeh deventer t
rpc bebo nederland beuningen t
rpc bebo nederland goor t
rpc packaging halfweg bm
rpc packaging kerkrade bm
rpc bramlage dhs ravenstein im
spain
rpc envases madrid bm
rpc envases san roque bm
germany
rpc bebo plastik bremervörde t
rpc verpackungen kutenholz bm
rpc bramlage celle im
rpc bramlage lohne im
bramlage kork lohne
rpc tedecogizeh offenburg t
rpc wiko pulheim im
rpc formatec mellrichstadt im
rpc neutraubling im
france
rpc tedecogizeh bouxwiller t
rpc tedecogizeh troyes t
rpc emballages montpont bm
rpc emballages moirans en montagne bm
rpc beauté marolles im
belgium
rpc cobelplast lokeren t
rpc bramlage antwerpen im
rpc packaging gent bm
italy
rpc cobelplast montonate varese t
rpc beauté mozzate im
poland
rpc bebo polska poznan t
rpc tedecogizeh polska l

askarzew t
rpc bebo polska kruszwica t
hungary
rpc tedecogizeh kajárpéc t
romania
rpc tedecogizeh ploiesti t
czech republic
rpc bebo c
˘
r as ˘ t
slovak republic
rpc bramlage vel’k´ y meder im
united states
rpc bramlagewiko usa im
the locations are coded for
t – thermoforming 
im – injection moulding 
bm – blow moulding 8 rpc group annual report and accounts 2008
principal subsidiaries
the following companies are in the
opinion of the directors the principal
trading subsidiaries of rpc group plc
all the companies are wholly owned
and the group’s interests are in
ordinary shares or their equivalent all
the companies are involved in the rigid
plastic packaging market
country of incorporation in italics
rpc containers limited
lakeside house higham ferrers
northants nn10 8rp
united kingdom
rpc tedecogizeh uk limited
kenfig industrial estate
water street margam port talbot
west glamorgan sa13 2pg
united kingdom
rpc tedecogizeh sasu
zone industrielle bp30
f67330 bouxwiller
france
rpc tedecogizeh kft
ipartelep 1771
h9123 kajárpéc
hungary
rpc tedecogizeh gmbh
robert bosch straße 16
d77656 offenburg
germany
rpc tedecogizeh polska sp z oo
ul warszawska 77
pl08450 l

askarzew
poland
rpc tedecogizeh romania srl
dn1 km5
r2047 blejoi ploiesti
romania
rpc tedecogizeh troyes sasu
199 avenue pierre brossolette
f10001 troyes
france
rpc cobelplast nv
antwerpse steenweg 14
b9160 lokeren
belgium
rpc cobelplast montonate srl
via sandroni 40
i21040 sumiragovarese
italy
rpc bebo plastik gmbh
lloydstraße 6 d27432 bremervörde
germany
rpc bebo polska sp z oo
ul ledóchowskiej 3335
pl60462 pozna´ n
poland
rpc packaging europe bv
zilverwerf 14
nl6641 td beuningen
the netherlands
rpc bebo c
˘
r sro
skándinávska 2
cz35201 as ˘
czech republic
rpc bramlage gmbh
brägeler straße 70
d49393 lohne
germany
rpc bramlage celle gmbh
bremer weg 205
d29223 celle
germany
rpc bramlage antwerpen nv
terbekehofdreef 29
b2610 wilrijk
belgium
rpc bramlage dhs bv
stationssingel 110
nl5371 bb ravenstein
the netherlands
bramlage kork gmbh
raiffeisenstraße 10
d49393 lohne
germany
rpc bramlage food gmbh
bremer weg 205
d29223 celle
germany
rpc bramlage vel’k´ y meder sro
okoc
v
ská 74
932 01 vel’k´ y meder
slovak republic
rpc bebo print patent gmbh
lloydstraße 6
d27432 bremervörde
germany
rpc verpackungen kutenholz gmbh
industriestraße 3
d27449 kutenholz
germany
rpc envases sa
avenida de madrid 6870
e28500 arganda del rey madrid
spain
rpc packaging gent nv
singel 20 havennr 0955b
b9000 gent
belgium
rpc packaging kerkrade bv
spekhofstraat 16
nl6466 lz kerkrade
the netherlands
rpc packaging halfweg bv
haarlemmerstraatweg 73
nl1165 mk halfweg
the netherlands
rpc emballages montpont sa
les touppes
f71470 montpontenbresse
france
rpc emballages moirans sas
bp30 zi du vernoire
f39260 moirans en montagne
france
rpc wiko gmbh
donatusstraße 102
d50259 pulheim
germany
rpc formatec gmbh
stockheimer straße 30
d97638 mellrichstadt
germany
rpc neutraubling gmbh
pommernstraße 12
d93073 neutraubling
germany
rpc bramlage wiko usa inc
1075 hemlock road
morgantown pa 19543
united states of america
rpc beauté marolles sas
zi la touche
f72260 marolles les braults
france
rpc beauté mozzate srl
via a frank 13
i22076 mozzate co
italy
in addition rpc group plc owns all the
shares in rpc packaging holdings
limited a company incorporated in
great britain and located at lakeside
house higham ferrers northants
nn10 8rp rpc packaging holdings bv
a company incorporated in the
netherlands and located at
bergweidedijk 1 nl7418 ab deventer
rpc packaging holdings deutschland
gmbh a company incorporated in
germany and located at lloydstraße 6
d27432 bremervörde and rpc
packaging holdings us inc a company
incorporated in the united states of
america and located at 1075 hemlock
road morgantown pa 19543 usa
these four companies are intermediate
holding companies all companies are
included within the consolidation all
united kingdom companies are
registered in england and wales rpc group annual report and accounts 2008 9
directors’ biographies
j p williams ma bcomm 66
nonexecutive chairman
peter williams first joined the rpc board as a nonexecutive
director in 1991 and was appointed chairman in july 2000 he
was chief executive of d s smith holdings plc until may 2002
before that he was a director of reed international plc 1984
1988 and then the chief executive of reedpack limited he is
also senior independent director of electra investment trust plc
a director of xenos group inc listed on the toronto stock
exchange chairman of very mobile group limited and a
director of a number of other private entities
r j e marsh ba 57
chief executive
ron marsh has been chief executive of the rpc group since july
1989 prior to that he was involved in the manufacture and sale
of folding cartons first with metal box 19711987 and
subsequently with reed international
m j b green fca 65
senior independent director
bay green joined the board of rpc in march 1998 and was
appointed senior independent director in may 2001 he has
over 30 years’ experience in investment banking and is currently
vice chairman of dresdner kleinwort investment bank he is a
nonexecutive director of invensys plc chairman of its audit
committee and a member of its remuneration and nomination
committees bay green is also a nonexecutive director and
chairman of the audit committee of axisshield plc and a
member of its compensation and nomination committees in
addition he is a specialist advisor to the institutional and
wholesale markets division of the financial services authority
p hilton ma phd 60
director and rpc bebo cluster manager
philip hilton has been in the plastics industry since leaving
university in 1973 he joined the group as general manager of
rpc’s rushden factory in 1988 and has subsequently been
responsible for the raunds business and then rpc’s uk injection
moulding cluster in 2001 he was appointed to the position of
manager of the rpc bebo cluster of thermoforming businesses
he has been on the board of rpc since february 1997
p j h hole bsc 63
director and general manager rpc corby and halstead
peter hole joined the rpc corby operation in 1988 as general
manager subsequently he has been involved in the
development of rpc’s uk thermoforming business and the
expansion of multilayer blow moulding throughout the group
prior to joining rpc he gained experience in both rigid and
flexible packaging peter hole is chairman of the trustee of the
rpc containers limited pension scheme he was appointed to
the rpc board on 29 january 2003
drs h j kloeze 60
director and rpc tedecogizeh cluster manager
henk kloeze has been involved in the packaging industry since
1971 he joined tedeco in the netherlands as an assistant
marketing and sales manager in 1983 and became general
manager in 1985 he was appointed to the board of rpc on 
26 september 2001
s rojahn dipling msie 59
independent nonexecutive director
stephan rojahn a german national was appointed to the board
of rpc on 25 january 2006 he is chairman of the board of
management of wittur holding gmbh a global supplier of
components to manufacturers of elevators between 2003 and
2005 he was chairman of the board of management of durr ag
previously he worked for more than 20 years for the bosch
group culminating in a position on the board of management
he is a member of the supervisory board of brabant alucast
international bv
c h sworn ma phd fca 61
director and rpc blow moulding cluster manager
chris sworn joined reed international in 1980 as a planning
executive he was technical manager of the oakham factory
from 1985 to 1989 and was appointed finance director of the
rpc group in january 1990 on 1 november 2007 he
relinquished his responsibilities as finance director while
remaining on the board and was appointed manager of rpc’s
blow moulding cluster of businesses
drs p r m vervaat rc 43
finance director
pim vervaat joined the dutch metals producer hoogovens
groep in 1987 and held various finance positions in the
netherlands germany and belgium until 1996 when he joined
the dutch ship propulsion producer lips group as chief financial
officer in 1999 he returned to hoogovens groep which was
acquired by corus and in 2004 became divisional finance
director of the £3 billion turnover corus distribution and
building systems division during this time he was also
chairman of the supervisory board of a norwegian joint
venture norsk stal pim vervaat a dutch national was
appointed finance director of rpc group on 1 november 2007
d j wilbraham bsc phd 69
independent nonexecutive director
david wilbraham became the chief operating officer of laporte
plc in 1992 after many years with ici in 1996 he moved to
hickson international plc first as the chief executive and
subsequently as the chairman until the company was acquired
in 2000 he is now the senior independent director of st ives
plc chairman of akers biosciences inc chairman of intelligent
engineering ltd and treasurer of the city  guilds of london
institute he joined the board of rpc in july 1998
p s wood fca 61
independent nonexecutive director
peter wood was appointed to the board of rpc on 22 march
2006 he was until his retirement at the end of 2005 chief
executive of bss group plc previously he had been finance
director and ultimately chief executive of ellis and everard plc
until the company was acquired in 2000 he is chairman of
white young green plc the senior independent director and
chairman of the remuneration committee of yule catto plc
and nonexecutive director of grafton group plc 10 rpc group annual report and accounts 2008
principal activities
rpc is the leading supplier of rigid plastic packaging in
europe with manufacturing operations in 12 countries of the
european union and one in the usa our product range
spans all forms of rigid plastic packaging in use today
namely injection moulded packs and thermoformed packs
sheet and extrusion blowmoulded packs as well as
injectionblown and injectionstretchblown packs
our plants typically convert granules of polymer into
finished packaging by a combination of moulding and
assembly processes these may or may not then be
decorated by printing or label application thereby adding
considerable value to the product normally we aim to add
all this value inhouse but on occasions we have to buy in
components or services – for example some tooling and
computer software
our customers range from the largest multinational
companies like unilever kraft nestlé and procter  gamble
to local ‘oneman’ operators our objective is to give all our
customers good service and quality and thereby to retain
their custom
we structure our operations along market and technological
lines thus we have a number of plants in the uk which
primarily use injection moulding to convert polymer into
pails paint cans tubs and vitamin supplement packs while in
germany there are several plants making personal care and
pharmaceutical packs using the same technique each one of
these groups of operations is known as a cluster we have in
all seven clusters whose principal served markets are
cluster market
uk injection moulding paints diy products fresh soups
and sauces vitamins yellow fats
blow moulding personal care motor oil food
and drinks agrichemicals
bramlagewiko personal care tablet dispensers
injection moulding coffee capsules diy household
stationery yellow fats
beauté cosmetics
injection moulding
bebo thermoforming margarine and spreads fresh
frozen and long shelf life foods
cobelplast sheet formfillseal lines phone cards
long shelf life foods
tedecogizeh vending and drinking cups food
thermoforming service disposables coffee
capsules the french dairy market
on average each of these clusters has seven plants and is
usually spread across a number of countries
we aim to give each plant as much autonomy as possible
commensurate with maintaining overall financial control and
effective coordination in each market sector hence every
cluster and most plants have a management team headed up
by a cluster or general manager we believe that this
structure encourages focus and delivers enhanced
performance
strategy
our primary objective is to maximise shareholder value and
generate attractive long term returns on the capital
employed in the business through the manufacture and sale
of rigid plastic packaging in europe
we focus our efforts on those sections of the industry where
we have strong positions for example injection moulded
personal care packaging margarine tubs multilayer sheet
tubs and bottles for oxygen sensitive foods single serve
coffee systems and containers for surface coatings in these
sectors we seek to consolidate the industry and to give our
customers good service in part by providing innovative high
quality packaging
at the operational level we continually review the makeup
of our production capacity to this end your board has taken
action in the current year to close our plants in the uk at
thornaby and hereford and at piaseczno and laskerzew in
poland with production expected to finally cease at all of
these locations by the end of the second quarter of 200809
it has also taken many other steps to improve the
manufacturing efficiency and cost effectiveness in our
remaining sites these processes are ongoing and can be
expected to be a feature of the business going forward at
the same time we continue to examine every opportunity to
acquire businesses that facilitate the achievement of our
strategic objectives
on 6 june 2008 the board announced that it has decided to
commission a strategic review which will consider all options
to maximise shareholder value
review of operations
injection moulding
we had another successful year in injection moulding with
both the bramlagewiko and the uk injection moulding
clusters maintaining their good underlying performance
while progress in the beauté cluster was slower than
anticipated bramlagewiko in particular saw increasing
volumes with a strong position in personal care and
pharmaceuticals which helped drive increased profitability
this year in order to optimise the future cost base of both
the uk injection moulding and beauté clusters a significant
rationalisation programme was undertaken which resulted in
the closure of the hereford and thornaby sites
bramlagewiko is partner to a wide variety of customers
with activities in a number of distinct markets our
traditional product ranges of deosticks cream jars
business review rpc group annual report and accounts 2008 11
toothpaste dispensers airless cream dispensers margarine
tubs and inhalant devices have enjoyed another good year
while sales of tassimo coffee capsules demonstrated their
strong growth potential the main part of the operations in
this cluster is located in germany and has benefited
noticeably from the improvement in the german economy
during the year dm plast slovakia was acquired to provide
a low cost manufacturing facility for central europe raytec
in the netherlands now rebranded as rpc bramlage dhs
was acquired to strengthen the position with one of our
major customers and extend our product range into the diy
household and stationery sectors
our injection moulding business is the largest in the uk with
activities at five sites and has maintained a good
performance despite the weakening demand witnessed
towards the end of the financial year particularly in the
surface coatings market sector in order to maintain a
competitive cost base the hereford site has been closed
with the majority of the business retained and redistributed
to other sites the expanded range of healthcare packaging
produced at market rasen coupled with the move of a major
competitor into receivership has improved its prospects the
barplas facility in bradford has continued to make a very
valuable contribution
the sales development of the beauté cluster has been
disappointing as competition in mass market cosmetics
intensified in order to maintain an optimum cost base the
thornaby site in the uk has been closed with some of the
business transferred elsewhere
thermoforming
the thermoforming operations comprising the bebo
tedecogizeh and cobelplast clusters produce products with
a high raw material content and with polymer prices once
again rising significantly experienced another challenging
year in terms of input costs nonetheless significant progress
has been made during the year to improve profitability
through numerous actions including optimising the cost base
through rationalisation and consolidation of our central
european operations this resulted in the closure of two
polish sites at l

askarzew and piaseczno many of our
competitors have also rationalised their activities and this
has strengthened our position as the clear leader in the
european thermoforming sector
the bebo thermoformed packaging business enjoyed the
recovery of sales of one of our barrier packaging products
fruit bowls which directly benefited our dutch facilities in
spite of this sales recovery we initiated a cost optimisation
programme with the objective of simplifying operations so
that assets can be better utilised resources more effectively
focused and manufacturing costs reduced as part of this
programme the piaseczno site in poland was closed with the
major part of the business being transferred to the kruszwica
site in the uk the bristol closure and subsequent
consolidation on to the corby site was completed early in
the financial year we are in the course of expanding our pre
printed lid capacity in germany in order to meet the
demands of our customers for ever higher standards of
decoration we have innovated products in other areas of the
thermoforming business with the release for example of
new barrier packaging products such as the heinz snap pots
our tedecogizeh plastic cup and disposables business
enjoyed some success in achieving price increases the “price
over volume” strategy combined with cost reductions has
led to improved profitability although some business has
been lost a further cost optimisation programme was
initiated which has meant that the central european
production activities will be concentrated on our kajárpéc
site in hungary the l

askarzew site in poland is to be closed
sales of dolce gusto coffee capsules to nestlé have shown
strong growth this year in an area where we have excellent
prospects of achieving further volume growth
the cobelplast sheet business rebounded as the demand
from our major customer for fruit bowls recovered
significantly while two of our major competitors in this area
have struggled to produce the products that the market
demands we aim to increase our capacity to serve this
market thereby ensuring that we are able to maintain and
deepen our relationships with key customers the facility in
italy continued to benefit from past investment and an
improved balance of supply and demand in the pet sheet
market
blow moulding
all the blow moulding activities have been organised into
one cluster with chris sworn the former finance director
appointed as cluster manager in november 2007 the major
issue for this cluster is to retain cost competitiveness while
achieving price increases to reflect ever increasing raw
material costs in what is a very competitive environment
various initiatives have been undertaken to optimise the
overall cost base towards the end of the financial year we
decided to rationalise our activities in the netherlands by
significantly reducing the workforce at halfweg and
transferring some equipment to our kerkrade site energy
saving equipment is being installed to combat high energy
costs in order to fully utilise the installed cost base at
envases in spain the arganda site will also produce injection
moulded products going forward our north german site at
kutenholz has grown considerably in the last seven years
with a more than doubling of its volumes and nearly half its
capacity dedicated to serving customers in the personal care
sector such as beiersdorf’s nivea range gent in belgium is
increasing its capacity to meet the demands of monsanto for
large containers further cost savings are being planned for
our uk stock container businesses as we seek to automate more of the packaging in this area and we rationalise the
product range at our corby site volume has been lost with
heinz’ move to source pet coinjected stretch blown bottles
from a competitor we are seeking opportunities to replace
this lost volume with both new customers and new products
that are showing signs of considerable promise
the acquisition of mob in france will allow the nearby site
of montpont to focus on custommoulded products with
mob itself focusing on standardised products the relatively
low cost base of mob has served as a catalyst for the
exchange of best practice across the cluster
future outlook for rigid plastic packaging
we expect overall demand for rigid plastic packaging to
continue to increase ahead of the growth in gdp this is the
result of continuing conversions from paperboard glass and
tinplate packaging coupled with the demand for smaller
pack sizes western european demand growth is likely to be
below that of other regions
with significant polymer capacity coming on stream over
the next few years we expect that polymer markets will
move in our favour in the medium term it is however not
possible to predict that the modest amelioration of the
polymer prices witnessed recently will continue in the short
term particularly with oil prices hitting new highs
for the rigid plastic industry in europe consolidation appears
set to continue and should lead to an industry that can
better serve its customers while earning improved returns for
its various stakeholders
principal risks and uncertainties
rpc is subject to a number of risks both external and
internal some of which could have a serious impact on the
performance of our business
each year we conduct a wideembracing review of these
risks this process helps both identify the nature and
magnitude of a risk and the manner in which it can be
mitigated the risks that are seen as being particularly
important at the current time are
polymer price and availability rpc converts principally
polypropylene pp high density polyethylene hdpe and
polystyrene ps the prices of each of these polymers have
been subject to considerable upward pressure due to the rise
in the underlying price of oil in recent years polymer
supplies have been seriously affected by plant breakdowns
and maintenance this has led to supply shortages with the
consequence that we have had to reduce our dependence on
one or two suppliers and in consequence to adapt our
plants to converting a wider range of polymer grades with
the attendant complications of stockholding scrap
generation and customer approvals this will continue as new
suppliers come on stream in areas like the middle east brazil
and india
energy costs in order to convert polymer it must first be
‘melted’ and then once in its desired shape cooled this
entails the use of substantial amounts of electricity we have
sought to adapt our plants to an era of higher and
fluctuating electricity prices by the combination of a
purchasing strategy which ‘balances’ the risks and a drive to
reduce the amount of electricity consumed per tonne of
material converted we are also working in conjunction with
the british plastics federation to set up a uk climate change
levy discount scheme this involves agreeing certain targets
for the reduction of energy use over the next 8 years if we
achieve the targets we will receive an 80 reduction in the
uk climate change levy
packaging legislation rpc is subject to new legislation
affecting the use and reuse of polymers and other materials
in packaging on occasions such legislation can arise as a
result of the activities of environmental pressure groups we
seek to respond to these by involvement in national and
paneuropean industry groups including the british plastics
federation and the eupc we participate in valpak in order to
meet our obligations in the uk towards the national
recycling scheme this entails the subscription for a number
of credits
dependency on key customers our top 10 customers in
total account for 313 of our sales if we lose any one of
them our results would be significantly affected conversely
because of our size and product range many of our
customers would have great difficulty in moving their
business to another supplier in consequence there is a high
degree of mutual dependency between rpc and its
customers which of course will be strengthened if we are
responsive to their requests and service them properly with
quality products we seek to maintain a strong relationship
with these customers by developing products that are suited
to their needs
essential services and supplies the loss of essential services
or products produced by a major supplier could have a
significant impact on the group’s ability to service its
customers as such we seek to maintain alternative sources
of supply wherever possible if a problem is localised in
many cases it is possible to manufacture the product from
another site within the rpc group
pricing and competitive pressures the consolidation of
major european customers and the trend towards pan
european purchasing and competitive tendering have
increased pressure on prices furthermore the increasing
threat of competition from eastern europe and the far east
may have an adverse impact on our sales and profits to
mitigate these risks we continually strive to achieve optimal
customer service while at the same time seeking to reduce
12 rpc group annual report and accounts 2008
business review continued rpc group annual report and accounts 2008 13
the cost base and to achieve improved productivity
efficiency and economies of scale in evaluating investment
opportunities we consider whether we can obtain higher
value added returns by moving into new markets
financial risks rpc’s treasury activities are governed by
policies and procedures approved and monitored by the
board the principal exposures might be expected to be those
related to interest rate movements and foreign currency
fluctuations in the case of the former rpc borrows at both
fixed and floating rates in order to give a degree of stability
to the composite rate charged each year we have limited
transactional exposure to the most influential currency risk –
that of the sterling  euro rate we seek to ‘hedge’ the balance
sheet exposure as much as possible by controlling our
borrowings so that two thirds are in euros to balance the two
thirds of our net assets which are naturally denominated in
euros the recent liquidity crisis in the financial markets could
have had an impact on our ability to fund activities but the
risk is limited as other things being equal we have sufficient
funding under our existing finance facilities until they finally
expire in june 2012
safeguarding physical property the risk of fire represents the
most significant internal risk to the group although the
likelihood of such an event is considered low the impact of a
major catastrophe of this type could be considerable we
seek to mitigate this risk with for example many sites
having sprinkler andor smoke detection systems in place in
addition the group carries a comprehensive subject to a
sizeable excess property damage and business interruption
insurance policy we implement the recommendations of the
insurer wherever practical
resources
rpc’s success in achieving its objective of generating an
adequate return for its shareholders is critically dependent
upon the resources which are available
first and foremost rpc is reliant upon the quality
dedication and commitment of its entire staff rpc has
enjoyed remarkable loyalty from its staff this is partly
because of the ethos of commitment and participation
which is prevalent throughout the group the devolved
nature of our management structure strongly contributes to
a sense of challenge and fulfilment amongst the
management of the group – as a result of which staff
turnover amongst those at this level has been very low
secondly rpc is dependent upon the capabilities of its
manufacturing operations to enable it to meet its customers’
requirements rpc has consistently invested in plant and
equipment as well as in factory and warehousing space so
that it can meet its customers’ requirements for quality
innovation and service
thirdly rpc monitors carefully major customer contracts
with the objective of limiting its exposure to risks beyond its
control for other customers we apply our general conditions
of sale which are broadly in line with those applied by our
peers and we are covered by public and product liability
insurance
corporate responsibility
as a leader in the rigid plastic packaging industry we
recognise our responsibility to minimise the impact of our
activities on the environment and to contribute towards the
wellbeing of those communities in which we operate and
which we serve we have identified those areas where our
activities have the greatest impact on the natural and social
environment and we seek to reduce or mitigate these
exposures wherever possible
the public perception of plastic packaging as ‘a waste of
resources’ if not as a potential contributor to the
degradation of the environment is the key exposure we face
we judge that the information published by industrial
bodies such as the british plastics federation and the
packaging federation is the best way to counter such
misconceptions and to convince people of the benefits of
good packaging in addition the group undertakes trials with
materials that are claimed to be environmentally friendly
and also participates positively in wrap the government
sponsored waste and resources action programme
activities concerning rigid plastic packaging
our activities have the following direct impacts on the
natural and social environment
● energy and water consumption we constantly strive to
reduce the amount of energy and water consumed in our
conversion activities in particular we have installed
closed loop cooling systems in a number of our plants –
these have multiple benefits as they consume less water
and electricity and they virtually eliminate the risk of
contaminating the neighbourhood with legionnaires’
disease
● transport we are utilising our transport facilities more
effectively through careful planning and optimising the
selection and use of distribution vehicles in order to cut
costs and to reduce pollution of the environment
● materials we have a continuing programme to maximise
material utilisation and to reduce the amount of material
which is sold externally as scrap by recycling more once
processed materials internally we work closely with
customers to minimise the use of material in packs
through careful attention to design and the production
process
● noise we test the noise levels in the workplace and seek
to minimise the noise generated by our production and business review continued
handling equipment ear defending equipment is provided
to employees and visitors working in or entering noisy
work areas
● airborne pollutants we monitor and reduce wherever
possible the amount of volatile solvents used in our
plants
● responsible employment we have a policy of non
discrimination in our employment procedures and we
seek to develop our employees’ skills wherever possible
and practicable we also offer employees membership of a
pension scheme where appropriate
● employees health and safety we invest considerable
resources in both reducing the accident rate and
improving the health and safety of our employees
rpc has three main nonfinancial key performance indicators
kpis from an environmental and cost control perspective
we measure electricity usage per tonne produced and water
usage per tonne produced from an employee welfare
perspective we monitor lost time accidents
these nonfinancial kpis are set out below
2008 2007
£m £m
electricity usage per tonne kwht 2005 2027
water usage per tonne m
3
t 967 999
lost time accident frequency rate 1781 2176
lost time accident frequency rate is defined as the number of
accidents resulting in more than 3 days off work excluding
accidents where an employee is travelling to or from work
divided by the average number of employees multiplied by the
constant 100000
we have made stringent efforts over the last year to
improve our efficient usage of electricity and water the
results of which are only now beginning to show through
similarly with our employees we are focused on reducing
the number of accidents although the impact of a serious
accident can be damaging to the business our primary
objective is to avoid the potentially devastating impact such
an event can have on employees and their families in all
these areas there is more work to do and we expect to see
further improvements as these programmes progress
financial review
consolidated income statement
the group’s 200708 turnover was 77 ahead of that in
200607 with all clusters achieving higher revenue levels
the likeforlike increase excluding acquisitions was 44
2007 18 which was partly driven by exchange rate
movements
the adjusted operating profit before restructuring
disruption and impairment costs increased by 66 from
£381m to £406m the operating profits in both years
include some nonrecurring benefits and costs including in
200708 the sale of property at hereford that realised a gain
of £10m in our efforts to actively manage our pension
liabilities and optimise the cost base the defined benefit
deventer pension plan was closed and all accrued past
service benefits were transferred to an industrywide
scheme the overall impact of the review of the employee
benefits liabilities such as the deventer pension plan resulted
in a £06m nonrecurring benefit in 200607 we received
£30m of compensation for sales shortfalls on major product
launches
the net financing costs increased from £72m in 200607 to
£115m in 200708 due to a rise in the net interest charge
from £97m to £104m and a £11m net financial expense
related to exchange rate movements 200607 net financial
income of £15m the increase in the net interest charge is
due to higher average borrowings average 200708
£1836m 200607 £1660m and higher interest rates
the adjusted profit before tax improved from £294m in
200607 to £302m in 200708 as the improvement in
adjusted operating profit of £25m was partially offset by the
£17m increase in the net interest charge
the underlying tax rate for the group decreased from 310
in 200607 to 295 in 200708 primarily as the corporate
tax rate in germany where a high proportion of the group’s
taxable profits arise reduced from 390 to 300 the
group’s overall taxation charge of £54m resulted in a tax
rate of 555 as the tax rate related to the restructuring
charges and impairment losses was considerably lower than
the underlying tax rate
the adjusted profit after tax improved from £203m in
200607 to £213m in 200708 as the adjusted profit before
tax improved by £08m and the underlying tax rate reduced
as noted above the adjusted basic earnings per share thus
improved from 206p in 200607 to 215p in 200708
the restructuring disruption and impairment costs incurred
this year total £197m compared with £120m in the
previous year this year the charge relates to rationalisation
programmes in the blow moulding uk injection moulding
beauté bebo and tedecogizeh clusters which have resulted
in the closure of sites at piaseczno and l

askarzew in poland
and hereford and thornaby in the uk the workforce at the
halfweg site in the netherlands was significantly reduced
included in the total restructuring costs are £84m of asset
impairments and write downs leaving £113m of redundancy
and other closure costs in 200607 the charge included the
final costs associated with the closure of woburn sands
£22m the estimated cost of closing bristol £20m the
cost of staff redundancies at deventer £07m the
14 rpc group annual report and accounts 2008 impairment of the assets within the beauté cluster and spain
£62m as well as the cost of disruption at halstead
following a fire £04m
the net profit for the period reduced from £131m in
200607 to £44m in 200708 primarily due to the increase
in the net of tax restructuring disruption costs and
impairment losses basic earnings per share have
consequently fallen from 132p to 44p
in the second half of the year the revenues increased by
£358m or 108 compared with the first half on a likefor
like basis the increase was 83 the adjusted operating
profit improved in the second half to £219m equal to 60
of revenues compared with £187m equal to 57 of
revenue in the first half
consolidated balance sheet and cash flow
statement
the property plant and equipment book value increased
from £2355m last year to £2591m in 200708 primarily as
a consequence of the exchange rate movements’ impact of
£243m the capital expenditure net of disposals stayed
below the depreciation level
the overall working capital defined as the sum of inventories
trade and other receivables and trade and other payables
increased from £916m in 200607 to £925m in 200708 due
to exchange rate movements when relating the working
capital to annualised second half revenues the working capital
efficiency improved from 136 in 200607 to 127 in
200708the higher value of raw materials and finished goods
stocks were primarily due to higher polymer prices and the
weakening of the sterling exchange rate to the euro
the longterm employee benefits liabilities reduced from
£330m in 200607 to £263m in 200708 the main
component of these liabilities is the retirement benefit
obligations which reduced from £285m in 200607 to
£204m in 200708 the uk defined benefit pension scheme
remains in deficit but the net liability included in the balance
sheet has reduced by £60m financial and other information
about the group’s retirement benefit obligations are set out
in note 24 of the financial statements
the capital and reserves increased from £1585m in 200607
to £1797m in 200708 primarily due to a £196m increase
in the translation differences reserves
despite a net increase in net debt from £1371m to £1494m
during the year the balance sheet remains sound with a
gearing of 831 865 at 31 march 2007 the main
reason for the rise in the net bank debt is the weakened
sterling  euro exchange rate at constant exchange rates the
31 march 2008 net debt would have been approximately
£137m the group has total finance facilities of
approximately £279m of which £28m will fall due in 2011
with the main balance due in 2012 at 31 march 2008 the
headroom under the finance facilities was approximately
£130m
net cash from operating activities after tax and interest
was £420m compared with £250m last year mainly due to
a better working capital performance reflecting the increased
focus on cash generation the cash outflow from investing
activities reduced from £421m in 200607 to £337m in
200708 as the acquisition of property plant and equipment
net of proceeds on disposal was £61m lower the net cash
outflow from the acquisition of subsidiaries reduced from
£81m in 200607 to £56m in 200708 during the year
dm plast slovakia raytec bv the netherlands and
mob france were acquired with an overall net goodwill of
£20m which included a small amount of negative goodwill
of £04m which was taken to the income statement
group kpis
the group’s financial kpis are value added per tonne of
goods produced which is the difference between production
sales value per tonne and the cost of polymer per tonne
produced gross margins which are selling prices less all
directly variable costs such as polymer packaging transport
electricity as well as the return on capital employed though
this is a longerterm metric in comparison with the former
two indicators
the group’s kpis are as follows
2008 2007
added value per tonne £1724 £1710
gross margin 45 46
the yearonyear increase in added value per tonne from
£1710 to £1724 is due to currency and acquisition impacts
the acquired businesses in total showed a higher added
value per tonne than the group’s average the movement of
sterling versus the euro also increased the consolidated
group’s average the gross margin percentage reduced
slightly as a consequence of rising input costs and generally
higher price levels overall the group has been reasonably
successful this year in compensating the rise in input costs
with improvements in sales mix and prices
the key measure of our stewardship is the return on capital
employed this shows a slight decrease in the year under
review
2008 2007
return on capital employed 107 109
return on capital employed is defined as being adjusted
operating profit divided by the average of opening and closing
of shareholders’ equity adding back net deferred tax assets or
liabilities retirement benefit obligations and liabilities in
rpc group annual report and accounts 2008 15 business review continued
16 rpc group annual report and accounts 2008
connection with derivative financial instruments and after
adding back average net borrowings for the year in question
the return on capital employed reduced slightly as the
improvement in adjusted operating profit was negated by
the increased average capital employed this increase was
partly due to exchange rate movements but also due to the
higher revenues which necessitated additional working
capital requirements throughout the year going forward the
continuing focus on cash generation should help to improve
the overall return by reducing the capital employed rpc group annual report and accounts 2008 17
the directors present their report and the audited financial
statements for the year ended 31 march 2008
principal activities
the principal activities of the group are unchanged from last
year and are the manufacture and sale of rigid plastic
packaging and associated equipment
acquisitions
in june 2007 the group acquired the injection moulding
business of dm plast located at vel’k´ y meder near bratislava
slovakia the business operates principally in the personal
care market raytec bv an injection moulding business in
the diy household and stationery markets based in the
netherlands was acquired on 8 october 2007 on 
23 november 2007 the trade and assets of mob a blow
moulding business in the french stock container industry
located at moirans en montagne in france were acquired
the acquisition consideration including expenses in respect
of these three businesses was paid in cash and totalled
£64m
review of business and future developments
a review of the group’s performance during the year ended
31 march 2008 and its position at that date together with
the risks that it faces is contained within the statement by
the chief executive and the business review
share capital
the company had one class of ordinary 5p shares in issue at
31 march 2008 full details of the company’s authorised and
issued share capital together with the rights obligations and
restrictions attaching to the shares are set out in note 21 to
the financial statements
dividends
an interim dividend of 29p per ordinary share was paid on
25 january 2008 the board is recommending a final dividend
of 61p per ordinary share to be paid on 5 september 2008
subject to approval at the forthcoming annual general
meeting of the company to shareholders on the register on
8 august 2008 making the total dividend for the year 90p
per share 2007 84p
financing
the group’s policy is to finance its operations through a
mixture of retained profits equity and borrowings the group
does not trade in financial instruments
the main risks arising from the group’s borrowings are
market risk interest rate risk liquidity risk foreign currency
risk and credit risk the group board reviews and agrees
policies for managing each of these risks the policies which
have been applied throughout the year are set out in note
18 to the financial statements
directors
the present directors of the company who with the
exception of p r m vervaat who was appointed on 
1 november 2007 have served for the full financial year are
listed on page 9
all directors are subject to reelection at intervals of no
more than three years resolutions will be proposed at the
forthcoming annual general meeting on 23 july 2008 to re
elect d j wilbraham and p hilton and to elect p r m vervaat
in accordance with the company’s articles of association
and to reelect m j b green in accordance with the
provisions of the combined code biographical details and
other relevant information are given on page 9 during the
year the board reappointed d j wilbraham as a non
executive director for a fourth threeyear term of office
which expires on 13 july 2010 subject to annual reelection
by shareholders m j b green’s current threeyear term of
office as a nonexecutive director expires on 25 march 2010
nonexecutive directors’ appointments may be terminated
with immediate effect the service contract for p hilton
provides for a notice period of 12 months to be given a
performance evaluation has been conducted for all three
directors due for reelection on 1 november 2007 the
board appointed p r m vervaat as finance director subject
to the election referred to above following recommendation
by the nomination committee the service contract for 
p r m vervaat provides for a notice period of 12 months to
be given except in the event of a change of control when the
notice period is 24 months if the employing group company
gives notice within one year following the change of control
the rules regarding the appointment and replacement of
directors are contained in the company’s articles of
association the powers of the directors are contained in the
memorandum and articles of association which may only be
amended by resolution passed by the shareholders at a
general meeting in accordance with the relevant legislation
the articles give powers to the directors to authorise the
issue and to buy back the company’s shares by the
company subject to authority being given to the directors
by the shareholders in general meeting and the relevant
legislation resolutions to authorise the directors to exercise
these powers are put to shareholders at each annual general
meeting
none of the directors had any interest in any contracts
other than their service contracts with the company or any
of its subsidiaries during the year
further information on the appointment reelection and
performance evaluation of directors is given in the corporate
governance section of this report details of the directors’
remuneration notice periods under their service contracts or
terms of appointment and their interests including any
interest of a connected person in the share capital of the
report of the directors for the year ended 31 march 2008 report of the directors for the year ended 31 march 2008 continued
18 rpc group annual report and accounts 2008
company are shown in the remuneration report the service
contracts for executive directors and terms of appointment
for nonexecutive directors are available for inspection at the
company’s registered office and at the annual general
meeting
directors’ indemnities
the board has provided qualifying third party indemnities to
the company’s directors and agreed to provide funds to
meet costs incurred defending civil or criminal proceedings
in accordance with legislation and the articles of association
the directors are not indemnified against damages awarded
to the company itself defence costs where the defence is
unsuccessful in the case of liabilities owed to the company
criminal fines fines by regulators or the legal costs of
successful criminal proceedings against the directors
defence costs arising from actions brought by third parties
may subject to certain exclusions be paid by the company
even if judgement goes against the director
the indemnities provided to the directors are available for
inspection at the company’s registered office and at the
annual general meeting
substantial shareholdings
the company has received notification under the disclosure
and transparency rules of the financial services authority of
direct and indirect interests in 3 or more of the issued
share capital and voting rights in the company from the
following financial institutions at 16 june 2008 the number
of shares and the percentage given are as disclosed at the
date of the notification
number of shares 
aberforth partners llp 11673700 118
axa sa 9135039 92
north atlantic value llp 7322000 74
svg investment managers ltd 5698054 58
aviva plc and subsidiaries 4892213 49
legal  general group plc 3961134 40
zurich financial services group 3498750 40
aegon uk group of companies 3379704 34
atorka group hf 3144238 32
lehman brothers international europe 2983253 30
significant agreements
under section 992 of the companies act 2006 the company
is required to disclose any significant agreements that take
effect alter or terminate upon a change of control of the
company the company’s £200m revolving credit facility
agreement contains a change of control clause whereby a
participating bank may cancel its commitment and require
the company to repay outstanding loans and interest a
holder of the €35m or 40m seven year floating loan notes
has the option to redeem any note at 100 of its principal
amount together with interest accrued in the event of a
change of control
research and development
the group’s research and development activities ensure that
it stays at the forefront of rigid plastic packaging technology
with regards to design functionality aesthetics and
specification with particular attention to weight reduction
and the incorporation of recycled materials
creditor payment policy
the group endeavours to agree the terms and conditions
under which transactions with its suppliers are conducted
prior to placing business there being no specific payment
code for the packaging industry it is the group’s policy to
pay to agreed terms rpc group plc is a nontrading
company however the significant uk trading subsidiary rpc
containers limited had average creditor days outstanding at
31 march 2008 of 107 days 31 march 2007 81 days
political and charitable donations
the group donated £8925 2007 £8794 to charities in the
uk during the year
the group’s policy is to make no political donations and
none were made in the year
annual general meeting
the notice of the company’s annual general meeting to be
held on 23 july 2008 and related explanatory notes are
included after the financial statements
the board is recommending the reelection of m j b green
and d j wilbraham as nonexecutive directors the re
election of p hilton and the election of p r m vervaat as
directors in separate resolutions further information is given
under the directors heading in this report
under the special business of the annual general meeting
the board is recommending the adoption of the rpc group
2008 performance share plan the plan will enable progress
to be made towards increasing performance related pay and
a more meaningful alignment between shareholders and
participating executives the board believes that the plan and
its terms reflect current best practice and that its adoption is
in the best interests of the company further information
about the plan is given in the remuneration report
a special resolution is proposed by the board to adopt new
articles of association primarily to take account of changes
brought about by the companies act 2006 including
provisions relating to proxies and corporate representatives
electronic and web communications and directors’
indemnities in addition it is proposed that the new articles
are amended with effect from 1 october 2008 to ensure
that situations where a director has an interest that may conflict with the interests of the company are dealt with in
accordance with the companies act 2006
the board is also recommending proposals to renew the
directors’ authority to allot shares the directors’ power to
disapply preemption rights and the authority for the
company to purchase its own shares
further information on these resolutions is given in the
explanatory notes to the notice of annual general meeting
the draft rules of the rpc group performance share plan
and a copy of the current and the proposed new articles of
association are available for inspection at the company’s
registered office and at the annual general meeting
auditors
in accordance with section 385 of companies act 1985 a
resolution is to be proposed at the annual general meeting
for the reappointment of kpmg audit plc as auditors of the
company
corporate governance
principles statement
the board recognises and fully supports the value of good
corporate governance as an important factor in achieving its
overall objectives in accordance with the financial services
authority uk listing rules a statement describing how the
company has applied the principles contained in section 1 of
the combined code is set out in the following paragraphs
and in the remuneration report
statement of compliance
the company has applied the june 2006 combined code on
the basis that it is a smaller company defined by the
combined code as a company that is below the ftse 350
throughout the year immediately prior to the reporting
period with the exceptions set out below the company has
complied throughout the accounting period with the
provisions of the june 2006 combined code references are
given to the relevant code provision
b11 the performancerelated element of the
remuneration of executive directors does not form a
significant proportion of their total remuneration
proposals to address compliance with this code
provision are set out in the remuneration report
b16 notice in the event of a change of control for a
director appointed during the year exceeds one year
and does not revert to one year after an initial period
of employment an explanation is given in the service
contracts section of the remuneration report
the board
the board is principally concerned with the overall
leadership strategy development and control of the group
in order to achieve its objectives for continued earnings
growth and to enhance shareholder value the board sets the
group’s strategic aims ensures that the necessary financial
and human resources are in place for the group to meet its
objectives reviews management performance and ensures
that high ethical standards of behaviour are followed the
role also includes ensuring that there is an effective system
of controls to safeguard the company’s assets and to enable
risks to be properly assessed and managed
a formal schedule of matters reserved for the board includes
key matters such as approval of the group’s objectives
strategic plans annual budgets financial reporting risk
assessment and internal controls monitoring operating and
financial performance capital and legal structure material
capital investments material contracts and transactions
communication with shareholders board membership and
appointments directors’ remuneration and contracts
corporate governance group policies and delegation of
responsibilities matters not specifically reserved for the
board are delegated to management the board reviewed
and updated the schedule of matters reserved for the board
during the year
rpc group annual report and accounts 2008 19 report of the directors for the year ended 31 march 2008 continued
the directors reviewed the frequency of meetings during the
year an additional board meeting will be held in the year
ending 31 march 2009
the board currently consists of the nonexecutive chairman
j p williams four independent nonexecutive directors and
with effect from 1 november 2007 six executive directors
the board reviewed its size composition and balance during
the year no immediate changes are planned but the board
will reduce in size in the mediumterm with the retirement
of certain executive directors the chief executive is 
r j e marsh the names and biographical details of the
directors are shown on page 9 and demonstrate the
executive directors’ breadth of knowledge of the plastic
packaging industry the significant commitments outside the
group of the chairman and nonexecutive directors are given
in their biographies changes to such commitments are
reported to the board as they arise all the directors served
on the board throughout the year with the exception of 
p r m vervaat who was appointed a director on 1 november
2007 p r m vervaat was appointed in the role of finance
director in place of c h sworn who remains on the board as
blow moulding cluster manager
the board is satisfied that the chairman’s significant external
commitments do not interfere with the performance of his
duties to the group the board reappointed the chairman for
a further threeyear term with effect from 12 july 2006
following a review of his performance and recommendation
by the nomination committee on 24 april 2008 the
company announced that the chairman j p williams had
informed the board that he intends to retire as a director
and chairman of the company at the annual general
meeting on 23 july 2008 the board has appointed
consultants and commenced a search to identify a new non
executive chairman
the independent nonexecutive directors are m j b green
d j wilbraham s rojahn and p s wood the independent
nonexecutive directors constructively challenge executive
directors’ proposals and bring valuable knowledge and
experience and strong independent character and judgement
to the board’s decisionmaking process the board considers
that all these directors including m j b green and 
d j wilbraham who completed nine years service in march
2007 and july 2007 respectively meet the criteria for
independence set out in provision a31 of the combined
code and there are no other relationships or circumstances
which are likely to affect or could appear to affect the
directors’ judgement
the board reviews the level of insurance cover in respect of
legal action against the group’s directors and officers and
senior management on an annual basis prior to renewal the
board has also provided indemnities to the directors which
are described on page 18 of the report of the directors
appointment and reelection of directors
the nomination committee is responsible for recommending
new appointments to the board in accordance with the
company’s articles of association all directors appointed to
the board other than at the annual general meeting are
required to retire at the following annual general meeting
when they may offer themselves for election thereafter they
20 rpc group annual report and accounts 2008
the board meets at least six times each year one meeting is combined with a visit to an operating unit and the opportunity
to meet the local management team the number of board and committee meetings held during the year and attendance by
their members is given in the table below
nomination remuneration
board committee committee audit committee
number of number number of number number of number number of number
meetings attended meetings attended meetings attended meetings attended
nonexecutive directors
j p williams 6622 na na na na
m j b green 66225533
s rojahn 662255 na na
d j wilbraham 66225533
p s wood 6522 na na33
executive directors
r j e marsh 6 6 na na na na na na
p hilton 6 6 na na na na na na
p j h hole 6 6 na na na na na na
h j kloeze 6 6 na na na na na na
c h sworn 6 6 na na na na na na
p r m vervaat
from 1 november 2007 3 3 na na na na na na must submit themselves for reelection at intervals of no
more than three years m j b green and d j wilbraham who
have both completed nine years service as independent non
executive directors will submit themselves for annual re
election in accordance with the combined code
nonexecutive directors are appointed for terms of three
years or less but the board may terminate their
appointment without notice or compensation at any time
the board is responsible for the appointment or subject to
effective performance and commitment reappointment of
nonexecutive directors and setting their remuneration
which consists solely of directors’ fees a rigorous review of
performance taking into account the need for progressively
refreshing the board is conducted when a nonexecutive
director is proposed for reappointment on completion of two
terms of three years nonexecutive directors may not
normally serve longer than nine years but should
circumstances arise where a further appointment was
considered as has been the case with m j b green and 
d j wilbraham it will be subject to a review of the director’s
independence each year and annual reelection at the
annual general meeting
the remuneration committee is responsible for approving
executive directors’ service contracts details of these
contracts are given in the remuneration report copies of
executive directors’ service contracts and terms and
conditions of appointment for nonexecutive directors are
available for inspection at the company’s registered office
and at the annual general meeting
chairman and chief executive
the roles of the nonexecutive chairman j p williams and
the chief executive r j e marsh are clearly defined and set
out in a written statement on the division of responsibilities
between the chairman and chief executive approved by the
board the chairman is responsible for the leadership and
effective running of the board and setting its agenda the
role includes leading the board in determining strategy and
the achievement of the group’s objectives creating the
conditions for overall board and individual director
effectiveness ensuring directors receive accurate timely and
clear information and ensuring effective communication
with shareholders the chief executive is responsible for
running the group’s business except for matters specifically
reserved for the board
the chairman held informal meetings with the non
executive directors during the year to discuss board related
matters without the executive directors present
senior independent director
the senior independent director is m j b green the senior
independent director is available to meet with major
shareholders on request and to enable shareholders to voice
any concerns that contact through the normal investor
communication channels of chairman chief executive or
finance director has failed to resolve or is inappropriate
led by the senior independent director the nonexecutive
directors held informal meetings during the year without the
chairman present to appraise the chairman’s performance
and on other occasions when considered appropriate
information and professional development
the board is provided with relevant information on the
activities of the group in a timely manner and in a form and
of a quality to enable it to discharge its duties there is a
procedure established for directors to take independent
professional advice at the company’s expense where they
judge it necessary to discharge their responsibilities in
addition all board members have access to the advice and
services of the company secretary
the company secretary is responsible to the board for
ensuring that board procedures are followed that applicable
rules and regulations are complied with and for advising the
board through the chairman on all governance matters
under the direction of the chairman the company
secretary’s role also includes ensuring good information
flows within the board and committees and between
executive and nonexecutive directors and facilitating
induction as required
newly appointed directors receive a formal induction
tailored to the needs of the group following the guidance on
induction set out in the related guidance and good practice
suggestions appended to the combined code on
appointment directors receive information about the group
including the role of the board and matters reserved for its
decision the terms of reference and membership of the
board’s committees the group’s corporate governance
policies and procedures the latest financial information
about the group and training on the duties and
responsibilities of directors of listed companies this is
supplemented by visits to key locations with the opportunity
to meet local management throughout their period of office
directors are continually updated on the group’s business
the competitive and regulatory environments in which it
operates corporate social responsibility matters and other
changes affecting the group and the industry
all directors have access to training in the furtherance of
their duties at the company’s expense the chairman is
responsible for ensuring that the directors keep their skills
and knowledge and their familiarity with the group up to
date in order to fulfil their roles on the board and on board
committees the company secretary briefs the board on
corporate governance matters and relevant changes to
corporate laws and regulations and facilitates professional
development by regularly circulating details and arranging
rpc group annual report and accounts 2008 21 report of the directors for the year ended 31 march 2008 continued
attendance at seminars executive directors also attend
seminars on topics of particular relevance to their roles
performance evaluation
the board has conducted a formal evaluation of its own
performance and that of its committees and individual
directors during the year following the process described
below no significant performance issues were identified but
objectives for further improvements for the board and its
committees were agreed
the board has a formal process led by the chairman for the
annual evaluation the board considers that an internal
process using questionnaires specifically tailored for the
group and direct personal assessment is the most
appropriate approach the process adopted and contents of
the questionnaires are reviewed annually particular
attention is given to the performance evaluation of directors
who are due for reappointment or reelection
the questionnaires follow the performance evaluation
guidance appended to the combined code and cover the
board the audit remuneration and nomination
committees individual executive and nonexecutive
directors and the chairman directors grade both the
importance of the evaluation criteria and performance and
are encouraged to make comments and recommendations
for improvements each director completes a questionnaire
on the board’s performance members of the committees
and other directors who regularly attend committee
meetings complete the relevant committee questionnaires
to ensure confidentiality the completed questionnaires are
sent directly to the company secretary who consolidates the
results and produces a report for the chairman individual
committees and the board to consider
the chairman completes individual director questionnaires
using the same format described above and in consultation
with the chief executive and other directors where
appropriate the results and any improvements or personal
objectives are discussed with the relevant directors on a one
to one basis the nonexecutive directors led by the senior
independent director perform an evaluation of the chairman
using the same method taking into account the views of all
directors
relations with shareholders
the company is committed to maintaining an effective
dialogue with institutional and private investors directors
normally the chief executive and finance director hold
regular meetings with institutional investors at which the
company’s past performance and strategy may be discussed
the board is provided with brokers’ reports surveys on
shareholders’ views and at least on a sixmonthly basis
feedback from shareholder meetings during the year the
chairman has discussed the company’s governance and
strategy with major shareholders gained an understanding of
their issues and concerns and reported on these meetings to
the board nonexecutive directors have the opportunity to
attend meetings with major shareholders and expect to
attend meetings at their request contact with institutional
investors financial analysts brokers and the press is
controlled and procedures are in place to ensure the proper
disclosure of inside information in compliance with the
transparency and disclosure rules financial services and
markets act 2000 and code of market conduct
notice of the annual general meeting and related papers are
sent to shareholders at least 20 working days before the
meeting an individual resolution on each separate issue is
proposed at the annual general meeting including the
annual report and accounts shareholders have the
opportunity at the annual general meeting to ask questions
about the company’s activities and performance it is the
board’s policy that all directors attend the annual general
meeting if at all possible and therefore in normal
circumstances the chairmen of the audit remuneration and
nomination committees are available to answer questions
the proxy votes for and against each resolution and votes
withheld are counted before the annual general meeting and
are made available at the meeting after shareholders have
voted on a show of hands
board committees
there are three principal board committees all of which
operate under written terms of reference which are available
from the company secretary or the company’s website the
terms of reference performance and membership of the
audit remuneration and nomination committees were
reviewed and updated during the year by the relevant
committee and the board only members of each
committee are entitled to attend meetings but each
committee may invite other directors managers or advisers
to attend the company secretary is secretary to all three
committees sufficient resources are provided to enable the
committees to undertake their duties and they have
authority to appoint independent professional advisers or
consultants when required the chairman of the relevant
committee reports on the proceedings and any
recommendations made at the subsequent board meeting
nomination committee
the members of the nomination committee and its
chairman throughout the year were
j p williams chairman
m j b green
s rojahn
d j wilbraham
p s wood
22 rpc group annual report and accounts 2008 the committee meets at least twice each year and
thereafter as circumstances dictate the number of meetings
held during the year and the attendance of members of the
committee are shown in the table on page 20 the chief
executive attended meetings on invitation
the main responsibilities of the committee are to
● review and make recommendations to the board on the
structure size and composition of the board
● give full consideration to succession planning for directors
and other senior managers
● evaluate the balance of skills knowledge and experience
of the board
● prepare a description of the role and capabilities required
for a particular appointment
● identify and nominate for the approval of the board
candidates to fill board and senior management vacancies
as and when they arise
● annually review the time required from nonexecutive
directors and the performance and membership of board
committees and
● recommend the reappointment of nonexecutive directors
and reelection of directors
during the year the committee reviewed the board
structure size composition and balance and the membership
of board committees the committee approved the
appointment of p r m vervaat as an executive director in the
role of finance director following selection from a shortlist
of suitable candidates identified by recruitment consultants
engaged for the purpose and in consultation with the chief
executive the committee also agreed that c h sworn should
remain on the board as blow moulding cluster manager
when he relinquished his role as finance director
the committee recommended the reappointment of 
d j wilbraham for a fourth term of three years expiring on
13 july 2010 subject to an annual review of his
independence and annual reelection by shareholders the
recommendation was made to the board following a
rigorous performance review including consideration of the
need to progressively refresh the board the committee
considered the independence of m j b green and d j
wilbraham who both completed nine years as independent
nonexecutive directors in march 2007 and july 2007
respectively the committee concluded that there were no
other relationships or circumstances that were likely to
affect or appear to affect the directors’ judgement and that
notwithstanding their nine years in office they both
continued to demonstrate independence of character and
judgement and brought valuable experience to the board
consequently the committee also recommended that the
board continue to consider m j b green and d j wilbraham
as independent both directors were absent from the
meeting while their independence was discussed the board
accepted the committee’s recommendations
the committee also reviewed directors’ performance and
made recommendations to the board on the reelection of
directors retiring by rotation at the annual general meeting
held in july 2007
other matters considered by the committee were succession
planning for executive directors and senior managers
performance of the board committees and the individual
directors the time required from nonexecutive directors and
revised its terms of reference
remuneration committee
the members of the remuneration committee and its
chairman throughout the year were as follows
d j wilbraham chairman
m j b green
s rojahn
the remuneration committee meets at least twice each
year and thereafter as circumstances dictate the number of
meetings held during the year and the attendance of
members of the committee are shown in the table on 
page 20 the chairman and chief executive are consulted on
proposals relating to the remuneration of other executive
directors and senior management and when appropriate are
invited by the committee to attend meetings but are not
present when their own remuneration is considered
the committee’s principal responsibilities are
● setting reviewing and recommending to the board for
approval the group’s overall remuneration policy for the
chairman executive directors and senior management
● reviewing and approving individual remuneration
packages for the chairman executive directors and
certain senior managers
● reviewing and approving service contracts for executive
directors including notice periods and terms for cessation
of employment and
● reviewing the rules approving new grants and setting the
performance conditions of any group share or cash based
incentive schemes and reviewing the design of all share
incentive plans for approval by the board and
shareholders
rpc group annual report and accounts 2008 23 report of the directors for the year ended 31 march 2008 continued
during the year the committee approved the terms of the
service contract and remuneration package between the
company’s new finance director p r m vervaat a dutch
national resident in the netherlands and the employing
company within the group rpc packaging europe bv in its
review of the terms of the contract the committee
considered the company’s remuneration policy comparison
with the market for the equivalent role in similar companies
the level of remuneration and other terms that would be
sufficient to secure the appointment dutch employment
law and the relevant provisions of the combined code and
abi guidelines consideration was also given to the
candidate’s existing remuneration package including the loss
of incentives provided by his former employer provision of
incentives that would align his interests with shareholders
financial arrangements in respect of duties and
responsibilities performed in the uk and the lost opportunity
to participate in the grant of executive share options made
to existing executive directors details of the elements of p r
m vervaat’s remuneration package are included in the
relevant sections of the remuneration report
the remuneration committee has continued to give
particular consideration to the issue of performance related
remuneration during the year the committee reviewed the
current longterm incentive arrangements for the group’s
senior executives and independent remuneration
consultants towers perrin were engaged by the committee
to advise on the design of a performance share plan towers
perrin has no other connection with the company a
statement to this effect is available on request from the
company secretary the committee reviewed and
recommended approval of the rules of the proposed rpc
group 2008 performance share plan the board approved the
plan subject to shareholder approval at the forthcoming
annual general meeting a summary of the rules of the plan
is included in the explanatory notes to the notice of annual
general meeting after the financial statements the
committee has also agreed the size of the initial awards and
the performance conditions that will apply further details
are given in the remuneration report
during the year the committee also reviewed the
remuneration for executive directors and senior managers
immediately below board level approved the grant of
executive share options and the performance conditions to
be applied and updated its terms of reference
a detailed report on remuneration policy directors’
remuneration packages and contract terms details of
directors’ shareholdings and share options movements
grants of executive share options during the year and details
of the proposed rpc group 2008 performance share plan are
given in the remuneration report
audit committee
the members of the audit committee and its chairman
throughout the year were as follows
m j b green chairman
d j wilbraham
p s wood
the board is satisfied that m j b green a chartered
accountant has recent and relevant financial experience the
institute of chartered accountants in england and wales has
confirmed that m j b green has demonstrated compliance
with its continuous professional development requirements
for 2007 in addition p s wood also a chartered accountant
has extensive experience in senior finance roles the
committee meets at least three times each year and
thereafter as circumstances dictate the number of meetings
held during the year and the attendance of members of the
committee are shown in the table on page 20 the external
auditors attend meetings of the committee other than
when their appointment or performance is being reviewed
the finance director group controller and other members
of the board attend audit committee meetings as
appropriate the committee meets with the auditors without
any other directors or management present at least twice a
year
the main responsibilities of the audit committee are to
● monitor the integrity and clarity of the financial
statements of the company and review any significant
financial reporting issues and judgements which they
contain
● review the consistency of and changes to accounting
policies the methods used to account for significant and
unusual transactions and whether the company has
followed appropriate accounting standards and made
appropriate estimates and judgements
● approve the external auditors’ terms of engagement audit
plan and scope of the audit and review with them the
results of their audit and any control issues raised
● review the effectiveness of the external auditors and their
independence and objectivity
● consider and make recommendations to the board on the
external auditors’ remuneration and their appointment
reappointment or removal
● review the effectiveness of the group’s internal control
and risk management systems
24 rpc group annual report and accounts 2008 ● review the group’s arrangements for its employees to
raise concerns about possible wrongdoing in financial and
other matters and
● monitor and review the effectiveness of the group’s
internal audit function approve the appointment and
removal of internal auditors review and approve their
remit review and assess internal audit plans review
internal audit reports and monitor management’s
response to recommendations
the audit committee fulfilled its responsibilities during the
year outlined above and reviewed and updated its terms of
reference
it has conducted a detailed assessment of the external
auditors including matters that might have a bearing on
their independence such as the level of fees for nonaudit
services provided during the year the committee is satisfied
that the level of fees for nonaudit services has not impaired
auditor objectivity and independence based on the principles
adopted in the group policy on the engagement of the
external auditors to supply nonaudit services the auditors
may not be engaged to audit their own work make
management decisions for the group have a mutual
financial interest with the group or be put in the role of
advocate for the group prior approval of the audit
committee is required for nonaudit services where the fees
are likely to exceed specified limits both for individual
assignments and in the aggregate details of the amounts
payable to the external auditors during the year for audit
and other services are set out in note 3 to the financial
statements
during the financial year under review the committee has
agreed an internal audit programme and scope of the work
to be undertaken by the internal auditor an independent
chartered accountant the committee has reviewed internal
audit reports discussed recommendations and agreed
actions with the board in consultation with the finance
director it has also considered and is keeping under review
the effectiveness and future scope of the internal audit
function to ensure that it improves compliance with
established processes and adds value to the group as a
whole
internal control
the board has overall responsibility for the group’s system
of internal control and for reviewing its effectiveness the
internal control systems are designed to meet the particular
needs of the group and to manage rather than eliminate the
risk of failure to achieve business objectives such systems
can only provide reasonable and not absolute assurance
against material misstatement or loss
throughout the year and up to the date of approval of this
annual report and accounts there has been in place an
established ongoing process for identifying evaluating and
managing the significant risks faced by the group which has
been regularly reviewed by the audit committee and the
board and is in accordance with the turnbull guidance on
internal control for directors on the combined code revised
october 2005
the key procedures in the group’s process for reviewing the
effectiveness of internal controls are summarised below
● there is a clearly defined group management
responsibility and reporting structure
● the group’s objectives are reviewed as part of the
strategic planning process and communicated throughout
the group objectives are set for individual operating
units as part of the strategy review process
● a threeyear strategy review is prepared for the board’s
consideration each year this is appraised in the light of
the strategic and other relevant risks and issues faced by
the group the resources available and its objectives
● risk assessment and evaluation take place as an integral
part of the group’s annual strategic planning cycle the
group has a detailed risk management process which
identifies the key risks faced by the individual reporting
entities and the group as a whole and the actions and
controls required to manage these risks the process is
reviewed each year to ensure it remains relevant to the
business over time the board and audit committee
review this information as part of the internal control
review
● the directors are required to approve yearly financial
budgets including capital expenditure for each of the
group’s operating units performance against these targets
is monitored monthly and reported on at the bimonthly
board meetings reasons for divergences are discussed at
board meetings
● managers are responsible for the identification and
evaluation of significant risks in their area of business
together with the design and operation of suitable
internal controls these risks are assessed on a continual
basis
● an annual review is performed on the effectiveness of the
system of internal control including a detailed risk
assessment the internal audit function undertakes work
to review the system of internal control at each operation
they visit and report findings to management
rpc group annual report and accounts 2008 25 report of the directors for the year ended 31 march 2008 continued
26 rpc group annual report and accounts 2008
● matters relating to internal control brought to the
attention of the management by internal and external
auditors are reviewed and any corrective actions to the
internal control procedures are made in a timely manner
● written monthly reports management accounts and key
performance indicators are submitted by operating units
and reviewed every month by senior management
significant risks and internal control issues are considered
actions agreed and progress monitored at monthly
meetings with reporting entities and where appropriate
at executive and board meetings
● operating units produce plans to improve controls
relating to key risks and any significant weaknesses
identified by group executives in addition to other
initiatives and ongoing actions in progress at the local or
cluster level
● an interim report is reviewed by the audit committee and
the board to monitor the operating units’ progress against
their plans to improve controls to ensure that necessary
actions have been or are being taken to remedy any
significant failings or weaknesses identified the report
also includes updates on significant risks and other
internal control issues
the internal audit function has performed reviews covering
both local operations and shared activities at a significant
number of the group’s sites during the year
the group has identified a number of categories of risk faced
by the business requiring particular attention to control and
monitoring these fall into the following categories strategic
business risks treasury risks which are explained in note 18
including liquidity risk safeguarding physical property
polymer purchasing and electricity costs major project
management including product development customer
relations including contractual terms service and quality it
systems health and safety and the environment details of
the specific risks that are seen as particularly important at
the current time are given in the business review
the directors confirm that they have carried out their annual
review of the effectiveness of the system of internal control
as it has operated throughout the year ended 31 march 2008
and up to the date of approval of the annual report and
accounts the directors also confirm that necessary actions
have been or are being taken to remedy any significant
failings or weaknesses identified from that review
directors’ statement on disclosure of information
to auditors
the directors who held office at the date of approval of this
report of the directors confirm that so far as they are each
aware there is no relevant audit information of which the
company’s auditors are unaware and each director has taken
all the steps that he ought to have taken as a director to
make himself aware of any relevant audit information and to
establish that the company’s auditors are aware of that
information
going concern
after making appropriate enquiries the directors have a
reasonable expectation that the group and the company
have adequate resources to continue in operational
existence for the foreseeable future for this reason they
continue to adopt the going concern basis in preparing the
group’s financial statements
international financial reporting
both the company financial statements and the group
financial statements have been prepared and approved by
the directors in accordance with international financial
reporting standards as adopted by the eu
financial reporting
the annual report and accounts and the interim report are
intended to provide a balanced and clear assessment of the
group’s past performance present position and future
prospects a statement by the directors on their
responsibility for preparing the financial statements is given
on page 39 and a statement by the auditors on their
responsibilities is given on page 40
statement on the group’s corporate
social responsibility policy
while the board is accountable to the company’s
shareholders it takes into account the interests of
employees customers and suppliers as well as the local
community and the environment in which the group
operates social environmental and ethical risks and controls
are included in the group’s system of risk assessment and
internal control the three main nonfinancial kpis monitored
by the group are given in the business review on page 14
ethics
the board expects that all directors and employees conduct
business in an ethical manner according to the following
basic principles directors and employees should inter alia
● exercise honesty objectivity and diligence in performing
their duties and undertaking their responsibilities
● be loyal in all matters affecting the group including
matters relating to customers
● not act in a manner which could discredit the group
● not enter into any activity which may result in a conflict
of interest with the group rpc group annual report and accounts 2008 27
● not accept gifts of value which could be described as an
inducement that could impair their judgement and
● neither use confidential information for personal gain nor
should any law or relevant regulation be contravened
employees
the group continues to recognise the benefit of both
effective communication with employees and achieving a
common awareness on the part of employees of the
financial performance and economic factors affecting the
performance of the group both individual site and group
wide meetings are held at which employees and
management are present and at which the key aspects of the
group’s activities performance and other matters of interest
to employees are reviewed an employee newsletter ‘rpc
perspectives’ is issued regularly in five languages employees
are encouraged to make their views and ideas known to the
directors and senior management of the group the group
established a european works council in 1998
employee participation is further encouraged through share
ownership and share option schemes which provide
employees with a direct stake in the growth and prosperity
of the business
the group aims to provide clear and fair terms and
conditions of employment and remuneration wherever it
operates it does not employ underage staff employees are
provided with training in order to give them the necessary
skills to perform their duties and where appropriate to
develop these skills and progress their career
the board does not tolerate any sexual physical or mental
harassment of its employees it promotes equal
opportunities for all present and potential employees and
does not discriminate on grounds of colour ethnic origin
gender age religion political or other opinion disability or
sexual orientation
the group’s policy is to recruit disabled workers for those
vacancies they are able to fill when existing employees
suffer disablement every effort is made to retain them in
the workforce wherever reasonable and practicable disabled
staff have the same opportunities as other employees so far
as training career development and promotion are
concerned
health and safety
the board is committed to providing a clean healthy and
safe working environment the board as a whole is
responsible for health and safety management including the
measurement and monitoring of individual business units on
a regular basis taking appropriate action where necessary
and the annual review and approval of the rpc group health
and safety policy responsibility for the application of this
policy has been delegated to the chief executive and
through him to the general managers of individual operating
units p j h hole has responsibility for reporting to the board
on health and safety matters
the board recognises that not only is good health and safety
management a duty owed to the people involved in or
affected by the group’s activities but it also makes good
business sense the board is committed to high and
improving standards in relation to employees customers
suppliers visitors and the general public as a minimum the
standards adopted are those required by law but the policy is
to seek to exceed these where there is a demonstrable
benefit
the general approach to health and safety is based on the
identification and control of risks continual improvement
and the development and maintenance of a positive safety
culture throughout the group the group health and safety
policy is displayed throughout the group’s premises and on
the group’s website
the local management are required to maintain appropriate
systems which include
● a clear statement of responsibilities
● provision for the communication of health and safety
matters throughout the organisation
● appropriate instruction training and supervision
● encouraging the involvement of employees in health and
safety issues
● appointment of competent persons
● plans to further improve standards supported by
allocation of the necessary resources
● measurement and monitoring of performance and
● periodic audit and regular review
an annual group health and safety review report is
considered by the board and recommendations for
improvements made in addition operating units are required
to include health and safety improvement initiatives in their
annual strategy and budgets and compliance with the group
policy is monitored as part of the internal control system
health and safety is treated as a priority item on the agenda
of routine management meetings with group executives
standards for health and safety vary widely across the
european countries where the group operates and there is an
ongoing process for improving health and safety 28 rpc group annual report and accounts 2008
report of the directors for the year ended 31 march 2008 continued
management and reporting in these countries a groupwide
annual audit of the health and safety management systems
in place at each plant is carried out to an independently set
standard two uk sites have accreditation to iso 18001 for
health and safety management systems
customers and suppliers
the group seeks to be honest and fair in its relationships
with customers and suppliers to provide customers with
standards of product and service that have been agreed and
to pay suppliers and subcontractors on agreed terms
it is group policy to maintain accreditation to the quality
management standard iso 9001 and encourage operating
units to gain accreditation to any specific standards required
by the markets served or by customers such as the brciop
food packaging standard
community
the board supports initiatives by operating units to engage
with their local community operating units and their staff
participate in a variety of local activities including projects
with local schools charity events and factory open days the
group policy on donations is to support local educational
and charitable causes and in particular those where
employees or their families are involved in the fund raising
environment
the board recognises its obligations to protect and preserve
the environment it is committed to achieving a high
environmental standard across all the activities of the group
and to minimising its environmental impact
the full text of the group environmental policy statement is
published on the company’s website the group is
committed to the introduction of environmental
management systems such as iso 14001 at all
manufacturing sites and to the continual improvement of its
performance six sites have achieved accreditation to iso
14001 this provides an additional level of risk management
assurance above that provided by the group’s internal
control and risk assessment system
the most significant areas of environmental impact
associated with the group’s operations are polymer and its
conversion energy consumption water consumption the use
of outer packaging and transport
maximising the efficiency of polymer conversion is a
fundamental factor in the financial performance of the
group and is one of the key indicators monitored against
budget targets on a monthly or more frequent basis for all
manufacturing operations in designing a new product and
through material selection the group aims to optimise the
weight of the container and its potential for recycling while
meeting the required performance and customer needs the
group works with customers to reduce the weight of
existing products and monitors developments in alternative
materials and production techniques which may reduce the
environmental impact of its products where practicable
suitable assured post consumer waste polymer is used in
place of virgin polymer as is the case with some fruit juice
bottles made for sale in marks and spencer stores
the group seeks to comply with all environmental and
packaging waste legislation including reach support of
initiatives to minimise the environmental impact of plastic
packaging through recovery and recycling continues through
direct sponsorship and membership of industry led bodies
such as the british plastics federation in the uk rpc tedeco
gizeh is a member of dsd in germany disposables benelux
foundation and saveacup in the uk a retired director of
the group b j borgardt chairs the packaging group within
the european plastic converters organisation which has a
leading role in assisting the european authorities in
formulating legislation to progressively increase the
valorisation of packaging waste in order to meet the group’s
obligations in the uk towards the national recycling scheme
which requires subscription for credits the group
participates in the valpak scheme
the group is a significant consumer of electricity and aims
to minimise the overall direct and indirect impact of its use
operating units are required to include a plan for improving
energy efficiency in their annual strategy and budget in the
uk the group has been awarded accreditation for
achievements in energy efficiency by the institute of energy
this energy efficiency accreditation is administered by the
national energy foundation which appoints independent
assessors who evaluate and monitor the applicant’s
performance to be successful requires an energy
management policy and reporting procedures investment in
energy efficiency measures and improvements in energy
efficiency over the previous three years accreditation is
reassessed every three years in addition to monitoring
energy usage the group also monitors water consumption
in partnership with customers and suppliers the group seeks
to develop packaging methods specifications recycling and
reuse to optimise the usage of outer packaging materials
the group aims to minimise the impact of the operation of
company vehicles and transport operations on the
environment through vehicle selection and delivery planning
to maximise vehicle utilisation
by order of the board
rebecca k joyce
company secretary
18 june 2008 rpc group annual report and accounts 2008 29
remuneration report for the year ended 31 march 2008
this remuneration report sets out the company’s policy on
the remuneration of executive and nonexecutive directors
together with details of directors’ remuneration packages
and service contracts for the financial year ended 31 march
2008
the board is responsible for both the general policy on
remuneration and its cost but has delegated prime
responsibility for the chairman’s and executive directors’
remuneration to the remuneration committee the
remuneration and terms of appointment of the non
executive directors are determined by the board as a whole
the company maintains contact with its shareholders about
remuneration in the same way as for other matters and as
required by the directors remuneration report regulations
2002 this remuneration report will be put to an advisory
vote of the company’s shareholders at the annual general
meeting on 23 july 2008
remuneration committee
the members of the remuneration committee throughout
the year were d j wilbraham chairman m j b green and
s rojahn all members of the committee are independent
nonexecutive directors the chairman and chief executive
are consulted on proposals relating to the remuneration of
other executive directors and designated senior
management
the role of the remuneration committee is set out in its
terms of reference which were revised following the annual
review and approved by the board in march 2008 the
committee’s principal responsibilities are given in the
corporate governance section of the report of the directors
remuneration policy
the board determines the remuneration of nonexecutive
directors based on the recommendation of the chairman and
chief executive and comparison with other companies of a
similar size and sector nonexecutive directors receive
director’s fees only and do not participate in any bonus or
sharebased incentives the total value of directors’ fees that
may be paid is limited by the company’s articles of
association director’s fees are not payable to executive
directors
the board conducted its triennial review of nonexecutive
directors’ fees in march 2008 taking into account relevant
published market data for companies of a similar size the
board approved an increase in fees from £28000 to £32000
per annum for all nonexecutive directors with effect from 
1 april 2008 in addition fees of £5000 per annum each
were awarded to the chairmen of the audit and
remuneration committees in recognition of their
responsibilities in these roles with effect from the same date
under normal circumstances nonexecutive directors’ and
committee chairmen’s fees will be fixed for three years no
additional fees are payable for membership of a committee
the remuneration committee normally reviews the
chairman’s fees every three years the chairman’s fees were
increased with effect from 12 july 2006 and have not been
reviewed subsequently
the remuneration committee considers the need to attract
retain and motivate executive directors and senior
management in determining appropriate remuneration
policies and packages the committee also takes into
account the internal pay and benefits practice both within
the group as a whole and within the particular national
context external comparisons examine equivalent roles in
similar companies particularly within the packaging industry
taking into account their size business complexity
international scope and relative performance
during the year the committee approved the terms of the
service contract with the company’s new finance director
p r m vervaat a dutch national resident in the netherlands
details of the individual elements of p r m vervaat’s
remuneration package are set out in the relevant sections of
this report
the remuneration committee has continued to give
particular consideration to the issue of performance related
remuneration and the provision set out in the combined
code that the performance related element should form a
significant proportion of the remuneration package of
executive directors in 2005 it conducted a review of future
policy in respect of base salaries for executive directors and
sharebased incentives with the assistance of advice from
remuneration consultants towers perrin in consultation with
the chairman and chief executive during the year under
review the remuneration committee reengaged towers
perrin to advise on the design of a performance share plan
details of the proposed plan are given under the
performance related remuneration heading in this report the
adoption of this plan will enable progress to be made
towards increasing performance related pay as a proportion
of executive directors’ total remuneration and compliance
with combined code provision b11 a resolution to adopt
the rpc group 2008 performance share plan will be put to
shareholders at the company’s annual general meeting to be
held on 23 july 2008
the remuneration committee shares the view of the board
that the decentralised structure of the group and the level
of responsibility for the profitability of individual business
units devolved to executives provide them with a high level
of motivation to perform in addition the executive share
option schemes have proved highly motivating for executive
directors senior and other managers and it aligns their
interests with those of shareholders it forms part of the remuneration report for the year ended 31 march 2008 continued
30 rpc group annual report and accounts 2008
general practice within the group for wider employee
participation and motivation through share option schemes
consequently the remuneration committee has decided
that incentives in the form of equity based schemes will
continue to be provided on 25 july 2007 a grant of
executive share options was made in line with dilution limits
further information is given below the dilution limits which
are in accordance with abi guidelines prevent a significant
further grant of executive share options from being made
until july 2011
the key components of the remuneration committee’s
policy on the remuneration of executive directors for the
current and future financial years are set out below
a remuneration components
i basic salary
salaries are reviewed annually by the committee although
not necessarily increased salary increases are determined
after taking into account an individual’s responsibilities
abilities contribution and experience as well as both market
data on salary rates for similar positions in comparative
companies and the group’s own salary structures in the
relevant countries as described above the review by towers
perrin in 2005 indicated that uk executive directors’ salaries
were in the lower quartile compared with the market
ii allowances
in the uk directors may forego the use of a company car in
exchange for a nonpensionable salary supplement as
specified in the company car policy p r m vervaat receives a
nonpensionable salary supplement for regularly working
outside the netherlands and tax equalisation payments
iii benefits in kind
benefits in kind provided for executive directors are
principally a fully expensed car mobile telephone and private
health cover expatriate accommodation and travel expenses
are provided for p r m vervaat benefits in kind are not
pensionable
iv performance related remuneration
annual bonus
executive directors are not eligible to participate in an
annual bonus plan
rpc group 1993 executive share option scheme
the rpc group 1993 executive share option scheme
terminated on 21 may 2003 under the rules of the scheme
executive share options are normally exercisable between
three and ten years after the date of grant provided
participants are still employed by the group the exercise
price is the midmarket price at the close of business on the
day before the date of grant performance conditions on the
exercise of options approved by the remuneration
committee were imposed only on those participants who
were executive directors of the company at the date of
grant the performance conditions are set out under the
table of options outstanding under the scheme in this
report
rpc group 2003 approved and unapproved executive
share option schemes
under the rules of the rpc group 2003 approved executive
share option scheme and the rpc group 2003 unapproved
executive share option scheme the 2003 schemes options
are granted at an exercise price equal to the market price of
the company’s shares at the close of business on the last
dealing day before the date of grant options are normally
exercisable between three and ten years after the date of
grant the aggregate value of options granted to an
employee under the 2003 schemes in any financial year will
not normally exceed their basic annual salary although this
limit may be exceeded where the remuneration committee
determine that special circumstances exist dilution limits in
accordance with abi guidelines apply
performance conditions on the exercise of options are
imposed by the remuneration committee on those
participants who are executive directors at the date of grant
the purpose of the performance conditions is to align the
interests of the executive directors with those of
shareholders
the 2007 remuneration report set out amendments to the
schemes’ rules in the event of an executive leaving the
company under specific circumstances and defined as ‘good
leavers’ cessation of employment for reasons such as
retirement redundancy or ill health these amendments
also apply to grants made after 31 may 2007
on 29 june 2005 options were granted to executive
directors and senior and middle managers under the 2003
schemes the performance required for executive directors
to achieve the maximum number of options granted is eps
growth of 5 per annum in excess of rpi on average over a
threeyear period from the date of grant half of the options
granted are exercisable where eps growth reaches 3 per
annum in excess of rpi on average over the same period a
straightline sliding scale applies between the minimum and
maximum performance targets the maximum number of
options exercisable the exercise price and option valuation
are shown in the table on page 37
on 25 july 2007 options were granted to executives
including directors under the 2003 schemes the
remuneration committee reviewed the relevance of the
performance test that applied to the vesting of options
under the 2003 schemes it concluded that the existing
performance test remained relevant and challenging in the
light of business goals and priorities and consequently the
performance conditions that apply to awards made to executive directors in 2007 are the same as those applied
under the 2005 grant
the maximum number of options exercisable the exercise
price and option valuation for the 2007 grant are shown in
the table on page 37 the maximum number of options
exercisable by the chief executive is 80000 and the face
value at the date of grant was 94 of his basic salary the
maximum number of options exercisable by all other
executive directors is 40000 each and their face value at the
date of grant averaged 81 of basic salary
on 3 december 2007 a grant of 100000 options was
awarded to p r m vervaat subject to the same performance
and other conditions that applied to executive directors
under the grant on 25 july 2007 the number of options
granted reflects the total number of options exercisable by
each of the other directors excluding the chief executive
under the 2003 schemes the face value of the award at the
date of grant was 127 of basic salary the exercise price
and option valuation are shown in the table on page 37
for all grants under the 2003 schemes there will be no
retesting and any options granted to executive directors that
do not meet the performance test will lapse on the third
anniversary from the date of grant new shares will be issued
to satisfy options exercised the eps targets will be adjusted
to maintain the level of performance required in the event of
any reduction in issued share capital the remuneration
committee will not automatically waive the performance
conditions in the event of a change of control of the
company or in the event of the early termination of
employment as defined in the scheme rules
the actual benefit that will be received by the directors will
depend on future eps and share price performance and
cannot be determined in advance
the board encourages executive directors to retain
ownership of their shares following exercise for a minimum
period of two years less any shares sold to finance the cost
of acquisition and any associated tax liability
rpc group 2003 sharesave scheme
executive directors are able to participate in invitations
under the rpc group 2003 sharesave scheme on the same
terms as all other eligible employees this scheme provides a
savings and investment opportunity which encourages wider
ownership in the company’s shares amongst employees the
scheme is hm revenue and customs approved for uk
participants and has unapproved appendices which allowed
overseas employees to participate on terms that are no
more beneficial than those for uk participants dilution
limits in accordance with abi guidelines apply options are
granted at an exercise price equal to 80 of the market
price of the company’s shares at the close of business on the
last dealing day or the average of the last three dealing days
before the invitation date an invitation was made on 
28 december 2005 and options granted on 20 january 2006
at an exercise price of £225 per share the related savings
contract is for three years and the options become
exercisable on 1 march 2009
individual share matching agreement
on 26 september 2007 the company and p r m vervaat
signed a share matching deed whereby p r m vervaat agreed
to acquire 50000 shares in rpc group plc and the company
agreed to grant a single award of 50000 shares at nil
consideration subject to the terms and conditions of the
deed the award will vest conditionally up on p r m vervaat
retaining legal and beneficial ownership of the shares
acquired and remaining employed by a member of the group
throughout a period of three years from the award date
provision is made for early vesting in the event of a change
of control or if employment ends for reasons such as death
illhealth disability and redundancy no performance
conditions apply the purpose of this onetime award is to
provide compensation for the loss of incentives provided by
his former employer the face value of the matching shares
at 1 november 2007 was 76 of his annual basic salary
proposed rpc group 2008 performance share plan
during the year the committee reviewed the current long
term incentive arrangements in the light of corporate goals
and strategy institutional investors’ guidelines and external
market practice for similar organisations in terms of size and
business complexity as a result of this review shareholders
will be asked to approve a new performance share plan at
the annual general meeting a summary of the main
features of the plan is included in the explanatory notes to
the notice of annual general meeting
the committee gave careful consideration to alternative
performance measures for awards under the executive share
option schemes the committee continues to believe that it
would be impractical to operate a tsr based test as there is
no relevant external peer group that can be readily used to
compare relative tsr given the geographical spread and
focused nature of rpc’s business the committee considers
that sustained growth in eps more accurately captures the
impact of management’s decisions and actions in areas such
as production efficiency margin improvement and efficient
use of resources
it is proposed that the performance condition for awards
under the new performance share plan remain the same as
that used for the executive share option schemes namely
reported adjusted basic earnings per share relative to an
index the committee remains of the view that in terms of
creating longterm shareholder value sustained growth in
profitability means that eps is the most appropriate
measure
rpc group annual report and accounts 2008 31 remuneration report for the year ended 31 march 2008 continued
under the proposed plan the main characteristics of the new
performance share plan would be
● participants will be eligible to be considered for awards
annually compared with the current policy where awards
have been made on an irregular basis
● awards will vest over a three year performance period
contingent on the satisfaction of an average growth in
reported adjusted earnings per share growth relative to
cpi for the relevant period
● average growth will be measured on a point to point
basis
● threshold performance of 3 average earnings per share
growth over cpi will equate to 25 of the initial award
vesting full vesting of the initial award will occur where
average earnings per share growth is 6 or more above
cpivesting between these two points will be on a
straightline sliding scale basis
● failure to achieve the threshold level of performance will
result in the full award lapsing there will be no retest
facility
the table below illustrates the performance vesting schedule
of earnings per share relative to cpi
eps growth above cpi  of award vesting
below 3 0
3 25
4 50
5 75
6 and above 100
the maximum potential annual award for any participant
will equate to 200 of annual base salary however annual
awards will normally be limited to 100 of base salary with
the 200 maximum reserved for exceptional circumstances
it is the intention of the remuneration committee that the
initial awards will be 66 of salary for the chief executive
and approximately 50 of base salary for other eligible
executives including other main board members
to reinforce the linkage between senior executives and
shareholders the remuneration committee intends to
require participants in awards to adhere to shareholding
guidelines whereby a personal shareholding worth an
equivalent of a minimum 50 of prevailing base salary is
accumulated and retained over a number of years
v pension provisions
uk pension scheme
the four british executive directors r j e marsh p hilton
p j h hole and c h sworn are members of the rpc
containers limited pension scheme this is a defined benefit
pension scheme which is a funded final salary hm revenue
and customs registered scheme
the scheme provides a pension of one 60th of final
pensionable earnings for each year of pensionable service
death in service benefits widow’s and dependants pensions
and ill health pensions in addition the above directors and a
restricted number of senior managers have been granted a
pension supplement uplifting pension benefits from all
sources including the rpc scheme up to twothirds
pensionable earnings which is accrued uniformly over a
period from between 1 may 1989 and 1 october 1991 until
normal pension age of 65 years provided at least 20 years
service is completed
the amount of any retirement pension or other relevant
benefit will be reduced as necessary to comply with any
restrictions now or subsequently imposed by law or
hm revenue and customs the remuneration committee has
decided not to introduce alternative pension arrangements
or compensation for executive directors in respect of the
lifetime allowance applicable from april 2006 as a result
the above directors are responsible for meeting any tax
charges arising if any from pension benefits in excess of the
annual allowance and lifetime allowance
further information about the uk pension scheme
employee contributions and the introduction of a pension
salary sacrifice arrangement during the year is given in note
24 to the financial statements
other directors’ retirement benefits
the pension provisions for the dutch directors are consistent
with national practice
p r m vervaat has an individual defined benefit pension
policy with a dutch insurance company nationale
nederlanden the plan provides pension benefits of 225
pa of pensionable salary and a spouse’s pension of 70 of
his pension on death the employee contribution rate was
85 of basic salary during the year employer contributions
are capped at 60000 euros per annum
h j kloeze was a member of the defined benefit pension plan
for rpc tedecogizeh deventer in the netherlands during
the year this plan was closed with effect from 1 january
2007 and all its members joined the dutch plastics industry
pension plan this is a funded defined benefit career
weighted average salary scheme all his accrued past service
benefits including a spouse’s pension of 70 of his pension
on death were transferred to the industry pension plan this
plan provides pension benefits of 215 pa of pensionable
salary the employee contribution rate is 66 of
pensionable salary
32 rpc group annual report and accounts 2008 the committee approves the pension arrangements and
contributions made by the group on behalf of the executive
directors the company does not contribute to any pension
arrangements for nonexecutive directors
b service contracts
the committee determines the terms of the service contract
for each executive director the service contracts contain
provision for early termination notice periods given by the
employing company are normally limited to 12 months or
determined by local employment legislation however in
exceptional circumstances the remuneration committee
will consider limited extension of the notice period up to
two years in respect of an executive director recruited from
outside the group in order to secure an appointment as has
been the case for p r m vervaat see below
a director’s service contract may be terminated without
notice and without any further payment or compensation
except for sums accrued up to the date of termination on
the occurrence of certain events such as gross misconduct if
the employing company terminates the employment of a uk
executive director in breach of contract compensation is
limited to salary due for any unexpired notice period and any
amount assessed by the remuneration committee as 
representing the value of other contractual benefits which
would have been received during the period payments in lieu
of notice are not pensionable
any entitlement to exercise share options granted to an
executive director will be determined at the discretion of the
remuneration committee in accordance with the relevant
schemes’ rules a participant’s options lapse if he resigns or is
dismissed
in the event of a change of control of the company with the
exception of p r m vervaat see below the notice period
and compensation for breach of contract for executive
directors is unchanged from the provisions described above
if there is a change of control executive directors are able to
exercise their options or exchange them for options in the
acquiring company in accordance with any performance or
other conditions and the rules of the company’s employee
share option schemes
executive directors of the company have no additional
entitlement to compensation for loss of their office as
directors the following table shows details of executive
directors’ service contracts
rpc group annual report and accounts 2008 33
name commencement date notice period term
r j e marsh 17 may 1993 12 months rolling
p hilton 10 february 1997 12 months rolling
p j h hole 12 march 1991 12 months rolling
h j kloeze 25 october 1971 4 months rolling
c h sworn 17 may 1993 12 months rolling
p r m vervaat 1 november 2007 12 months rolling
 this should be regarded as the minimum except in the event of gross misconduct as under dutch law the actual notice
period on termination by an employer is determined by the court based on the circumstances at the time
 in the event of a change of control the notice period is extended to 24 months if the employing group company gives
notice during a period of one year following such change of control thereafter the notice period reverts to 12 months there is
no reversion to a 12 month notice period on change of control after an initial period of employment with the group this does
not comply fully with provision b16 of the combined code however it was concluded that given the quality of the
candidate and the benefits to the company from securing the appointment the term should be accepted dutch employment
law governs the notice period given in the event of dismissal as a result of a disciplinary procedure
nonexecutive directors are not employed under service contracts and do not receive compensation for loss of office but are
appointed for fixed terms of three years renewable for further threeyear terms if both parties agree the following table
shows details of the nonexecutive directors’ terms of appointment
name commencement date notice period date term expires
j p williams 12 july 2006 none 11 july 2009
m j b green 26 march 2007 none 25 march 2010
s rojahn 25 january 2006 none 24 january 2009
d j wilbraham 14 july 2007 none 13 july 2010
p s wood 22 march 2006 none 21 march 2009 remuneration report for the year ended 31 march 2008 continued
34 rpc group annual report and accounts 2008
five y ear performance graph
the graph below shows the total shareholder return on a holding of rpc shares compared with a holding of the same amount
in shares of the basket of companies which make up the ftse small cap index this index has been chosen as this is considered
to be the most relevant yardstick against which the company’s share price performance may be measured there being no
other appropriate peer group of companies
the auditors are required to report on the information contained in the remaining sections of this remuneration report
directors’ emoluments
pension total excluding
basic salary salary benefits pension 
and fees allowances sacrifice in kind contributions
2008 2007
£’000 £’000 £’000 £’000 £’000 £’000
executives
r j e marsh 250 – 20 19 249 253
p hilton 160 – 13 12 159 166
p j h hole 114 11 9 1 117 122
h j kloeze 138––– 138 135
c h sworn 170 14 14 1 171 173
p r m vervaat
from 1 november 2007 76 10 – 18 104 –
908 35 56 51 938 849
nonexecutives
m j b green 28––– 28 28
d j wilbraham 28––– 28 28
j p williams 90––– 90 84
s rojahn 28––– 28 28
p s wood 28––– 28 28
202––– 202 196
1110 35 56 51 1140 1045
retirement benefits accrued to all six 2007 five executive directors under defined benefit schemes
300
280
260
240
200
180
160
140
120
100
80
rpc group plc – total return index
ftse small cap – total return index source thomson datastream
2003 2004 2005 2006 2007 2008
total shareholder return 31 march 2003 to 31 march 2008 rpc group annual report and accounts 2008 35
directors’ pension entitlements
the pension entitlements accruing during the year for the members of defined benefit pension schemes are as follows
transfer value
of increase
increase increase in accrued increase increase
in accrued in accrued pension in transfer in transfer
accrued pension pension at 31 march transfer value value transfer
pension at over year over year 2008 value at excluding including value at
31 march excluding including less member 31 march member member 31 march
2008 inflation inflation contributions 2007 contributions contributions 2008
£pa £pa £pa£££££
uk pension
scheme
p hilton 84362 3353 6429 40787 1040096 316284 320171 1360267
p j h hole 67852 3232 5686 45517 984682 177776 180500 1165182
r j e marsh 149282 10941 16195 150399 1799592 705987 712124 2511716
c h sworn 96966 6419 9858 97234 1361855 327762 331899 1693754
nationale
nederlanden 
pension plan
p r m vervaat 1850 1850 1850 4047 – 11343 4047 11343
dutch plastics
industry 
pension plan
h j kloeze 73147 3080 4454 12970 801258 58717 69583 742541
pension entitlements denominated in euros have been translated at the closing exchange rate
uk pension scheme
the year end accrued pensions are those which would be paid on retirement based on service and final pensionable earnings at
the year end directors may pay additional voluntary contributions neither these contributions nor the resulting benefits are
included in the above table the directors own contributions included above are those contributions made before the 
introduction of a pension salary sacrifice arrangement on 1 july 2007 contributions made by the employer under the pension
salary sacrifice arrangement equate to the amounts deducted from salaries shown in the directors’ emoluments table
the increase in transfer values is affected by a range of factors including salary increases age length of service and market 
value adjustment factors in addition during the year the transfer value calculation basis was amended for all members of the
scheme by the trustee after receiving advice from the scheme actuary as a result the transfer values calculated as at 
31 march 2008 allow for the change the magnitude of the increase in the transfer values depends on the age of the director
the table below sets out the impact of the change
transfer value at increase in
31 march 2008 transfer value
on previous attributable to the
calculation basis change in basis
££
p hilton 1187732 172535
p j h hole 1121700 43482
r j e marsh 2070197 441519
c h sworn 1536674 157080
nationalenederlanden pension plan
the yearend accrued pension for p r m vervaat is that which would be paid on retirement based on service from 1 november
2007 the date employment with the group began and career revalued earnings at the year end remuneration report for the year ended 31 march 2008 continued
dutch plastics industry pension plan
during the year the rpc tedecogizeh netherlands pension plan was closed with effect from 1 january 2007 and accrued
pension benefits transferred to the dutch plastics industry pension plan the accrued pension is based on past service benefits
transferred and service from 1 january 2007 and revalued salary at the yearend under the industry pension plan the
calculation of transfer values uses the statutory basis for such calculations that is applicable in the netherlands and as a
consequence of a change in this basis the transfer value has fallen for comparison if the old basis had been used the transfer
value would have been £135916 higher
directors’ shareholdings and options
31 march 2008 31 march 2007
number number
shareholdings of shares of shares
j p williams 2040000 2040000
r j e marsh 1871203 1855923
m j b green 7500 7500
p hilton 334490 326404
p j h hole 316806 316806
h j kloeze 13603 13603
c h sworn
beneficial 503229 503229
nonbeneficial 352733 352733
p r m vervaat from 1 november 2007 50000 –
d j wilbraham 30000 30000
on 7 april 2008 30000 shares were allotted to c h sworn on exercise of options granted on 23 july 2001 there have been no
other changes in the interests set out above between 31 march 2008 and 16 june 2008
share options
the following tables show details of the options held by the directors under the company’s share option schemes at 31 march
2008
rpc group 1993 executive share option scheme uk approved and international unapproved
year of options at granted exercised options at exercise market notional
grant 1 april during during 31 march price price on gain
2007 the year the year 2008 date of
exercise
r j e marsh 1997 53103 – 53103 – £137 £266 £68503
r j e marsh 2001 50000 – – 50000 £1455 – –
p hilton 1997 28103 – 28103 – £137 £266 £36253
p hilton 2001 30000 – – 30000 £1455 – –
p j h hole 1997 28103 – 28103 – £137 £28625 £41944
p j h hole 2001 30000 – – 30000 £1455 – –
h j kloeze 2001 30000 – – 30000 £1455 – –
c h sworn 2001 30000 – – 30000 £1455 – –
the options granted to executive directors on 11 july 1997 were subject to an eps growth target of an average of 2 per
annum over the increase in the rpi over the three year period from the date of grant the performance conditions were met
on 11 july 2000 the options were exercisable between 11 july 2000 and 10 july 2007
the options granted to executive directors on 23 july 2001 were subject to eps growth of an average of 3 per annum or
more above the increase in rpi over the three years from the date of grant the performance conditions were met on 23 july
2004 and the options are exercisable between 23 july 2004 and 22 july 2011
36 rpc group annual report and accounts 2008 rpc group annual report and accounts 2008 37
the directors who have exercised options during the year have retained ownership of those shares not sold to finance the cost
of purchase and income tax and social security liabilities on exercise with the exception of p j h hole whose 1997 options
were granted before his appointment to the board and were not subject to conditions applied to directors
rpc group 2003 approved and unapproved executive share option schemes
year of options at granted exercised options at exercise option market
grant 1 april during during 31 march price value price on
2007 the year the year 2008 date of
exercise
r j e marsh 2005 90000 – – 90000 £247 £046 –
r j e marsh 2007 – 80000 – 80000 £294 £067 –
p hilton 2005 55000 – – 55000 £247 £046 –
p hilton 2007 – 40000 – 40000 £294 £067 –
p j h hole 2005 55000 – – 55000 £247 £046 –
p j h hole 2007 – 40000 – 40000 £294 £067 –
h j kloeze 2005 55000 – – 55000 £247 £046 –
h j kloeze 2007 – 40000 – 40000 £294 £067 –
c h sworn 2005 55000 – – 55000 £247 £046 –
c h sworn 2007 – 40000 – 40000 £294 £067 –
p r m vervaat 2007 – 100000 – 100000 £233 £052 –
the options shown above are the maximum number that may be exercised between the dates set out below provided that the
performance conditions given on pages 30 to 31 are met
date of grant first exercise date last exercise date
29 june 2005 29 june 2008 28 june 2015
25 july 2007 25 july 2010 24 july 2017
3 december 2007 p r m vervaat only 3 december 2010 2 december 2017
the value of an option is calculated according to the black scholes model information on the assumptions made in the option
valuation is given in note 21 to the financial statements
rpc group 2003 sharesave scheme uk approved and international unapproved
year of options at granted exercised options at exercise market 
grant 1 april during during 31 march price price on
2007 the year the year 2008 date of
exercise
p hilton 2006 4155 – – 4155 £225 –
p j h hole 2006 4155 – – 4155 £225 –
h j kloeze 2006 4145 – – 4145 £225 –
c h sworn 2006 4155 – – 4155 £225 –
the share options granted on 20 january 2006 are exercisable between 1 march and 31 august 2009 the value of an option
calculated according to the black scholes model is £073
apart from 30000 options granted 23 july 2001 exercised on 7 april 2008 by c h sworn there have been no other changes
in share options between 31 march 2008 and 16 june 2008 38 rpc group annual report and accounts 2008
remuneration report for the year ended 31 march 2008 continued
share matching award
under a share matching deed dated 26 september 2007 a conditional award to acquire 50000 shares for nil consideration
was granted to p r m vervaat the award is subject to the terms and conditions summarised on page 31 provided the
conditions are met the shares will vest on 25 october 2010 and will be transferred within 30 days of the vesting date or
following the end of a close period if later the market value of the shares on 1 november 2007 was £279
the market price of an rpc group plc 5p ordinary share at 31 march 2008 was £20375 and the range of prices during the
year was £172 to £307
the remuneration report was approved by the board on 18 june 2008 and has been signed on its behalf by
d j wilbraham
chairman of the remuneration committee
18 june 2008 rpc group annual report and accounts 2008 39
the directors are responsible for preparing the annual report
and accounts and the group and company financial
statements in accordance with applicable law and
regulations
company law requires the directors to prepare group and
company financial statements for each financial year under
that law they are required to prepare the group financial
statements in accordance with international financial
reporting standards ifrss as adopted by the eu and have
elected to prepare the company financial statements on the
same basis
the group and company financial statements are required
by law and ifrss as adopted by the eu to present fairly the
financial position of the group and the company and the
performance for that period the companies act 1985
provides in relation to such financial statements that
references in the relevant part of that act to financial
statements giving a true and fair view are references to their
achieving a fair presentation
in preparing each of the group and company financial
statements the directors are required to
● select suitable accounting policies and then apply them
consistently
● make judgments and estimates that are reasonable and
prudent
● state whether they have been prepared in accordance
with ifrss as adopted by the eu and
● prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the group
and the company will continue in business
the directors are responsible for keeping proper accounting
records that disclose with reasonable accuracy at any time
the financial position of the company and enable them to
ensure that its financial statements comply with the
companies act 1985 they have general responsibility for
taking such steps as are reasonably open to them to
safeguard the assets of the group and to prevent and detect
fraud and other irregularities
under applicable law and regulations the directors are also
responsible for preparing a directors’ report directors’
remuneration report and the corporate governance
statement that comply with that law and those regulations
the directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the company’s website legislation in the uk governing
the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions
the directors confirm that to the best of their knowledge
● the financial statements prepared in accordance with the
applicable set of accounting standards give a true and fair
view of the assets liabilities financial position and profit
or loss of the company and the undertakings included in
the consolidation taken as a whole and
● the report of the directors includes a fair review of the
development and performance of the business and the
position of the company and the undertakings included in
the consolidation taken as a whole together with a
description of the principal risks and uncertainties that
they face
by order of the board
j p williams r j e marsh
chairman chief executive
18 june 2008 18 june 2008
statement of directors’ responsibilities in respect of the annual report and accounts 40 rpc group annual report and accounts 2008
we have audited the group and company financial
statements the financial statements of rpc group plc for
the year ended 31 march 2008 which comprise the
consolidated income statement the consolidated and
company balance sheets the consolidated and company
cash flow statements the consolidated and company
statement of recognised income and expense 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
this report is made solely to the company’s members as a
body in accordance with section 235 of the companies act
1985 our audit work has been undertaken so that we might
state to the company’s members those matters we are
required to state to them in an auditor’s report and for no
other purpose to the fullest extent permitted by law we do
not accept or assume responsibility to anyone other than
the company and the company’s members as a body for our
audit work for this report or for the opinions we have
formed
respective responsibilities of directors and
auditors
the directors’ responsibilities for preparing the annual report
and accounts the directors’ remuneration report and the
financial statements in accordance with applicable law and
international financial reporting standards ifrss as
adopted by the eu are set out in the statement of directors’
responsibilities on page 39
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
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 if in our opinion the
report of the directors is consistent with the financial
statements the information given within the report of the
directors includes that specific information presented in the
statements by the chairman and chief executive that is
cross referenced from the review of business and future
developments section of the report of the directors
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 2006 combined code specified for our review by the
listing rules of the financial services authority and we
report if it does not we are not required to consider
whether the board’s statements on internal control cover all
risks and controls or form an opinion on the effectiveness of
the group’s corporate governance procedures or its risk and
control procedures
we read other information contained in the annual report
and accounts and consider whether it is consistent with the
audited financial statements 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
includes an assessment of the significant estimates and
judgments made by the directors in the preparation of the
financial statements and of whether the accounting policies
are appropriate to the group’s and company’s circumstances
consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the
information and explanations which we considered
necessary in order to provide us with sufficient evidence to
give reasonable assurance that the financial statements 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 eu of the
state of the group’s affairs as at 31 march 2008 and of its
profit for the year then ended
● the company financial statements give a true and fair
view in accordance with ifrss as adopted by the eu as
applied in accordance with the provisions of the
companies act 1985 of the state of the company’s affairs
as at 31 march 2008
● 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 financial statements article 4 of the ias
regulation and
● the information given in the report of the directors is
consistent with the financial statements
kpmg audit plc
chartered accountants
registered auditor
leicester
le1 6lp
18 june 2008
independent auditors’ report to the members of rpc group plc rpc group annual report and accounts 2008 41
2008 2007
£m £m
note 2 revenue 6952 6457
note 3 operating costs 6739 6196
note 2 operating profit 213 261
analysed as
operating profit before 406 381
note 4 restructuring and disruption costs 162 58
note 4 impairment losses 35 62
note 4 negative goodwill released to income 04 –
operating profit 213 261
note 6 financial income 05 22
note 6 financial expenses 120 94
net financing costs 115 72
note 2 profit before taxation 98 189
note 7 taxation 54 58
note 20 profit for the period attributable to equity shareholders of the parent 44 131
note 10 basic earnings per ordinary share 44p 132p
note 10 diluted earnings per ordinary share 44p 131p
note 10 adjusted basic earnings per ordinary share 215p 206p
note 10 adjusted diluted earnings per ordinary share 214p 205p
consolidated statement of recognised
income and expense for the year ended 31 march 2008
note 20 foreign exchange translation differences 196 22
note 20 effective portion of movement in fair value of interest rate swaps 04 08
note 20 deferred tax on above 01 02
note 24 actuarial gains on defined benefit pension plans 74 20
note 20 deferred tax on actuarial gains 26 07
net incomeexpense recognised directly in equity 241 03
profit for the period 44 131
total recognised income and expense for the period attributable to
equity shareholders of the parent 285 128
consolidated income statement for the year ended 31 march 2008 42 rpc group annual report and accounts 2008
2008 2007
£m £m
noncurrent assets
note 11 goodwill 222 170
note 11 other intangible assets 28 15
note 12 property plant and equipment 2591 2345
note 18 derivative financial instruments 05 13
note 19 deferred tax assets 47 69
total noncurrent assets 2893 2612
current assets
note 14 inventories 1103 942
note 15 trade and other receivables 1399 1282
cash and cash equivalents 317 123
derivative financial instruments 03 –
total current assets 2822 2347
current liabilities
note 16 bank loans and overdrafts 31 39
note 16 trade and other payables 1577 1308
current tax liabilities 63 86
note 24 employee benefits 18 04
note 19 provisions 36 05
total current liabilities 1725 1442
net current assets 1097 905
total assets less current liabilities 3990 3517
noncurrent liabilities
note 17 bank loans and other borrowings 1780 1455
note 24 employee benefits 263 330
note 19 deferred tax liabilities 137 146
note 18 derivative financial instruments 13 01
total noncurrent liabilities 2193 1932
net assets 1797 1585
equity
note 21 called up share capital 50 49
note 20 share premium account 32 27
note 20 capital redemption reserve 09 09
note 20 retained earnings 1476 1463
note 20 cash flow hedging reserve 04 07
note 20 cumulative translation differences reserve 226 30
note 20 total equity attributable to equity shareholders of the parent 1797 1585
the financial statements on pages 41 to 83 were approved by the board of directors on 18 june 2008 and were signed on its behalf by
j p williams chairman p r m vervaat finance director
consolidated balance sheet at 31 march 2008 rpc group annual report and accounts 2008 43
consolidated cash flow statement for the year ended 31 march 2008
2008 2007
£m £m
cash flows from operating activities
profit before tax 98 189
financing costs 115 72
profit from operations 213 261
adjustments for
note 11 amortisation of intangible assets 03 01
note 12 impairment loss on property plant and equipment 35 62
note 12depreciation 307340
note 22 negative goodwill taken to income 04 –
note 5 sharebased payment expense 07 05
note 3 gainloss on disposal of property plant and equipment 16 02
increasedecrease in provisions 17 20
operating cash flows before movements in working capital 562 651
increasedecrease in inventories 14 49
decreaseincrease in receivables 92 74
decreaseincrease in payables 05 119
cash generated by operations 635 409
taxes paid 109 75
interest paid 106 84
net cash from operating activities 420 250
cash flows from investing activities
interest received 03 02
proceeds on disposal of property plant and equipment 63 23
acquisition of property plant and equipment 334 355
note 11 acquisition of intangible assets 13 10
note 22 acquisition of subsidiaries 56 81
net cash flows from investing activities 337 421
cash flows from financing activities
note 8 dividends paid 85 79
note 20 proceeds from the issue of share capital 05 09
repayments of borrowings 40 438
new bank loans raised 142 561
payment of finance costs 01 01
net cash flows from financing activities 21 52
net increasedecrease in cash and cash equivalents 104 119
cash and cash equivalents at beginning of period 123 245
effect of foreign exchange rate changes 59 03
cash and cash equivalents at end of period 286 123
cash and cash equivalents comprise
cash at bank 317 123
bank overdrafts 31 –
286 123 44 rpc group annual report and accounts 2008
company statement of recognised income and expense for the year ended 31 march 2008
2008 2007
£m £m
note 20 foreign exchange translation differences – 04
note 20 effective portion of movement in fair value of interest rate swaps 03 08
net income recognised directly in equity 03 04
note 20 loss for the period 54 44
total recognised income and expense for the period
attributable to equity shareholders 57 40 rpc group annual report and accounts 2008 45
2008 2007
£m £m
noncurrent assets
note 13 investment in subsidiaries 1347 1340
note 18 derivative financial instruments 05 13
total noncurrent assets 1352 1353
current assets
note 15 trade and other receivables 2021 1684
cash and cash equivalents 13 –
derivative financial instruments 03 09
total current assets 2037 1693
current liabilities
note 16 trade and other payables 1460 1321
current tax liabilities 06 06
total current liabilities 1466 1327
net current assets 571 366
total assets less current liabilities 1923 1719
noncurrent liabilities
note 17 bank loans and other borrowings 1741 1419
note 19 deferred tax liabilities 01 02
note 18 derivative financial instruments 13 01
total noncurrent liabilities 1755 1422
net assets 168 297
equity
note 21 called up share capital 50 49
note 20 share premium account 32 27
note 20 capital redemption reserve 09 09
note 20 retained earnings 80 212
note 20 cash flow hedging reserve 04 07
note 20 cumulative translation differences reserve 07 07
note 20 total equity attributable to equity shareholders 168 297
the financial statements on pages 41 to 83 were approved by the board of directors on 18 june 2008 and were signed on its behalf by
j p williams chairman p r m vervaat finance director
company balance sheet at 31 march 2008 46 rpc group annual report and accounts 2008
company cash flow statement for the year ended 31 march 2008
2008 2007
£m £m
cash flows from operating activities
loss before tax and dividends received 120 72
financing costs 104 60
loss from operations 16 12
increase in receivables 305 144
increase in payables 370 186
cash generated by operations 49 30
tax group relief receipts 31 21
interest paid 93 70
net cash from operating activities 75 19
cash flows from investing activities
interest received – 01
dividends received 35 06
net cash flows from investing activities 35 07
cash flows from financing activities
note 8 dividends paid 85 79
note 20 proceeds from the issue of share capital 05 09
movement in borrowings 142 82
payment of finance costs – 01
net cash flows from financing activities 62 11
net increasedecrease in cash and cash equivalents 22 01
cash and cash equivalents at beginning of period 09 11
effect of foreign exchange rate changes 18 01
cash and cash equivalents at end of period 13 09
cash and cash equivalents comprise
cash at bank 13 09 rpc group annual report and accounts 2008 47
1 principal accounting policies
rpc group plc the company is a company incorporated in the united kingdom
both the company financial statements and the group financial statements have been prepared and approved by the directors
in accordance with international financial reporting standards ifrss as adopted by the eu adopted ifrss on publishing
the company financial statements here together with the group financial statements the company is taking advantage of the
exemption in section 230 of the companies act 1985 not to present its individual income statement and related notes that
form part of these approved financial statements
the following principal accounting policies have been applied consistently throughout the year and the preceding year in
dealing with items which are considered material in relation to the group’s financial statements
basis of preparation
the financial statements are prepared in accordance with the historical cost convention except for derivative financial
instruments which are stated at their fair value
the preparation of the financial statements requires the directors to make judgements estimates and assumptions that affect
the application of policies and the reported amounts of assets and liabilities income and expenses the estimates and
associated assumptions are based on historical experiences and various other factors that are believed to be reasonable under
the circumstances the results of which form the basis of making the judgements about carrying values of assets and liabilities
that are not readily apparent from other sources actual results may differ from these estimates the key estimates and
judgements used in the financial statements are as follows
impairment of tangible and intangible assets
intangible assets are tested at least annually for impairment and the group’s assets other than inventories financial assets
within the scope of international accounting standard ias 39 and deferred tax assets are tested when there is an indication
of impairment in accordance with the accounting policy set out below and in note 4 to the financial statements the
recoverable amounts of cashgenerating units are determined based on value in use calculations these calculations require the
use of estimates which include cash flow projections for each cashgenerating unit and discount rates based on the group’s
weighted average cost of capital adjusted for specific risks associated with individual cashgenerating units
retirement benefit obligations
the costs and present value of any related pension assets and liabilities depend upon such factors as life expectancy of the
members wage rate increases of current employees the returns that the schemes’ assets generate and the discount rate used
to calculate the present value of the pension liabilities the group uses estimates based on past experience and actuarial
advice in determining these future cash flows and in determining the discount rate the accounting policy is set out below and
details of the assumptions used are set out in note 24 to the financial statements
taxation
there are many transactions whose ultimate tax treatment is uncertain the group makes provision for anticipated tax issues
based on the likelihood of whether additional taxes may arise the group recognises deferred tax assets and liabilities based on
estimates of future taxable income and recoverability if these estimates do not materialise or change or there are changes in
tax rates or to the period over which losses might be recognised then the value of the deferred tax asset or liability will need
to be revised in a future period the accounting policy for taxation is set out below
basis of consolidation
the consolidation includes the financial statements of the company and its subsidiaries made up to 31 march 2008 where
subsidiaries are acquired during the year their results are included in the group’s financial statements from the date of
control control exists when the group has the power directly or indirectly to govern the financial and operating policies of an
entity so as to obtain benefits from its activities intragroup sales and profits are eliminated fully on consolidation
property plant and equipment
items of property plant and equipment are stated at cost together with any incidental expenses of acquisition less
accumulated depreciation and any accumulated impairment losses
notes to the financial statements for the year ended 31 march 2008 notes to the financial statements for the year ended 31 march 2008 continued
48 rpc group annual report and accounts 2008
depreciation is calculated so as to write off the cost of each part of an item of property plant and equipment on a straight
line basis over the expected useful economic lives of the assets concerned as follows
freehold buildings 50 years
long leasehold property 50 years
plant and equipment 5 to 10 years
moulds 3 to 5 years
motor vehicles 4 years
freehold land is not depreciated
inventories
inventories are stated at the lower of cost and net realisable value in determining the cost of raw materials consumables and
goods for resale the average purchase price is used for finished goods cost is taken as production cost which includes the
cost of the raw materials and an appropriate proportion of overheads where necessary provision is made for obsolete slow
moving and defective stocks
financial assets
financial assets include cash and cash equivalents and trade and other receivables
trade and other receivables
trade and other receivables are recognised on the trade date being the date that the group commits to purchase or sell the
asset and are initially measured at fair value and subsequently measured at amortised cost less any provision for impairment
a provision for impairment is made when there is objective evidence such as the probability of insolvency or significant
financial difficulties of the debtor that the group will not be able to collect all of the amounts due under the original terms of
the invoice the carrying amount of the receivable is reduced through use of an allowance account balances are written off
when the probability of recovery is assessed as being remote
a financial asset or where applicable a part of a financial asset or part of a group of similar financial assets is derecognised
where
•
the rights to receive cash flows from the asset have expired or
•
the group has transferred its rights to receive cash flows from the asset and either a has transferred substantially all the
risks and rewards of the asset or b has neither transferred nor retained substantially all the risks and rewards of the asset
but has transferred control of the asset
cash and cash equivalents
cash and cash equivalents comprise cash balances bank overdrafts that are repayable on demand and form an integral part of
the group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of
cash flows
trade and other payables
trade and other payables are initially measured at fair value and are subsequently measured at amortised cost
provisions
a provision is recognised in the balance sheet when the group has a present legal or constructive obligation as a result of a
past event and it is probable that an outflow of economic benefits will be required to settle the obligation if the effect is
material provisions are determined by discounting the expected future cash flows at a pretax rate that reflects current market
assessments of the time value of money and when appropriate the risks specific to the liability
investments in subsidiaries
investments are stated at the fair value of the consideration given when initially acquired adjusted for capital contributions in
respect of share options granted to employees of its subsidiaries and reviewed for impairment if there is an indication that the
carrying value may not be recoverable rpc group annual report and accounts 2008 49
foreign currencies
trading transactions denominated in foreign currencies are translated into sterling at the exchange rate ruling when the
transaction was entered into monetary assets and liabilities are translated into sterling at the rate of exchange on the date of
the balance sheet nonmonetary assets and liabilities that are measured in terms of historical cost in a foreign currency are
translated using the exchange rate at the date of the transaction
assets and liabilities of subsidiaries in foreign currencies are translated into sterling at the exchange rate ruling on the date of
the balance sheet and the results of foreign subsidiaries are translated at the average rate of exchange for the year
since converting to ias and as permitted by ifrs 1 ‘firsttime adoption of international financial reporting standards’ the
group has reported the differences on exchange arising from the retranslation of the opening net assets of foreign operations
the effective portion of foreign currency borrowings used in a net investment hedge and the translation of the results of those
companies at the average rate within the translation reserve and has reported the transactions in the statement of recognised
income and expense prior to 2005 these items were recognised in retained reserves
all other foreign exchange differences are taken to the income statement in the year in which they arise
bank borrowings
interestbearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs finance charges
including premiums paid on settlement or redemption of direct issue costs are accounted for on an accrual basis in the income
statement using the effective interest method and are added to the carrying amount of the instrument to the extent that they
are not settled in the period in which they arise
derivative financial instruments
derivative financial instruments are measured at fair value and include interest rate swaps cross currency swaps and forward
foreign exchange contracts the fair values are determined by reference to the market prices available from the market on which
the instruments involved are traded
certain derivative financial instruments are designated as hedges in line with the group’s treasury policy hedges are classified
as follows
•
fair value hedges that hedge the exposure to changes in the fair value of a recognised asset or liability
•
cash flow hedges that hedge exposure to variability in cash flows that is either attributable to a particular risk associated
with a recognised asset or liability or a highly probable forecasted transaction
•
net investment hedges that hedge exposure to changes in the value due to fluctuations in exchange rates of the group’s
interests in the net assets of foreign operations
for fair value hedges any gain or loss from remeasuring the hedging instrument at fair value is recognised immediately in the
income statement any gain or loss on the hedged item attributable to the hedged risk is adjusted against the carrying amount
of the hedged item and similarly recognised in the income statement
for cash flow hedges and net investment hedges the portion of the gain or loss on the hedging instrument that is determined to
be an effective hedge as defined by ias 39 ‘financial instruments recognition and measurement’ is recognised in equity
directly in the cash flow hedge reserve or the translation reserve respectively with any ineffective portion recognised in the
income statement such hedges are tested both at inception to ensure they are expected to be effective and periodically
throughout their duration to assess continuing effectiveness when the forecast transaction results in the recognition of a non
financial asset or liability the associated gains or losses previously recognised in equity are included in the initial measurement
of the asset or liability for all other cash flow hedges the gains or losses that are recognised in equity are transferred to the
income statement in the same period in which the hedged cash flows affect the income statement
any gains or losses arising from changes in fair value of derivative financial instruments not designated as hedges are recognised
in the income statement
where a group company enters into financial guarantee contracts to guarantee the indebtedness of other companies within the
group the group considers these to be insurance arrangements for them as such in this respect the group treats the guarantee
contract as a contingent liability until such time as it becomes probable that the group will be required to make a payment
under the guarantee notes to the financial statements for the year ended 31 march 2008 continued
50 rpc group annual report and accounts 2008
during the year the group has adopted ifrs 7 which gives further disclosure surrounding the group’s financial instruments the
new disclosures are included throughout the financial statements while there has been no effect on the financial position or
results comparative information has been added where necessary
revenue
revenue which excludes value added tax and trade discount represents the invoiced value of goods supplied revenue is
recognised in the income statement when rigid plastic packaging products and associated equipment are supplied to external
customers in line with contractual arrangements in these instances significant risks and rewards of ownership have passed to
third parties the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the
transaction will flow to the group
government grants
government grants in respect of property plant and equipment are capitalised and released to the income statement over the life
of the related assets grants of a revenue nature are credited to the income statement in the year in which the grant is received
taxation
the tax expense represents the sum of the current taxes payable and deferred tax
the current tax payable is based on taxable profit for the year taxable profit differs from net profit as reported in the income
statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes
items that are never taxable or deductible the group’s liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the balance sheet date
deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is
accounted for using the balance sheet liability method deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised
deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the
group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future
deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is
realised deferred tax is charged or credited in the income statement except when it relates to items charged or credited
directly to equity in which case the deferred tax is also dealt with in equity
employee benefits
retirement benefit obligations
the group operates a number of defined benefit and defined contribution pension schemes
the liability recognised in the balance sheet in respect of defined benefit pension schemes is the present value of the defined
benefit obligation less the fair value of plan assets at the balance sheet date the obligation is calculated by external actuaries
using the projected unit credit method the group has adopted ias 19 revised and hence actuarial gains and losses arising
from experience adjustments and changes in actuarial assumptions are charged or credited to equity and recognised in full in
the consolidated statement of recognised income and expense in the period in which they occur
the cost of providing accrued service benefits return on scheme assets and interest on scheme liabilities are charged to
operating expenses
payments to defined contribution schemes are charged to the income statement when they fall due
termination benefits
the group recognises the present value of a liability to pay termination benefits when it has a demonstrable commitment to
terminating employment before retirement rpc group annual report and accounts 2008 51
in germany the group has contractual obligations under a parttime employment scheme for older employees altersteilzeit
in addition to half salary the employee may receive a fixed incentive payment the group provides for the incentive payment
as a termination benefit the number of employees who will take up this arrangement is an estimate based on historical
experience and any agreed cap on the number of participants actuarial gains and losses and past service costs are recognised
immediately in the income statement
other employee benefits
the group provides for the present value of its obligations in respect of other longterm employee benefits using actuarial
valuations these include deferred salaries due to german altersteilzeit employees and long service awards the group provides
for long service awards as they accrue the number of employees who will receive long service awards is estimated based on
historical experience actuarial gains and losses and past service costs are recognised immediately in the income statement
the costs of shortterm employee benefits are charged to the income statement when they fall due
leasing
where the group enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset the
lease is treated as a ‘finance lease’ the asset is recorded in the balance sheet as property plant and equipment and is
depreciated over its estimated useful life or the term of the lease whichever is shorter future instalments under such leases
net of finance charges are included within creditors rentals payable are apportioned between the finance element which is
charged to the income statement and the capital element which reduces the outstanding obligation for future instalments
all other leases are accounted for as ‘operating leases’ and the rental charges are charged to the income statement on a
straight line basis over the life of the lease
research and development expenditure
research expenditure is written off in the year in which it is incurred
where the expenditure meets the criteria for capitalisation set out in ias 38 ‘intangible assets’ development costs are capitalised
and amortised over their useful economic livesthe intangible assets are assessed for indications of impairment annually
goodwill
goodwill has been recognised on acquisitions and represents the excess of the fair value of consideration given over the
group’s interest in the fair value of the identifiable assets and liabilities and contingent liabilities at the date of acquisition
goodwill is stated at cost less any accumulated impairment losses the carrying amount is allocated to cashgenerating units
and is tested at least annually for impairment any impairment is recognised immediately as an expense and cannot be reversed
subsequently
in respect of acquisitions prior to 1 april 2004 goodwill is included on the basis of its deemed cost which represents the
amount recorded under previous gaap
on disposal of a subsidiary the attributable amount of goodwill is included in the determination of the profit or loss on
disposal except for goodwill written off to reserves under uk gaap prior to 1998 which has not been reinstated and is not
included in determining any subsequent profit or loss on disposal
negative goodwill arising on an acquisition is recognised directly in the income statement in the year of acquisition
other intangible assets
other intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses amortisation
begins when an asset is available for use and is calculated on a straightline basis to allocate the cost of assets over their
estimated useful lives as follows
patents remaining life of patent
product development costs over the life of the project
computer software and it systems development costs 45 years
the cost of intangible assets acquired in a business combination is the fair value at acquisition date the cost of separately
acquired intangible assets including computer software comprises the purchase cost and any directly attributable costs of
preparing the asset for use computer software costs that are directly associated with the implementation of major business
systems are capitalised as intangible assets 52 rpc group annual report and accounts 2008
notes to the financial statements for the year ended 31 march 2008 continued
impairment of tangible and intangible assets
at each balance sheet date the group reviews the carrying amount of the group’s assets other than inventories financial
assets within the scope of ias 39 and deferred tax assets to determine whether there is any indication that those assets have
suffered an impairment loss if any such indication exists the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss if any where the asset does not generate cash flows that are independent from
other assets the group estimates the recoverable amount of the cashgenerating unit to which the asset belongs intangible
assets with indefinite useful lives and goodwill are tested for impairment at least annually and whenever there is an indication
that the asset may be impaired
the recoverable amount is the higher of fair value less costs to sell and value in use in assessing value in use the estimated future
cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted
if the recoverable amount of an asset is estimated to be less than its carrying amount the carrying amount of the asset is
reduced to its recoverable amount an impairment loss is recognised as an expense immediately
where an impairment loss subsequently reverses in respect of assets other than goodwill the carrying amount of the asset is
increased to the revised estimate of its recoverable amount but so that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years a
reversal of an impairment loss is recognised as income immediately
equity settled sharebased payments
the group operates an employee savings related share option scheme and executive share option schemes as permitted by
ifrs 1 ‘firsttime adoption of international financial reporting standards’ the group has chosen to adopt ifrs 2 ‘sharebased
payments’ for share options granted after 7 november 2002 that had not vested by 1 january 2005 on this basis the fair value
of employee share options granted is calculated at grant date using an appropriate option pricing model the resulting cost is
charged to the income statement over the vesting period of the options with a corresponding increase in equity at each
balance sheet date the group revises its service and nonmarket estimates of the number of options that are expected to
become exercisable and the charge to the income statement is adjusted accordingly
where the company grants share options to employees of its subsidiaries the amount equal to the amount which would
otherwise have been charged in the income statement in respect of those options is accounted for as a capital contribution and
the company’s cost of investment in its subsidiary is increased accordingly
related party disclosures
transactions between the group and any related parties which require disclosure under ias 24 ‘related party disclosures’ are
given in note 25
ifrss and ifrics applied this year for the first time
in these financial statements the group has adopted the following standards for the first time
•
ifrs 7 ‘financial instruments disclosure’
•
amendment to ias 1 ‘presentation of financial statements – capital disclosures’
•
ifric 8 ‘scope of ifrs 2 sharebased payments’
•
ifric 9 ‘reassessment of embedded derivatives’
•
ifric 10 ‘interim financial reporting and impairment’
•
ifric 11 ‘ifrs 2 group and treasury share transactions’
none of these standards has had an effect on the balance sheets or income statements but the new requirements of ifrs 7
and ias 1 have led to amendments in disclosures about financial assets and liabilities
adopted ifrss and ifrics not yet applied
only ifrs 8 ‘segmental reporting’ has been adopted by the eu but has not yet been implemented by the group it requires that
the group discloses information to enable users of its financial statements to evaluate the nature and financial effects of the
business activities in which it engages and the economic environments in which it operates this will require amendment to the
disclosure of the group’s segments but will not impact on the measurement of any item consequently ifrs 8 will have no
material effect on the financial statements and it will be adopted for the year ended 31 march 2009 rpc group annual report and accounts 2008 53
2 segmental analysis
primary segments  geographical
the group operates in two principal geographic regions – ‘uk’ and ‘mainland ‘europe’ mainland europe also includes our
operation in the usa whose sales are predominantly manufactured in germany these two regions are the basis on which the
group reports its primary segment information segment information about these regions is presented below
segmental information by geographic segment
uk mainland europe othereliminations consolidated
2008 2007 2008 2007 2008 2007 2008 2007
£m £m £m £m £m £m £m £m
revenue
external sales 2182 2165 4770 4292 – – 6952 6457
intersegment sales – – 50 32 50 32 – –
total revenue 2182 2165 4820 4324 50 32 6952 6457
operating profitloss 12 21 243 270 18 12 213 261
net financing costs 115 72
profit before taxation 98 189
segment assets 1389 1445 3907 3240 97 151 5393 4836
segment liabilities 500 520 1360 1082 242 278 2102 1880
net segment assets 3291 2956
net borrowings 1494 1371
net assets per 
balance sheet 1797 1585
capital expenditure 133 161 215 170 03 03 351 334
depreciation and 
amortisation 101 113 207 226 02 02 310 341
impairment loss 28 53 07 09 – – 35 62
intersegment transfers are measured on an arm’s length basis
secondary segments – business process
the group comprises the following principal secondary segments whose activities are the manufacture by their specific
process and sale of rigid plastic packaging and associated equipment
segmental information by business segment
revenue segment assets capital expenditure
2008 2007 2008 2007 2008 2007
£m £m £m £m £m £m
blow moulding 1524 1477 1178 979 106 107
injection moulding 2959 2810 2314 2159 150 136
thermoforming 2469 2170 1803 1518 92 87
other – – 98 180 03 04
6952 6457 5393 4836 351 334
other includes head office current and deferred tax balances 54 rpc group annual report and accounts 2008
notes to the financial statements for the year ended 31 march 2008 continued
geographical analysis of revenue by destination
uk mainland europe consolidated
and usa
2008 2007 2008 2007 2008 2007
£m £m £m £m £m £m
revenue 2221 2098 4731 4359 6952 6457
3 operating costs
2008 2007
£m £m
raw material and consumables 3586 3070
own work capitalised 05 22
changes in stock of finished goods and work in progress 58 14
other external charges 800 826
carriage 325 302
staff costs note 5 1776 1656
depreciation of property plant and equipment 307 340
amortisation of intangibles 03 01
negative goodwill released to income 04 –
impairment losses 35 62
other operating income 26 25
6739 6196
2008 2007
£m £m
other external charges include the following
operating lease rentals
hire of plant and machinery 37 23
other operating leases 32 32
research and development 01 01
foreign exchange gains  losses 17 06
loss on disposal of property plant and equipment – 02
other operating income includes
profit on disposal of property plant and equipment 16 –
the analysis of auditors’ remuneration is as follows
2008 2007
£m £m
fees payable to the company’s auditors for the audit of the company’s annual accounts 02 01
fees payable to the company’s auditors and their associates for other services to the group
– the audit of the company’s subsidiaries pursuant to legislation 06 06
– other services pursuant to legislation – 01
– tax services 05 04
– corporate finance transaction services – 01
fees payable to kpmg audit plc and their associates for nonaudit services to the company are not required to be disclosed
because the consolidated financial statements are required to disclose such fees on a consolidated basis rpc group annual report and accounts 2008 55
4 restructuring and disruption costs
2008 2007
£m £m
closure costs 143 42
restructuring of operations 19 12
disruption costs caused by fire – 04
162 58
2008
during the year the group has closed and restructured operations in five of its seven clusters leading to the closure of sites in
piaseczno and l

askarzew in poland and thornaby and hereford in the uk closure of these sites is expected to be completed by
the end of the second quarter of 200809 costs of £143m were incurred in closing these sites of these costs £94m was
spent on staff redundancy and other closure costs while £49m of charges were incurred in relation to asset write downs
including inventory write downs of £44m the group’s restructuring led to a further £19m of costs being incurred in relation
to employment termination costs and other restructuring activities
2007
during the previous year the decision was taken to close our factory in bristol uk after an appraisal of the ongoing viability of
the site the operation ceased on 31 march 2007 and the closure costs amounted to £20m costs of £22m 2006 £24m were
incurred at the woburn sands site leading up to the planned closure on 31 october 2006
other restructuring costs of £12m principally relate to the restructuring of an existing operation within the tedecogizeh
cluster the costs relate to redundancy arising from a radical reassessment of working practices following the loss of a major
contract
our halstead operation in the uk suffered a fire in february 2007 the cost of writing off fire damaged stock and the clean up
operation amounted to £04m
impairment losses
2008 2007
£m £m
impairment loss recognised in respect of assets 35 62
during the year the group incurred a £35m charge in relation to writing down property plant and equipment at the sites that
were closed or were in the process of being closed in the previous year the group incurred a charge of £53m in relation to
the beauté cluster and £09m in respect of our operation in spain the decision to impair certain assets of the beauté cluster
followed on from the initial findings of an exercise to address the cost base of the cluster the poor performance of our
operation in spain had resulted in an appraisal of its recoverable amount the recoverable amount of the cashgenerating unit
was measured by determining the value in use of the assets
goodwill is tested at least annually and property plant and equipment is tested where there is an indication of impairment
cashgenerating units have been determined as individual sites within the group
the recoverable amounts of the cashgenerating units are determined from value in use calculations the cash flow projections
used in these calculations cover a five year period and are based on the 2008 budget and the outline plans for 2009 and 2010
approved by the board cash flows beyond this three year period have been extrapolated using a zero growth rate
the key assumptions used in the recoverable amount calculations include
i sales forecasts are based on cluster level analysis of sales markets competitors and prices for the budget period
consideration was given to past experience knowledge of future contracts and expectations of future potential changes in
the markets
ii polymer and electricity costs forecasts for polymer costs were based on prices at the time the budget was prepared
forecasts for electricity costs are based on contractual arrangements taking into account supply and demand factors notes to the financial statements for the year ended 31 march 2008 continued
56 rpc group annual report and accounts 2008
the pretax discount rates used for the cashgenerating units vary depending upon the risks faced by each individual cash
generating unit these range from 66 to 10 using the weighted average cost of capital for the group adjusted for risks
specific to the cashgenerating units
negative goodwill released to income
during the year ended 31 march 2008 the group released £04m 2007 £nil of negative goodwill related to the acquisition of
mob – see note 22
5 staff costs
number of personnel
the average number of personnel including executive directors employed by the group during the year was
2008 2007
number number
production 5889 5772
selling 307 304
administration 720 584
6916 6660
staff costs
staff costs for the above personnel were
2008 2007
£m £m
wages and salaries 1417 1350
restructuring costs 35 07
termination benefits 09 03
social security costs 271 248
share options granted to directors and employees note 21 07 05
pension costs – defined contribution plans 22 12
pension costs – defined benefit plans note 24 15 31
1776 1656
emoluments of the directors
disclosures of directors’ emoluments share options and pension costs are given in the remuneration report
the company had no employees
6 financial income and expenses
2008 2007
£m £m
interest receivable on cash at bank 03 02
exchange differences on bonds 02 20
total financial income 05 22
interest payable on bank loans and overdrafts 81 65
interest payable on bonds 25 22
mark to market loss on foreign currency hedging instruments 13 05
other interest payable and similar charges 01 02
total financial expenses 120 94
net financial expense 115 72 rpc group annual report and accounts 2008 57
7 taxation
2008 2007
£m £m
united kingdom corporation tax at 30 2007 30
current year – 03
overseas taxation
current year 75 68
adjustments in respect of prior periods 03 02
total current tax 78 67
deferred tax note 19
united kingdom 
current year 16 08
adjustments in respect of prior periods 03 03
overseas
current year 06 01
adjustment in respect of prior years 01 01
total tax expense in income statement 54 58
tax reconciliation
2008 2007
£m £m
profit before taxation 98 189
current tax at 30 2007 30 29 57
expenses not deductible for tax purposes 10 14
net deferred tax not provided 10 05
current year tax losses not recognised 21 15
tax rate differential 17 33
adjustments in respect of prior years 01 –
total tax expense in income statement 54 58
8 dividends 
2008 2007
£m £m
dividends on ordinary shares
interim for 200708 paid of 29p per share 29 –
final for 200607 paid of 57p per share 56 –
interim for 200607 paid of 27p per share – 27
final for 200506 paid of 525p per share – 52
85 79
the proposed final dividend for the year ended 31 march 2008 of 61p per share has not been included as a liability as at 
31 march 2008
9 profit for the financial year
as permitted by section 230 of the companies act 1985 the holding company’s income statement has not been included
in these financial statements the profit after taxation within these financial statements includes a loss of £54m 
2007 loss £44m by the company notes to the financial statements for the year ended 31 march 2008 continued
58 rpc group annual report and accounts 2008
10 earnings per share
basic
the earnings per share have been computed on the basis of earnings of £44m 2007 £131m and on the weighted average
number of shares in issue during the year of 98904009 2007 98352849 the number of shares in issue at 31 march 2008
was 99000695 2007 98693711
diluted
diluted earnings per share is the earnings per share after allowing for the dilutive effect of the conversion into ordinary shares
of the weighted average number of options outstanding during the year of 632647 2007 636433 the number of shares
used for the diluted calculation for the year was 99536656 2007 98989282
adjusted
the directors believe that the presentation of an adjusted basic earnings per ordinary share assists with the understanding of
the underlying performance of the group for this purpose we have excluded the restructuring and disruption costs
impairment losses and negative goodwill released to income identified separately on the face of the consolidated income
statement together with the debit or credit for the foreign currency hedging instruments less the tax thereon
a reconciliation from profit after tax as reported in the consolidated income statement to the adjusted profit after tax is set
out below
2008 2007
£m £m
profit after tax as reported in the consolidated income statement 44 131
restructuring and disruption costs and impairment losses 197 120
foreign currency hedging instruments 11 15
negative goodwill released to income 04 –
tax effect thereon 35 33
adjusted profit after tax 213 203
adjusted basic earnings per share
the weighted average number of shares used in the adjusted basic earnings per share calculation is as follows
2008 2007
weighted average number of shares 98904009 98352849
adjusted basic earnings per share 215p 206p
adjusted diluted earnings per share
the weighted average number of shares used in the adjusted diluted earnings per share calculation is as follows
number number
weighted average number of shares 98904009 98352849
effect of share options in issue 632647 636433
99536656 98989282
adjusted diluted earnings per share 214p 205p rpc group annual report and accounts 2008 59
11 intangible assets
other
intangible
goodwill assets total
£m £m £m
cost
at 1 april 2006 150 08 158
additions external 52 01 53
additions internally developed – 09 09
exchange differences 04 01 05
at 31 march 2007 198 17 215
at 1 april 2007 198 17 215
additions external 25 – 25
additions internally developed – 13 13
exchange differences 31 04 35
at 31 march 2008 254 34 288
amortisation
at 1 april 2006 28 01 29
charge for the year – 01 01
at 31 march 2007 28 02 30
at 1 april 2007 28 02 30
charge for the year – 03 03
exchange differences 04 01 05
at 31 march 2008 32 06 38
net book value at 31 march 2008 222 28 250
net book value at 31 march 2007 and 1 april 2007 170 15 185
net book value at 1 april 2006 122 07 129
the company had no intangible assets during the year
goodwill
goodwill acquired through acquisitions has been allocated to cashgenerating units that are expected to benefit from that
acquisition
the group tests at least annually for impairment or more frequently if there are indications that goodwill might be impaired
the cashgenerating units are tested by cluster as follows
uk injection moulding
blow moulding
bramlagewiko
beauté
bebo
cobelplast
tedecogizeh notes to the financial statements for the year ended 31 march 2008 continued
60 rpc group annual report and accounts 2008
cashgenerating units which are considered to be significant in relation to the total goodwill are uk injection moulding
bramlagewiko bebo and cobelplast which have carrying values of £49m £34m £42m and £58m respectively 
2007 £49m £02m £34m and £49m
the directors have determined that no impairment was required as at 31 march 2008 as the recoverable amounts are
significantly in excess of the carrying value more information is given on the calculation of impairment in note 4
other intangible assets
other intangible assets include patents at a net book value of £05m 2007 £05m and development costs with a net book
value of £22m 2007 £10m
12 property plant and equipment
the movements in the property plant and equipment of the group were as follows
long plant
freehold leasehold equipment
land and land and moulds and
buildings buildings vehicles total
£m £m £m £m
cost
at 1 april 2006 1472 10 4292 5774
in respect of acquisitions 10 06 36 52
exchange differences 27 – 81 108
additions 39 – 295 334
disposals 19 – 273 292
reclassification 04 – 04 –
at 31 march 2007 1479 16 4265 5760
at 1 april 2007 1479 16 4265 5760
in respect of acquisitions 34 – 11 45
exchange differences 196 01 569 766
additions 47 01 303 351
disposals 21 – 158 179
reclassification 20 07 13 –
at 31 march 2008 1755 11 4977 6743 rpc group annual report and accounts 2008 61
long plant
freehold leasehold equipment
land and land and moulds and
buildings buildings vehicles total
£m £m £m £m
depreciation
at 1 april 2006 322 01 3020 3343
exchange differences 05 – 58 63
charge for the year 24 01 315 340
impairment charge 08 – 54 62
disposals 06 – 261 267
reclassification 01 – 01 –
at 31 march 2007 342 02 3071 3415
at 1 april 2007 342 02 3071 3415
exchange differences 56 – 467 523
charge for the year 25 – 282 307
impairment charge – – 35 35
disposals 03 – 125 128
reclassification 11 01 10 –
at 31 march 2008 431 01 3720 4152
net book value at 31 march 2008 1324 10 1257 2591
net book value at 31 march 2007 and 1 april 2007 1137 14 1194 2345
net book value at 1 april 2006 1150 09 1272 2431
the value relating to land not depreciated is £265m 2007 £237m
the company had no property plant and equipment during the year
the impairment charge of £35m relates to charges taken in association with sites that have been or are being closed
£62m in the year ended 31 march 2007 relates to a £53m write down of assets in respect of the beauté cluster following an
exercise to address the cost base of that cluster and a £09m write down of assets in spain following an assessment of the
value in use of those assets more information is given on the impairments and their calculation in note 4
13 investment in subsidiaries
these comprise investments in rpc containers limited and rpc packaging holdings limited both companies are registered in
great britain numbers 2786492 and 3284112 and are wholly owned by rpc group plc the nature of the business carried on
by rpc containers limited is the manufacture and sale of rigid plastic packaging rpc packaging holdings limited is a holding
company through which the shares in subsidiaries in mainland europe and the usa are owned these subsidiaries are
principally involved in the manufacture and sale of rigid plastic packaging and are listed on page 8
company
2008 2007
£m £m
at 1 april 1340 1335
cost of share options note 21 07 05
at 31 march 1347 1340 notes to the financial statements for the year ended 31 march 2008 continued
62 rpc group annual report and accounts 2008
14 inventories
the amounts attributable to the different categories are as follows
group company
2008 2007 2008 2007
£m £m £m £m
raw materials and consumables 410 367 – –
finished goods and goods for resale 693 575 – –
1103 942 – –
15 trade and other receivables
group company
2008 2007 2008 2007
£m £m £m £m
trade receivables 1262 1176 01 –
amounts owed by group undertakings – – 2020 1684
other debtors 105 54 – –
prepayments and accrued income 32 52 – –
1399 1282 2021 1684
all receivables due from group undertakings have been classified as due within one year as there are no formal terms for their
repayment
trade receivables are denominated in the following currencies
2008 2007
£m £m
euros 861 701
sterling 346 375
others 55 100
1262 1176
trade receivables are noninterest bearing on normal commercial terms of credit and are shown net of any impairment
provision required to reflect the estimated recoverable value movements in the provision for the impairment of receivables
were as follows
2008 2007
£m £m
as at 1 april 37 39
charge for the year 25 22
amounts written off 15 15
unused amounts reversed 11 08
acquired in the period 01 –
exchange differences 05 01
at 31 march 42 37 rpc group annual report and accounts 2008 63
as at 31 march the analysis of trade receivables that were past due but not impaired is as follows
neither 
past due less than 3160 61120 more than
total nor impaired 30 days days days 120 days
£m £m £m £m £m £m
31 march 2008 1262 995 184 42 16 25
31 march 2007 1176 928 152 49 17 30
the group uses a variety of indicators to assess the credit worthiness of our customers and recoverability of amounts duethese
include using credit scoring to assess whether a customer should be accepted subsequently formal reviews are undertaken using
credit scores or other relevant data to determine whether the carrying value of the receivables has become impaired at some
sites a formal review process is undertaken annually irrespective of the factors that may impact on specific customer balances
16 trade and other payables
group company
2008 2007 2008 2007
£m £m £m £m
bank loans and overdrafts note 17 31 39 – –
payments received on account 38 04 – –
trade payables 1104 916 17 –
amounts owed to group undertakings – – 1443 1305
other payables 176 187 – –
accruals 259 201 – 16
1577 1308 1460 1321
17 noncurrent liabilities
group company
2008 2007 2008 2007
£m £m £m £m
bank loans and other borrowings see below 1780 1455 1741 1419
the maturity of bank loans overdrafts and other borrowings is set out below
group company
2008 2007 2008 2007
£m £m £m £m
repayable as follows
in one year or less 31 39 – –
between one and two years 27–––
between two and five years 1753 1013 1741 977
greater than five years – 442 – 442
1811 1494 1741 1419
these unsecured facilities comprise
i a revolving credit facility of up to £2000m available in sterling us dollars or euros at normal commercial interest rates
of this sum £280m will fall due on 16 june 2011 with the remaining £1720m available until 16 june 2012
ii uncommitted overdraft facilities of £100m €270m and other small local facilities
iii seven year floating loan notes totalling €350m and us400m maturing in february 2012 at a normal commercial margin
over euribor and libor notes to the financial statements for the year ended 31 march 2008 continued
64 rpc group annual report and accounts 2008
the currency and interest rate profile of the group’s net debt is as follows
fixed floating cash at fixed floating cash at
rate rate bank total rate rate bank total
2008 2008 2008 2008 2007 2007 2007 2007
£m £m £m £m £m £m £m £m
sterling – 509 229 280 – 348 48 300
euro 29 1043 37 1035 25 867 32 860
us dollar 10 215 23 202 12 242 22 232
other – 05 28 23 – – 21 21
39 1772 317 1494 37 1457 123 1371
18 derivative financial instruments
the group’s principal financial instruments other than derivatives are borrowings for the purpose of financing operating
activities other financial instruments comprise cash at bank and trade receivables and payables
the group’s financial derivatives in the group and company balance sheet as at 31 march 2008 comprise the following
assets liabilities net
£m £m £m
interest rate swaps 08 03 05
foreign currency swaps – 10 10
08 13 05
during the year the group had in place derivative transactions in the form of a maximum of 13 interest rate swaps for the
purposes of managing interest rate risks on borrowings
policies and risks associated with derivatives and financial instruments
the group’s policies and the risks associated with derivatives and financial instruments are as follows
a market risk
market risk is the risk that changes in market prices such as interest rates and foreign currency exchange rates will affect the
group’s net income or the value of its holdings of financial instruments the objective of market risk management is to
manage and control market risk exposures within parameters that are deemed to be acceptable while optimising return
generally the group seeks to minimise this risk through hedge arrangements designed to manage a proportion of the group’s
overall exposure
b interest rate risk
the group has borrowed in euros and sterling and has issued bonds in euros and us dollars interest rate swaps are used to
reduce the exposure of the group to fluctuations in interest rates the majority of borrowings during the year have been kept
on shortterm variable interest rates
the interest rate profile of the group’s borrowings at the year end is given in note 17 an increase of 1 in the interest rate
charged during the year on borrowings not fixed by interest rate swaps would have reduced profits before tax by
approximately £06m 2007 £09m before accounting for exchange differences
c liquidity risk
in order to improve liquidity and ensure continuity of funding the group has a credit agreement with a consortium of 
12 recognised international banks providing a £2000m revolving credit facility £1720m of which matures in june 2012 with
the remaining £280m maturing in june 2011
shortterm flexibility is achieved through additional sterling and euro overdraft facilities rpc group annual report and accounts 2008 65
d foreign currency risk
approximately 702 2007 668 of the group’s net assets before borrowings are in currencies linked with the euro and
generated by subsidiaries located in mainland europe
the company issued seven year bonds totalling €350m and us400m in february 2005 exchange rate swaps have been
entered into for us300m to sell euros and buy us dollars in 2012 when the us dollar bonds mature
exposure to foreign currency exchange risks on normal trading sales and purchases is minimised by trading in the subsidiaries’
local currencies wherever possible or by intragroup hedges where appropriate exchange risks on foreign currency fixed asset
purchases are eliminated through forward exchange contracts
the group is exposed to fluctuations in exchange rates on the translation of profits earned by its subsidiaries in mainland
europe these profits are translated at average exchange rates for the year which has a smoothing effect on shortterm
currency movements the estimated impact of the change in the average exchange rates between 2007 and 2008 on the profit
before tax is a net reduction of approximately £08m 2006 to 2007 net reduction of £02m the main currency that drives
this change is the euro movements in us dollar and other exchange rates were immaterial
e credit risk
credit risk is the risk of financial loss to the group if a customer or counterparty fails to meet its contractual obligations and
arises principally from amounts receivable from customers and deposits of cash made to financial institutions the group only
uses financial institutions as counterparties that have an investment grade rating
the methods used to evaluate customers’ credit worthiness are described in more detail in note 15
capital management
the board’s policy is to maintain a strong capital base so as to maintain investor creditor and market confidence and to
sustain future development of the business the board of directors monitors the type and geographic spread of shareholders
as well as the return on capital employed and the level of dividends to ordinary shareholders
the board encourages wide employee participation and motivation through equity based incentive schemes details of the
current sharesave and executive share option schemes and a proposed new performance share plan together with
shareholding guidelines are given in the remuneration report
the board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and
the advantages and security afforded by a sound capital position the group’s target is to achieve a return on capital employed
of 15 in 2008 the return was 107 2007 109
there were no changes in the group’s approach to capital management during the year
neither the company nor any of its subsidiaries are subject to externally imposed capital requirements
interest rate risk profile of financial assets and liabilities
group
the interest rate profile of the group’s net debt is shown in note 17
all floating rate loans bear interest based on libor or euribor the floating rate borrowings are typically rolled over for a period
of 6 months or less based on the appropriate libor rate during the year the group had in place interest rate swaps for euros
us dollars and sterling at the year end 13 swaps remained in place for a total nominal value of £932m 2007 £840m with
maturity dates ranging from june 2008 to december 2010 and at fixed rates between 295 and 5295 pre margin
an increase of 1 in the interest rate charged during the year on borrowings not fixed by interest rate swaps would have
reduced profit before tax by approximately £06m 2007 £09m before accounting for exchange differences notes to the financial statements for the year ended 31 march 2008 continued
66 rpc group annual report and accounts 2008
the range of interest rates applicable to financial liabilities net of derivatives by principal currency is as follows
2008 2007
sterling euro dollar other sterling euro dollar other

fixed interest rate na 229389 25 na na 229389 25 na
floating rate interest 
margin above
– euribor na 05 na na na 0509 na na
– libor 05051 na 09 na 05 na 07509 na
– ibor na na na 075085 na na na na
interest received on cash balances is at normal commercial floating rates
the group received a loan from the italian government of €34m at an interest rate of 089 which is expected to be
repayable over 5 years the fair value of the loan is €31m interest has been charged to the income statement reflecting the
group’s average rate of borrowings in euros
currency exposures
the group uses foreign currency borrowings to provide a hedge against foreign net investments the exchange gains or losses
on these borrowings are included in the statement of recognised income and expense a movement of 1 in the value of
sterling against other foreign currencies mainly the euro would result in a translational impact in the group’s profit before tax
of approximately £03m 2007 £03m
maturity of financial liabilities
the maturity profile of the group’s undrawn borrowing facilities in respect of which all conditions precedent have been met at
31 march 2008 is as follows
2008 2007
£m £m
expiring in more than two years 1301 1023
the maturity of bank loans and overdrafts is set out in note 17
fair values of financial assets and liabilities
set out below is a comparison by category of the book values and fair values of the financial assets and liabilities of the group
and company at 31 march 2008
group
book value fair value book value fair value
2008 2008 2007 2007
£m £m £m £m
cash and cash equivalents 317 317 123 123
trade and other receivables 1399 1399 1282 1282
bank loans and overdrafts 31 31 39 39
trade and other payables 1577 1577 1309 1309
primary financial instruments held to finance the group’s operations
longterm borrowings 1780 1780 1455 1455
derivative financial instruments held to manage the 
interest rate profile
interest rate swaps 03 03 10 10
derivative financial instruments held to manage 
foreign currency exposures
foreign currency swaps 11 11 02 02 rpc group annual report and accounts 2008 67
company
book value fair value book value fair value
2008 2008 2007 2007
£m £m £m £m
cash and cash equivalents 13 13 09 09
trade and other receivables 03 03 03 03
trade and other payables 16 16 15 15
primary financial instruments held to finance the group’s operations
longterm borrowings 1741 1741 1419 1419
derivative financial instruments held to manage the 
interest rate profile
interest rate swaps 03 03 10 10
derivative financial instruments held to manage 
foreign currency exposures
foreign currency swaps 11 11 02 02
the fair value of longterm borrowings has been calculated by discounting cash flows at prevailing interest rates the fair values
of the interest rate swaps and foreign currency swaps have been determined by reference to the market price available from the
market on which the instruments are traded
the movement on the fair value of the interest rate swaps are debited or credited to equity via the consolidated statement of
recognised income and expense
the fair value movement on the foreign currency swaps are debited or credited to the income statement
gains and losses on hedges
the group uses interest rate swaps to manage its interest rate profile changes in the fair value of the financial instruments
used as hedges are recognised in the financial statements during the period the net losses from financial instruments entered
into totalled £08m 2007 loss £02m a gain of £04m 2007 gain £02m will arise in the year ending 31 march 2009
19 provisions
deferred tax 
the following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the
current and prior reporting period
accelerated other accelerated other 
capital employee temporary capital employee temporary
allowances benefits differences total allowances benefits differences total 
2008 2008 2008 2008 2007 2007 2007 2007
£m £m £m £m £m £m £m £m
at 1 april 130 57 04 77 156 69 08 79
creditcharge to income 31 08 01 24 24 05 10 09
creditcharge to equity 08 25 09 24 01 06 02 09
exchange differences 15 02 – 13 03 01 – 02
at 31 march 122 26 06 90 130 57 04 77
deferred tax liabilities 122 – 15 137 132 – 14 146
deferred tax assets – 26 21 47 02 57 10 69
122 26 06 90 130 57 04 77
accelerated capital allowances relate to property plant and equipment
certain deferred tax assets and liabilities have been offset where the group has a legally enforceable right to set off current
tax assets against current tax liabilities and where the deferred tax assets and liabilities relate to income taxes levied by the
same tax jurisdictions
the group did not provide deferred tax assets of £49m 2007 £39m in respect of surplus tax losses notes to the financial statements for the year ended 31 march 2008 continued
68 rpc group annual report and accounts 2008
the following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the
current and prior reporting period
other other
temporary temporary
differences differences 
2008 2007
£m £m
deferred tax liabilities at 1 april 02 –
creditcharge to equity 01 02
deferred tax liabilities at 31 march 01 02
other temporary differences relate to hedging movements
provision for termination and restructuring of operations
£m
at 1 april 2007 05
utilised in the year 05
arising in the year 36
at 31 march 2008 36
the provisions relate to the closure and restructuring of certain activities described in note 4 it is expected that the provisions
outstanding will be utilised within the next 12 months
20 capital and reserves
share share capital translation cash flow retained total
capital premium redemption reserve hedging earnings equity
account reserve reserve
£m £m £m £m £m £m £m
group
at 1 april 2006 49 240 09 52 01 1171 1522
issue of shares – 09–––– 09
share premium transfer – 222 – – – 222 –
profit for year ended 31 march 2007 ––––– 131 131
equitysettled share based payments ––––– 05 05
actuarial gains ––––– 20 20
deferred tax on actuarial gains ––––– 07 07
exchange differences on foreign currencies – – – 22 – – 22
movement in fair value of swaps –––– 08– 08
deferred tax on hedging movements –––– 02 – 02
dividends paid ––––– 79 79
at 31 march 2007 49 27 09 30 07 1463 1585 rpc group annual report and accounts 2008 69
share share capital translation cash flow retained total
capital premium redemption reserve hedging earnings equity
account reserve reserve
£m £m £m £m £m £m £m
group
at 1 april 2007 49 27 09 30 07 1463 1585
issue of shares 01 05–––– 06
profit for year ended 31 march 2008 ––––– 44 44
equitysettled share based payments ––––– 07 07
actuarial gains ––––– 74 74
deferred tax on actuarial gains ––––– 26 26
exchange differences on 
foreign currencies – – – 196 – 01 195
movement in fair value of swaps –––– 04 – 04
deferred tax on hedging movements –––– 01– 01
dividends paid ––––– 85 85
at 31 march 2008 50 32 09 226 04 1476 1797
share share capital translation cash flow retained total
capital premium redemption reserve hedging earnings equity
account reserve reserve
£m £m £m £m £m £m £m
company
at 1 april 2006 49 240 09 03 01 108 404
issue of shares – 09–––– 09
share premium transfer – 222 – – – 222 –
loss for year ended 31 march 2007 ––––– 44 44
equitysettled share based payments ––––– 05 05
exchange differences on 
foreign currencies – – – 04 – – 04
movement in fair value of swaps –––– 08– 08
deferred tax on hedging movements –––– 02 – 02
dividends paid ––––– 79 79
at 31 march 2007 49 27 09 07 07 212 297
at 1 april 2007 49 27 09 07 07 212 297
issue of shares 01 05–––– 06
loss for year ended 31 march 2008 ––––– 54 54
equitysettled share based payments ––––– 07 07
movement in fair value of swaps –––– 04 – 04
deferred tax on hedging movements –––– 01– 01
dividends paid ––––– 85 85
at 31 march 2008 50 32 09 07 04 80 168
the capital redemption reserve was created on the repurchase and cancellation of ordinary and preference shares in previous
years
the cash flow hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow
hedging instruments
the translation reserve comprises the effective portion of all foreign exchange differences arising from the retranslation of
financial statements of foreign operations as well as the translation of liabilities that hedge the company’s net investment in
foreign operations notes to the financial statements for the year ended 31 march 2008 continued
70 rpc group annual report and accounts 2008
a special resolution by the company to reduce its share premium account by £222m and transfer this sum to retained
earnings was confirmed by an order of the high court of justice chancery division dated 3 may 2006
21 share capital 
group and company 
2008 2007
££
authorised
130000000 2007 130000000 ordinary shares of 5p each 6500000 6500000
allotted called up and fully paid
99000695 2007 98693711 ordinary shares of 5p each 4950035 4934686
the authorised share capital was increased by 10000000 ordinary 5p shares at the annual general meeting on 19 july 2006
the movement in the number of ordinary shares of 5p each issued by the company is as follows
2008 2007
number number
in issue at 1 april 98693711 98072180
exercise of employee share options 306984 621531
in issue at 31 march 99000695 98693711
the company has one class of ordinary 5p shares the rights and obligations attaching to the ordinary shares and provisions
relating to the transfer of ordinary shares are set out in the company’s articles of association and governed by statute all
ordinary shares rank equally regarding dividends votes and return of capital holders of ordinary shares are entitled to receive
shareholder notices and other documents and information and to attend speak and exercise voting rights either in person or
by proxy at general meetings of the company the directors may refuse to register a transfer of ordinary shares where the
required proof of title has not been provided or transfer documents have not been lodged in an acceptable manner or form
there are no restrictions on the voting rights of holders of ordinary shares and there are no agreements that are known to the
company between shareholders which may result in such restrictions
the options granted under the company’s share option schemes are satisfied by the issue of new ordinary shares therefore
employees do not hold any voting rights until the shares are allotted on exercise of their options
the interests of the directors in the ordinary shares of the company are shown in the remuneration report rpc group annual report and accounts 2008 71
share options
the group operates a number of employee share option schemes invitations under the savings related share option scheme
sharesave scheme are made to eligible employees in the uk and participating mainland european countries the exercise
price of the options granted is the market price of the shares at the close of business on the day preceding the date of grant
less 20 options are normally exercisable for a period of 6 months starting three years after the related savings contract
begins provided a participant remains an employee of the group and completes the three year savings contract
executive share options are granted to executive directors and managers at the discretion of the remuneration committee of
the group’s board of directors the exercise price is normally the market price at the close of business on the day preceding
the date of grant options are exercisable between three and ten years after the date of grant provided the participant remains
an employee of the group and for executive directors targets for earnings per share growth are met further information on
these schemes is given in the remuneration report
the group has no legal or constructive obligation to repurchase or settle employee share options in cash
movements in the number of share options outstanding and their related weighted average exercise prices are as follows
2008 2007
average number average number
exercise of exercise of
price options price options
at 1 april 218p 3813027 208p 4687254
granted 290p 1820000 – –
forfeited 238p 127068 202p 161231
exercised 163p 306984 142p 621531
lapsed 225p 53800 169p 22699
cancelled 225p 83353 225p 68766
at 31 march 247p 5061822 218p 3813027
options exercisable at 31 march 153p 632647 149p 885074
the share options outstanding at the end of the year were as follows
date earliest latest number number
of exercise exercise exercise of options of options 
grant date date price 2008 2007
rpc group 2003 sharesave scheme 2012006 132009 3182009 2250p 864144 1035953
rpc group 1993 executive share
option scheme 1171997 1172000 1072007 1370p – 231309
781998 782001 682008 1725p 82609 82609
2671999 2672002 2572009 2105p 40000 40000
2372001 2372004 2272011 1455p 510038 531156
rpc group 2003 approved and
unapproved executive share
option schemes 2962005 2962008 2862015 2470p 1776000 1892000
2572007 2572010 2472017 2940p 1664031 –
3122007 3122010 2122017 2330p 100000 –
17122007 17122010 16122017 2180p 25000 –
options outstanding at 31 march 5061822 3813027
under ifrs 2 ‘sharebased payments’ an expense is recognised for all equity settled share options granted after 7 november
2002 that had not vested before 1 january 2005 consequently the recognition and measurement principles in ifrs 2 have not
been applied to the executive share options granted under the rpc group 1993 executive share option scheme notes to the financial statements for the year ended 31 march 2008 continued
72 rpc group annual report and accounts 2008
the fair value of options and the significant inputs using the black scholes valuation model were as follows
rpc group rpc group rpc group rpc group
2003 2003 2003 2003
rpc group executive executive executive executive
2003 share share share share
sharesave option option option option
scheme schemes schemes schemes schemes
date of grant 2012006 2962005 2572007 3122007 17122007
share price at date of grant 284p 247p 294p 233p 210p
exercise price 225p 247p 294p 233p 218p
fair value of options 73p 44p 64p 52p 38p
expected volatility 22 20 20 20 20
dividend yield 33 35 35 35 35
annual riskfree interest rate 46 45 63 54 54
option life allowing for the vesting period 
and time to exercise 31 years 62 years 61 years 70 years 60 years
the volatility measured as the standard deviation of expected share price returns is based on statistical analysis of the
company’s historical share price there are no market conditions associated with the share option grants
the fair value of 50000 matching shares awarded during the year was 252p per share based on a market value at 1 november
2007 of 279p and discounted at a dividend yield of 35 over the threeyear vesting period further information on the share
matching award is given in the remuneration report
the amounts recognised in the income statement are as follows
year of 2008 2007
grant £m £m
rpc group 2003 executive share option schemes 2005 03 03
rpc group 2003 sharesave scheme 2006 02 02
rpc group 2003 executive share option schemes 2007 02 –
total included in staff costs note 5 07 05 rpc group annual report and accounts 2008 73
22 acquisitions
all acquisitions in this and the prior year were acquired for cash and accounted for using the acquisition method of
accounting
2008
during the year ended 31 march 2008 the group acquired 100 of the following businesses
company date acquired
dm plast 1 june 2007
raytec bv 8 october 2007
mob 23 november 2007
the book and fair values of these businesses were as follows
book value fair value
£m £m
property plant and equipment 22 47
intangible assets 05 –
inventories 26 25
trade and other receivables 12 12
cash at bank and in hand 08 08
trade and other payables 21 26
provision for onerous contracts – 16
employee benefits and related costs – 04
dilapidation provision – 02
52 44
positive goodwill 24
negative goodwill taken to income 04
goodwill 20
cash paid 62
acquisition expenses 02
cash consideration 64
net cash outflow arising on acquisition
cash consideration 64
cash at bank and in hand 08
56
the acquired businesses generated revenue of £117m and a profit before interest and tax of £04m in the period between the
date of acquisition and the balance sheet date if these acquisitions had been completed on 1 april 2007 group revenues for
the year would have increased by £122m to £7074m and group operating profit would have increased by a further £02m to
£215m
the goodwill arising on the acquisitions are attributable to the anticipated profitability of the acquired businesses and the
anticipated future operating synergies of combining these businesses with our existing activities negative goodwill has been
released to the income statement notes to the financial statements for the year ended 31 march 2008 continued
74 rpc group annual report and accounts 2008
2007
crown risdon
at the beginning of july 2006 the group acquired 100 of the issued share capital of marolles beauté sas and the trade and
assets of crown risdon italia srl for cash
book value fair value
£m £m
property plant and equipment 58 45
inventories 42 40
trade and other receivables 52 51
deferred tax asset – 03
cash and cash equivalents 08 08
trade and other payables 80 83
employee benefits 13 15
reorganisation provision 07 04
provision for onerous contracts – 12
dilapidation provisions – 02
deferred tax liability – 03
60 28
goodwill 13
cash paid 39
acquisition expenses 02
cash consideration 41
net cash outflow arising on acquisition
cash consideration 41
cash and cash equivalents acquired 08
33
the goodwill arising on the acquisition is attributable to the anticipated profitability of the acquired business and the
anticipated future operating synergies of combining these businesses with our existing business at thornaby to create the
beauté cluster
the fair value of property plant and equipment reflects the net movement from an upward revaluation of property and a
reduction in plant and equipment reflecting the alignment of accounting policies
prior to acquisition the businesses were part of crown european holdings sa however only certain parts of that business
were acquired the centralised nature of their structure and accounting function means that it is not practicable to provide
further details of the results of the acquired business prior to acquisition
the acquired business generated revenue of £205m and a loss before interest and tax of £02m in the period between the
date of acquisition and the balance sheet date rpc group annual report and accounts 2008 75
barplas limited
on 31 october 2006 the group acquired 100 of the issued share capital of barplas limited for cash
book value fair value
£m £m
property plant and equipment 05 05
inventories 02 02
trade and other receivables 16 15
cash and cash equivalents 01 01
trade and other payables 09 10
current tax liabilities – 03
15 10
goodwill 34
cash paid 43
acquisition expenses 01
cash consideration 44
net cash outflow arising on acquisition
cash consideration 44
cash and cash equivalents acquired 01
43
the goodwill arising on the acquisition is attributable to the anticipated profitability of the business and the anticipated
synergistic benefits that will result from being part of the group’s uk injection moulding cluster
barplas limited contributed £25m of revenue and £05m to the group’s profit before interest and tax for the period between
the date of acquisition and the balance sheet date
if the acquisition of barplas limited had been completed on 1 april 2006 group revenues for the year would have been
£6493m and group operating profit would have been £268m
4 y ou sigal
in august 2006 the group acquired certain trade and assets from 4 you sigal for cash of £06m giving rise to goodwill of
£03m
the goodwill arising on the acquisition is attributable to the synergies that the acquisition will bring to our polish operations
the activities of 4 you sigal have been subsumed within the existing rpc operations and it is not practicable therefore to
provide further details on the operation notes to the financial statements for the year ended 31 march 2008 continued
76 rpc group annual report and accounts 2008
23 commitments and contingent liabilities
2008 2007
£m £m
capital expenditure
expenditure contracted for but not provided 70 37
financial commitments
the group had total minimum lease payments under noncancellable operating leases as follows
2008 2007
£m £m
within one year 51 46
between one and five years 118 68
after five years 31 36
200 150
the company had no commitments at either year end
contingent liabilities
there were no significant contingent liabilities at either 31 march 2008 or 31 march 2007 for the group
the company has guaranteed overdraft and credit facilities provided to the following subsidiaries
maximum amount overdraft 
guaranteed outstanding
2008 2007
£m £m
rpc packaging holdings bv €270m 13 67
rpc tedecogizeh polska sp z oo 5m zloty 05 –
rpc bramlage antwerpen nv €08m – –
rpc tedecogizeh troyes sasu €05m – –
18 67
the company has given a guarantee to the trustee of the rpc containers limited pension scheme in respect of rpc containers
limited and rpc tedecogizeh uk limited up to a maximum underfunded amount the underfunded amount is 105 of the
scheme’s liabilities calculated according to section 179 of the pensions act 2004 less the value of the scheme’s assets as at
31 march 2006 the date of the last valuation the underfunded amount was £272m
24 employee benefits 
2008 2007
£m £m
retirement benefit obligations 204 285
termination benefits 35 28
other longterm employee benefit liabilities 24 17
employee benefits due after one year 263 330
restructuring termination cost provision due within one year 18 04
total employee benefits 281 334
there are no employee benefit costs in respect of the company rpc group annual report and accounts 2008 77
retirement benefit obligations
the liability recognised in the balance sheet for retirement benefit obligations is
as at 31 march 2008
other
mainland 
uknetherlands germany france europe group
£m £m £m £m £m £m
present value of funded obligations 596 83––– 679
fair value of plan assets 545 60 – – – 605
51 23––– 74
present value of unfunded obligations – – 104 15 15 134
unrecognised past service cost – 04 – – – 04
liability in the balance sheet 51 19 104 15 15 204
as at 31 march 2007
other
mainland 
uknetherlands germany france europe group
£m £m £m £m £m £m
present value of funded obligations 677 186––– 863
fair value of plan assets 566 146 – – – 712
111 40––– 151
present value of unfunded obligations – – 106 13 16 135
unrecognised past service cost – – 01 – – 01
liability in the balance sheet 111 40 105 13 16 285
the history of retirement benefit obligations recognised in the balance sheet is as follows
2008 2007 2006 2005
£m £m £m £m
fair value of plan assets 605 712 652 507
present value of defined benefit obligations 809 997 949 832
balance sheet liability 204 285 297 325
the amounts recognised in the income statement are as follows
2008 2007
£m £m
current service cost 29 27
interest cost 48 47
expected return on plan assets 43 42
settlement 20 –
curtailment – 03
amortisation of unrecognised past service costs 01 02
total included in staff costs note 5 15 31 notes to the financial statements for the year ended 31 march 2008 continued
78 rpc group annual report and accounts 2008
the amounts recognised in the statement of recognised income and expense are
2008 2007
£m £m
at 1 april 28 08
actuarial gains recognised during the year 74 20
at 31 march 102 28
the actuarial gainslosses recognised during the year were
2008 2007
£m £m
experience losses on plan assets 97 07
experience losses on liabilities – 21
gains on change of assumptions 171 48
74 20
the history of experience gainslosses arising on defined benefit obligations is
2008 2007 2006 2005
£m £m £m £m
experience losses  gains on plan assets 97 07 76 16
percentage of fair value of plan assets 16 1 12 3
experience losses  gains on liabilities – 21 01 01
percentage of present value of defined benefit obligations 0 2 0 0
changes to the present value of defined benefit obligations during the year are as follows
2008 2007
£m £m
defined benefit obligations at 1 april 997 950
obligations acquired on acquisition 06 15
current service cost 29 27
interest cost 48 47
contributions by participants 08 18
actuarial gains on liabilities 171 27
net benefits paid 27 24
past service cost 01 –
amendments 04 –
curtailments and settlements 118 01
exchange differences 36 07
defined benefit obligations at 31 march 813 998
unrecognised past service cost 04 01
defined benefit obligations recognised in the balance sheet 809 997 rpc group annual report and accounts 2008 79
changes to the fair value of plan assets during the year are
2008 2007
£m £m
fair value of assets at 1 april 712 652
assets acquired on acquisition 05 –
expected return on assets 43 42
actuarial losses on assets 97 07
contributions by employer 47 33
contributions by participants 08 18
net benefits paid 27 24
settlements 98 –
exchange differences 12 02
fair value of assets at 31 march 605 712
the actual return on plan assets was £54m 2007 £35m
the movement in the liability recognised in the balance sheet is
2008 2007
£m £m
liability at 1 april 285 297
net liabilities acquired on acquisition 01 15
total expense charged to the income statement 15 31
actuarial gains recognised in the statement of recognised income and expense 74 20
contributions and benefits paid 47 33
exchange differences 24 05
liability at 31 march 204 285
the fair value of the funded plan assets invested at the balance sheet date as a percentage of total plan assets is set out
below
2008 2008 2008 2007 2007 2007
uk netherlands group uk netherlands group
equities 75 0 67 76 17 64
property 4 0 4 5 0 4
government and corporate bonds 21 15 21 19 51 25
other including insurance policies 0 85 8 0 32 7
the expected returns on plan assets at the balance sheet date are
2008 2008 2008 2007 2007 2007
uk netherlands group uk netherlands group
equities 84 – 84 84 79 84
property 72 – 72 72 – 72
bonds 53 45 52 49 44 47
other 60 60 60 55 46 46
the company employs a building block approach in determining the longterm rate of return on pension plan assets historical
markets are studied and assets with higher volatility are assumed to generate higher returns consistent with widely accepted
capital market principles the overall expected rate of return on assets is derived by aggregating the expected return for each
asset class over the actual asset allocation for the funded plans at 31 march 2008 notes to the financial statements for the year ended 31 march 2008 continued
80 rpc group annual report and accounts 2008
the principal actuarial assumptions used at the balance sheet date were
2008 2007
mainland mainland
uk europe uk europe
discount rate 71 610 56 475
inflation rate 35 186 30 175
increase in benefits in payment 35 186 30 175
salary increases 35 228 30 225
expected return on assets 77 525 77 505
the mortality assumptions used in valuing the defined benefit obligations are based on standard mortality tables used by the
actuarial profession in the relevant countries adjusted where appropriate to reflect the circumstances of the relevant
scheme’s membership in the uk the mortality assumptions are based on the standard tables pa00 with a scaling factor of
119 as adopted by the institute of actuaries with allowance for medium cohort future mortality improvements
underpinned by 1 per annum for males and 05 per annum for females the life expectancies from the age of 65 of scheme
members assumed at the balance sheet date in years were as follows
2008 2007
uk uk
current age
aged 65
male 21 20
female 23 23
aged 45
male 23 22
female 24 24
the most sensitive assumption used to determine the defined benefit obligations of the group is the discount rate an increase
or decrease of 01 in the discount rate would result in a decrease or increase in the group’s defined benefit obligations of
18
ifric 14 is an interpretation of ias 19 on accounting for employee benefits and if it is adopted by the eu will apply to the
group’s financial statements for the year ended 31 march 2009 an assessment has been made of the application of ifric 14
to the recognition of a surplus and allowance for minimum funding requirements on the group’s retirement benefit obligations
and it was concluded that there will be no impact following its introduction
the group operates a number of defined benefit pension schemes in the uk and the netherlands these are contributory with
funds held separately from the finances of the group either by trusteeadministered funds or by insurance contracts
funded retirement benefit obligations
uk – the group provides retirement benefits to some of its former employees and approximately 39 2007 42 of current
employees through a defined benefit pension scheme called the rpc containers limited pension scheme this provides
members with benefits based on pensionable salary in the last three years of employment and total pensionable service the
assets of the scheme are held in a separate trusteeadministered fund to meet longterm liabilities to past and present
employees the corporate trustee which is independent from the group has a duty to act in the best interest of the scheme’s
beneficiaries the appointment of trustee directors is determined by the scheme’s corporate and trust documentation and by
statute all trustee directors are members of the pension scheme and onethird are nominated by current members
subject to statute the principal employer rpc containers limited on the advice of the scheme actuary and in consultation
with the trustee determines the contributions to the scheme in addition in the event that any of the members’ employing
companies are unable to pay their contributions the trustee may call upon a guarantee provided by rpc group plc in respect
of certain present and future liabilities of the members’ employing companies in the uk rpc group annual report and accounts 2008 81
the last triennial valuation performed by an independent actuary for the trustee of the scheme was carried out as at 31 march
2006 the valuation which is calculated on an ongoing funding basis which is different from that prescribed by ias 19 on
accounting for employee benefits showed a deficit of £217m the employing companies aim to eliminate the deficit over
106 years from the balance sheet date the present values of the defined benefit obligation the related current service cost
and any past service costs were measured using the projected unit method based on the last actuarial valuation for ias 19
purposes allowing for ias 19 financial assumptions and any further improvements in life expectancy
the uk pension scheme has separate sections with accrual rates of 160th per year of service and 180th per year of service
on 1 december 2006 the 60ths section was closed to new entrants with effect from 1 july 2007 the indexation of pensions
in payment accrued from this date was limited to the lower of inflation and 25 previously 5 in addition member
contributions were increased by 1 and 06 of pensionable salary to 11 and 66 for the respective sections and the
overall employer contribution increased from 121 to 145 of pensionable salaries at the same time a pension salary
sacrifice arrangement was established whereby scheme members sacrifice an amount of their gross salary in exchange for the
employer paying the employee pension contributions approximately 95 of members participate in this arrangement
although the current service cost and employer contributions are increased there is no net impact on the operating profit
balance sheet liability or cash flow other than a small saving in national insurance contributions the additional current
service cost and employer contributions paid to the uk pension scheme during the year under this arrangement were £10m
with a corresponding saving in wages and salaries
the netherlands – in the netherlands there are a number of defined benefit retirement plans these are funded by
contributions to insurance policies or a separately administered fund there are four pension plans in the netherlands
providing career average salary pensions and disability benefits under insurance contracts with swiss life aegon and
winterthur members pay a fixed amount of their salary in contributions and the employing company’s contributions are
adjusted annually by the insurance company based on the funding level the ias 19 liability and service cost are calculated by
local actuaries by rolling forward the latest data available from the insurance companies and current salary data from the
relevant rpc subsidiary
in december 2007 agreement was reached with employees at rpc tedecogizeh deventer and the dutch plastics industry
pension plan to close the deventer pension plan and transfer all accrued past service benefits to the industry scheme with
effect from 1 january 2007 all benefits from the effective date are provided by the dutch plastics industry pension plan which
is a multiemployer funded defined benefit career weighted average salary scheme providing benefits at the rate of 215
per annum of pensionable earnings the employer contribution is 99 of pensionable earnings a settlement gain of £20m
has been recognised in the income statement in respect of this change as part of the arrangements rpc group plc agreed to
guarantee the payment of 05m euros to the industry scheme spread over a period of just over 5 years by members 40 and
the employer 60 to make up a past service funding shortfall
it is not possible to separately identify the assets and liabilities in the dutch plastics industry pension plan which relate to rpc
group employees consequently it is not possible to apply defined benefit accounting in the event that rpc ceased to
participate in the future it would not be required to make up for any shortfall in funding on exit at the last available
valuation as at 31 december 2006 there was a surplus in the industry scheme of 102 the expense recognised in the
income statement in staff costs is equal to the contributions due for the year and is not included in the above retirement
benefit obligations the cost for the year of £02m was included in defined contribution plan charges in staff costs note 5
there were 102 current employees participating in this plan at 31 march 2008
the industry scheme also agreed to the transfer of certain early retirement benefits provided to deventer employees rpc has
agreed to make additional contributions to make up the deficit until they expire in 201617 these separately identifiable
liabilities continue to be accounted for as defined benefit liabilities under ias 19 and are included in the retirement benefit
obligations above the deficit at 31 march 2008 was £06m
unfunded retirement benefit obligations
most of the group’s german operations provide noncontributory pension plans financed by balance sheet provisions
calculated by a local actuary on an annual basis according to local requirements there is no external funding for these plans
although they are secured by insolvency insurance in general the plans provide a fixed retirement benefit not related to
salaries and are closed to new entrants pension increases are granted every three years based on price inflation the ias 19
liability and service cost are based on the annual valuation provided by the local actuary using the projected unit method notes to the financial statements for the year ended 31 march 2008 continued
82 rpc group annual report and accounts 2008
in france all operations provide unfunded retirement indemnities according to the applicable collective agreement the benefit
takes the form of a lump sum payable on reaching retirement age rpc’s italian businesses are required to provide termination
benefits payable on leaving service including retirement this amounts to one month’s deferred pay per year of service
revalued each year following the introduction of new regulations on 1 january 2007 the equivalent amount previously
accrued as an unfunded balance sheet provision must be paid into a defined contribution plan or a state fund from 1 july 2007
and applied retrospectively from 1 january 2007 this resulted in a small curtailment credit to the group’s operating profit in
200607 the revalued past service liability continues to be accounted for as a defined benefit obligation contributions
payable for the year ended 31 march 2008 of £03m are included in defined contribution plan charges in staff costs note 5
the group’s operations in poland are required to provide for a retirement indemnity of one month’s salary for employees who
have worked for at least 25 years for any employer mandatory death benefits are also provided
the group expects to contribute approximately £53m 2007 £38m to its defined benefit plans in the next financial year
this includes £16m in respect of employer contributions under the pension salary sacrifice arrangement in the uk
multiemployer plans
in addition to the plastics industry pension plan described above certain group employees in the netherlands participate in
multiemployer or industrywide defined benefit pension plans the names of the plans are stichting beheer
personeelsvoorziening owase and stichting bedrijfspensioenfond voor de houtverwerkende industrie wood industry
scheme the group has 185 2007 188 and 64 2007 62 current employees in these plans respectively and is not a
significant participant in either
the owase plan is a multiemployer plan whose core participating companies comprise the former owner of rpc bebo
nederland goor prior to its acquisition by rpc the plan provides career weighted average salary pension benefits accrued at
the rate of 215 of annual pensionable salary the employer contributes 225 of pensionable salary employer contributions
are fixed and there is no contractual agreement between this multiemployer plan and their participants that would determine
how any surpluses or deficits will be distributed or funded therefore it is not possible to apply defined benefit accounting the
latest information available on the funding status of the owase plan on the local funding valuation basis according to dutch
law indicates that the plan is in surplus therefore contributions for rpc are expected to remain at the current level
it is not possible to separately identify within the wood industry scheme the assets and liabilities which relate to rpc group
employees therefore it is not possible to apply defined benefit accounting furthermore there is no contractual agreement
between this multiemployer plan and their participants that would determine how any surpluses or deficits will be
distributed or funded consequently it is not possible to determine the possible impact on the group of any surplus or deficit
in this plan the latest information available on the funding status of the wood industry scheme on the local funding valuation
basis according to dutch law indicates that the plan is in surplus therefore contributions for rpc are expected to remain at
the current level
the latest published funding level and date on which this was measured is as follows
2008 2007
date funding level date funding level
owase 1 april 2006 1325 1 april 2006 1325
wood industry scheme 31 december 2006 1104 31 december 2005 1114
the expense recognised in the income statement for both of these multiemployer plans in staff costs is equal to the
contributions due for the year and is not included in the above retirement benefit obligations the cost for the year was £06m
2007 £07m included in defined contribution plan charges in staff costs note 5
termination benefits
termination benefit provisions consist of german altersteilzeit employee incentives described in note 1 and belgian and
dutch contractual preretirement termination benefits
other longterm employee benefit liabilities
these consist of deferred salaries for german altersteilzeit employees and provision for longservice awards rpc group annual report and accounts 2008 83
25 related parties 
group
identity of related parties
the group has a related party relationship with its subsidiaries see page 8 and with its directors transactions between the
company and its subsidiaries which are related parties have been eliminated on consolidation for the group
transactions with key management personnel
disclosures relating to directors are set out in the remuneration report the remuneration of the key management personnel
of the group is set out below in aggregate for each of the categories specified in ias 24 ‘related party disclosures’
the remuneration of the key management personnel of the group is as follows
2008 2007
£m £m
salaries and other shortterm employee benefits 11 10
postemployment benefits 01 01
sharebased payments 01 –
13 11
company
the amounts due to and from the company in respect of its subsidiaries are set out in notes 15 and 16 transactions between
the company and its subsidiaries were as follows
2008 2007
£m £m
cash received in respect of receivable balances with group undertakings 603 361
cash paid to group undertakings 649 300
dividends received 35 06
net interest payablereceivable 01 01 84 rpc group annual report and accounts 2008
2008 2007 2006 2005 2004 2003 2002 2001 2000 1999
£m £m £m £m £m £m £m £m £m £m
turnover 6952 6457 6115 5133 4302 4071 3749 3562 2957 2693
operating profit 406 381 368 310 284 277 268 230 230 208
profit before taxation 98 189 264 255 232 215 201 51 198 182
profit after taxation 44 131 193 195 167 151 141 29 133 137
net assets employed 1797 1585 1522 1339 1183 1107 883 798 714 721
capital expenditure 351 334 510 347 299 368 320 287 264 235
cash generated by
operations 635 409 645 533 459 448 483 306 346 377
basic earnings per
share p 44 132 199 222 191 173 163 34 154 161
adjusted basic earnings
per share p 215 206 221 203 186 173 163 139 154 161
dividend per share p 90 84 775 71 66 63 60 57 56 51
average number of
employees 6916 6660 6571 6229 5535 5682 5562 5453 4671 3974
the figures for 2001 are adjusted to take account of the restatement required following the adoption of frs 19 the figures for
2000 have been restated by adjusting for the deferred tax previously unprovided for ease of comparison
the figures for 2004 and earlier periods are disclosed on the basis of uk gaap because it is not practicable to restate amounts
for periods prior to the date of transition to ifrss
the operating profit shown for 2005 and subsequent years reflects the adjusted profit of the group before nonrecurring items
identified separately on the face of the income statement for 2004 and prior years operating profit is stated before
exceptional items under uk gaap
the cash generated by operations shown for 2005 and subsequent years reflects amounts reported under ias in previous years
the figures refer to operating cash flow measured under uk gaap
financial calendar
annual general meeting 23 july 2008
payment of final dividend 5 september 2008
announcement of half year results 28 november 2008
payment of interim dividend 27 january 2009
announcement of final results june 2009
ten year financial record rpc group annual report and accounts 2008 85
notice of annual general meeting
this document is important and requires your immediate attention if you have any doubts about what action you need to take you
should contact your stockbroker bank manager solicitor accountant or other independent professional adviser authorised
pursuant to the financial services and markets act 2000 immediately
if you have sold or transferred all your shares in rpc group plc please forward this notice together with the accompanying
documents as soon as possible to the purchaser or transferee or to the stockbroker bank or other agent through or to whom the
sale or transfer was effected for transmission to the purchaser or transferee
rpc group plc
registered number 2578443
notice is hereby given that the sixteenth annual general meeting of the company will be held at 30 gresham street london
ec2p 2xy on 23 july 2008 at 1200 noon for the purpose of transacting the following business–
ordinary business
1 to receive and adopt the financial statements and the reports of the directors and auditors for the financial year ended
31 march 2008
2 to approve the remuneration report for the year ended 31 march 2008
3 to declare a final dividend on the ordinary shares of 61p per share in respect of the financial year ended 31 march 2008
4 to reelect mr m j b green who retires annually as a director of the company
5 to reelect dr d j wilbraham who retires by rotation as a director of the company
6 to reelect dr p hilton who retires by rotation as a director of the company
7 to elect mr p r m vervaat who was appointed to the board since the last annual general meeting as a director of the
company
8 to reappoint kpmg audit plc as auditors of the company
9 to authorise the directors to fix the auditors’ remuneration
special business
to consider and if thought fit to pass the following resolutions of which numbers 10 and 11 will be proposed as ordinary
resolutions and numbers 12 to 14 inclusive will be proposed as special resolutions
10 that the rpc group 2008 performance share plan the “plan” a copy of the rules of which is produced to the meeting
and for the purpose of identification initialled by the chairman be approved and established and the directors of the
company be authorised to do all acts and things which they may consider necessary or desirable to bring the plan into
effect
11 that the directors be generally and unconditionally authorised to exercise all powers of the company to allot relevant
securities within the meaning of section 802 of the companies act 1985 the “act” up to an aggregate nominal
amount of £1548100 provided that this authority shall expire at the conclusion of the annual general meeting of the
company to be held in 2009 or on 23 october 2009 whichever is the earlier save that the company may before such
expiry date make an offer or agreement which would or might require relevant securities to be allotted after such expiry
and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred
hereby had not expired
12 121 that the articles of association produced to the meeting and initialled by the chairman for the purpose of
identification as new articles ‘a’ be adopted as the articles of association of the company in substitution for and to
the exclusion of the existing articles of association
122 that with effect from 0001 am on 1 october 2008 the new articles of association adopted pursuant to paragraph
121 be amended by the insertion of new article 1018 such amendment being produced to the meeting and
initialled by the chairman for the purpose of identification as new articles ‘b’ 86 rpc group annual report and accounts 2008
notice of annual general meeting continued
13 that the directors be and hereby are empowered pursuant to section 951 of the act to
a allot for cash and make offers or agreements to allot equity securities as defined in section 942 of the act
pursuant to the authority conferred by resolution 11 above as if section 891 of the act did not apply to any such
allotment and
b sell relevant shares as defined in section 945 of the act in the company if immediately before the sale such
shares are held by the company as treasury shares as defined in section 162a3 of the act treasury shares for
cash as defined in section 162d2 of the act as if section 891 of the act did not apply to any such sale
provided that such power shall be limited to the allotment of equity securities and the sale of treasury shares
i in connection with issues to holders of ordinary shares where the equity securities respectively attributable to the
interests of such holders are proportionate as nearly as may be practicable to the respective numbers of ordinary
shares held by them on the record date for such allotment but subject to such exclusions or other arrangements
as the directors may deem necessary or expedient to deal with any fractional entitlements treasury shares record
dates or any legal or practical problems arising under the laws of any overseas territory or the requirements of
any regulatory body or stock exchange in any territory or any other matter whatsoever and
ii otherwise than pursuant to subparagraph i above up to a maximum aggregate nominal amount of £247500
such power to expire at the conclusion of the annual general meeting of the company to be held in 2009 or on 
23 october 2009 whichever is the earlier save that the company may before such expiry make an offer or
agreement which would or might require equity securities to be allotted or treasury shares to be sold after such
expiry and the directors may allot equity securities or sell treasury shares pursuant to any such offer or agreement
as if the power conferred thereby had not expired
14 that the company is hereby generally and unconditionally authorised for the purposes of section 166 of the act to make
market purchases within the meaning of section 1633 of the act on the london stock exchange of any of its ordinary
shares of 5p each in the capital of the company the ordinary shares subject to the following restrictions and provisions
a the maximum number of ordinary shares hereby authorised to be purchased is 9903100
b the minimum price which may be paid for an ordinary share is 5p
c the maximum price which may be paid for an ordinary share is an amount equal to 105 of the average of the
middle market quotations for an ordinary share as derived from the london stock exchange daily official list for
the 5 business days immediately preceding the day on which the ordinary share is purchased
d unless previously renewed revoked or varied this authority shall expire at the conclusion of the annual general
meeting of the company held in 2009 or on 23 july 2009 whichever is the earlier and
e the company may make a contract to purchase ordinary shares under this authority before the expiry of such
authority which will or may be executed wholly or partly after the expiry of such authority and may make such a
purchase of ordinary shares pursuant to any such contract
by order of the board
rebecca k joyce
company secretary
18 june 2008
registered office
lakeside house
higham ferrers
northants
nn10 8rp rpc group annual report and accounts 2008 87
notice of annual general meeting continued
notes
1 proxies
a member of the company is entitled to appoint another person as his proxy to exercise all or any of his rights to attend to speak and to vote at the meeting a
member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or
shares held by himher a proxy need not be a member of the company forms of proxy and the power of attorney or other authority if any under which it is
signed must be deposited at the company’s registrars equiniti at aspect house spencer road lancing west sussex bn99 6zx not later than 48 hours before the
time of the meeting completion of a form of proxy will not preclude a member attending and voting in person at the meeting
a “vote withheld” option is provided on the form of proxy which enables a member to abstain on any particular resolution it should be noted that a “vote
withheld” is not a vote in law and will not be counted in the calculation of the proportion of votes “for” or “against” a resolution
2 right to attend and vote
pursuant to regulation 41 of the uncertificated securities regulations 2001 the company specifies that in order to have the right to attend and vote at the meeting
and also for the purpose of determining how many votes a person entitled to attend and vote may cast a person must be entered on the register of members of
the company at 600 pm on 21 july 2008 or in the event of any adjournment at 600 pm on the date which is two days before the day of the adjourned meeting
changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting
3 corporate members
in order to facilitate voting by corporate representatives at the meeting arrangements will be put in place at the meeting so that i if a corporate shareholder has
appointed the chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other
corporate representatives for that shareholder at the meeting then on a poll those corporate representatives will give voting directions to the chairman and the
chairman will vote or withhold a vote as corporate representative in accordance with those directions and ii if more than one corporate representative for the
same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative a
designated corporate representative will be nominated from those corporate representatives who attend who will vote on a poll and the other corporate
representatives will give voting directions to that designated corporate representative corporate shareholders are referred to the guidance issued by the institute of
chartered secretaries and administrators on proxies and corporate representatives  httpwwwicsaorguk  for further details of this procedure the guidance
includes a sample form of representation letter if the chairman is being appointed as described in i above
4 nominated persons
any person to whom this notice is sent who is a person nominated under section 146 of the companies act 2006 to enjoy information rights a “nominated
person” may have a right under an agreement between himher and the member by whom heshe was nominated to be appointed or to have someone else
appointed as a proxy for the meeting if a nominated person has no such proxy appointment right or does not wish to exercise it heshe may have a right under
such agreement to give instructions to the member as to the exercise of voting rights
the statement of the above rights of the members in relation to the appointment of proxies does not apply to nominated persons those rights can only be
exercised by shareholders of the company
5 documents on display
copies of executive directors’ service agreements copies of the terms and conditions of appointment of nonexecutive directors the draft rules of the rpc group
2008 performance share plan being proposed in resolution 10 and a copy of the proposed new articles of association of the company and a copy of the existing
articles of association markedup to show the changes being proposed in resolution 12 are available for inspection at the company’s registered office during normal
business hours from the date of this notice until the close of the annual general meeting saturdays sundays and public holidays excepted and will be available for
inspection at the place of the annual general meeting for at least 15 minutes prior to and during the meeting
6 total number of shares and voting rights
as at 16 june 2008 being the last practicable day prior to the publication of this notice the company’s issued share capital consists of 99031258 ordinary shares
carrying one vote each therefore the total voting rights in the company as at that date are 99031258
7 communication
you may not use any electronic address within the meaning of section 3334 of the companies act 2006 provided in this notice of meeting or in any related
documents including the proxy form to communicate with the company for any purposes other than those expressly stated 88 rpc group annual report and accounts 2008
explanatory notes
resolution 1 to receive and adopt the report and
accounts
the business of the annual general meeting will begin with a
resolution to receive the financial statements together with
the reports of the directors and auditors in respect of the
year ended 31 march 2008
resolution 2 to approve the remuneration report
in accordance with section 241a of the act the shareholders
are required to approve the directors’ remuneration report
for the year ended 31 march 2008 the remuneration report
is set out in full on pages 29 to 38 of the annual report and
accounts alternatively the remuneration report is
obtainable on request from the company secretary at the
registered office of the company or from the company’s
website
resolution 3 to declare a final dividend
the company paid an interim dividend of 29p per ordinary
share on 25 january 2008 the directors recommend a final
dividend of 61p per ordinary share bringing the total
dividend for the year to 90p per ordinary share
if resolution 3 is approved by shareholders the final dividend
for the year ended 31 march 2008 will be paid on 
5 september 2008 to shareholders whose names are on the
register of members at the close of business on 8 august
2008
resolution 4 to reelect mr m j b green as a director of
the company
under the provisions of the combined code and the terms of
his reappointment m j b green who completed nine years
as an independent nonexecutive director in march 2007 is
subject to annual reelection brief biographical details for 
m j b green who is recommended for reelection as a
director at this year’s annual general meeting can be found
on page 9 of the annual report and accounts his terms of
appointment can be found in the remuneration report on
page 33
a detailed performance evaluation was conducted during the
year taking into account the need for progressive refreshing
of the board the performance evaluation procedure is 
set out in the report of the directors on page 22 of the
annual report and accounts the board also considered 
m j b green’s independence although m j b green had
served as an independent nonexecutive director for ten
years there were no other relationships or circumstances
that were likely to affect or appear to affect the director’s
judgement the board concluded that m j b green continued
to demonstrate independence of character and judgement
brought valuable experience to the board and continued to
be effective and to demonstrate commitment to the role
accordingly the board recommends that m j b green be re
elected as a director of the company
resolution 5 to reelect dr d j wilbraham as a director
of the company
under the company’s articles of association directors are
subject to reelection at intervals of no more than three
years d j wilbraham having served three years since his last
reelection retires by rotation this year in accordance with
the articles of association brief biographical details for 
d j wilbraham who is recommended for reelection as a
director at this year’s annual general meeting can be found
on page 9 of the annual report and accounts his terms of
appointment can be found in the remuneration report on
page 33
prior to the reappointment of d j wilbraham a detailed
performance evaluation was conducted taking into account
the need for progressive refreshing of the board the
performance evaluation procedure is set out in the report of
the directors on page 22 of the annual report and
accounts the board also considered d j wilbraham’s
independence d j wilbraham completed nine years as an
independent nonexecutive director in july 2007 but there
were no other relationships or circumstances that were likely
to affect or appear to affect the director’s judgement the
board concluded that d j wilbraham continued to
demonstrate independence of character and judgement
brought valuable experience to the board and continued to
be effective and to demonstrate commitment to the role
the board approved the reappointment of d j wilbraham as
an independent nonexecutive director for a further term of
three years subject to annual reelection by shareholders
accordingly the board recommends that d j wilbraham be
reelected as a director of the company
resolution 6 to reelect dr p hilton as a director of the
company
under the company’s articles of association directors are
subject to reelection at intervals of no more than three
years p hilton having served three years since his last 
reelection retires by rotation this year in accordance with
the articles of association brief biographical details for p
hilton who is recommended for reelection as a director at
this year’s annual general meeting can be found on page 9
of the annual report and accounts his service contract
details can be found in the remuneration report on
page 33
p hilton’s performance has been reviewed during the year as
described in the evaluation procedure set out in the report
of the directors on page 22 of the annual report and
accounts and as a result the board recommends his re
election as a director
resolution 7 to elect mr p r m vervaat as a director of
the company
the company’s articles of association permit any director
appointed by the board since the date of the last annual rpc group annual report and accounts 2008 89
explanatory notes continued
general meeting to hold office only until the date of the
next annual general meeting following their appointment
the director is then eligible for election by shareholders
p r m vervaat was appointed by the board as a director on 
1 november 2007 brief biographical details for p r m
vervaat who is recommended for election as a director at
this year’s annual general meeting can be found on page 9
of the annual report and accounts
details of the process followed for p r m vervaat’s selection
can be found in the nomination committee section of the
directors’ report on page 23 and information regarding his
service contract is set out in the remuneration report p r m
vervaat has made a significant contribution to the group in
his role as finance director since his appointment
accordingly the board recommends his election as a director
of the company
resolution 8 to reappoint kpmg audit plc as the
company’s auditors
auditors must be appointed at every annual general meeting
at which accounts are presented to the shareholders
kpmg audit plc has advised its willingness to stand for 
reappointment as the auditors of the company the board
recommends their reappointment following
recommendation by the audit committee which has
conducted an evaluation of the auditors’ effectiveness
independence and objectivity
resolution 9 to authorise the directors to fix the
auditors’ remuneration
shareholders will be asked to grant authority to the directors
of the company to determine the auditors’ remuneration
resolution 10 to adopt the rpc group 2008 performance
share plan
over the course of the past year the remuneration
committee of the board the “remuneration committee”
undertook a review of the share based pay arrangements for
the group’s senior executives in summary the remuneration
committee determined that the current executive share
option schemes should no longer form the main longterm
incentive vehicle for senior executives and that a new
performance share plan would provide a more meaningful
alignment between shareholders and participating
executives the directors are seeking your approval for the
introduction of the rpc group 2008 performance share plan
the “plan”your directors believe that the plan and its terms
reflect current best practice and that its adoption is in the
best interests of the company they therefore recommend
that you vote in favour of resolution 10 further information
on the operation of the plan is given in the remuneration
report on pages 31 and 32
the main features of the new rpc group 2008 performance
share plan are summarised below
1 eligibility
any employee including a director of the company or
any member of the group who is required to devote
substantially the whole of his working time to his
employment or office will be eligible to participate in
the plan the remuneration committee will be
responsible for selecting eligible employees for grants
of awards
2 awards under the plan
awards under the plan will normally be made in the
form of a conditional award of a specified number of
ordinary shares in the company an “allocation” where
it is impractical or inequitable in certain countries due
to tax or social security regulations for example to
make an allocation an award of an option to acquire
shares may be made instead where an option is
awarded the ‘expected value’ of such an award will be
broadly similar to that which would have been provided
in the form of an allocation
participants may be granted any combination of
awards whether in a single award or a series of awards
no payment is required for the grant of an award
initial allocations will have a face value of 66 of base
salary for the chief executive and around 50 of salary
for other eligible executives
awards may normally only be granted within 42 days
after the approval of the plan by the company in
general meeting or within 42 days after the
announcement of the company’s results for any period
awards may also be granted at any other time at which
the remuneration committee determines that there are
exceptional circumstances which justify the grant of an
award no award may be granted later than ten years
after the date on which the plan is approved by the
company in general meeting nor at any time at which
dealing would not be permitted under the model code
subject to the limit set out in paragraph 5 below
awards may be satisfied by the issue of new ordinary
shares or by the transfer of existing shares either from
treasury or out of shares held by any employee benefit
trust established by the company
3 conditions on vesting or exercise
an allocation or option may be granted subject to such
performance condition or conditions as the
remuneration committee in its discretion sees fit the
“performance conditions” which must be satisfied
before an award may be exercised or vest performance
will be measured over a period determined by the
remuneration committee the “performance period”
the intention of the remuneration committee is for the 90 rpc group annual report and accounts 2008
explanatory notes continued
performance period to be a period of three years
commencing on 1 april of the calendar year in which an
award is granted there will be no provision for re
testing
if an event occurs which causes the remuneration
committee to determine that the performance
conditions have ceased to be appropriate it may in its
discretion vary or waive those conditions provided
that any new conditions imposed or any variation
are in its opinion fair reasonable and no more difficult
to satisfy than the previous conditions
performance under the initial awards will be assessed
against a sliding scale that measures average eps
growth over cpivesting will be on a straightline basis
between threshold and maximum levels of performance
as shown below the calculation will be performed on a
point to point basis
eps growth above cpi  of award vesting
below 3 0
3 25
4 50
5 75
6 and above 100
the remuneration committee will regularly monitor
the continuing suitability of the performance
conditions and may impose different conditions on
awards granted in subsequent years having regard to
prevailing market conditions such conditions would be
at least as challenging as the performance conditions
which apply to the first cycle of awards made under the
plan
4 individual limit
no award will be granted to any individual if the
aggregate market value of the shares subject to that
award together with the aggregate market value of any
shares committed to be issued or transferred pursuant
to any other award made to him in the same financial
year of the company under the plan would exceed a
sum equal to 200 of base salary
5 overall dilution limit
in any 10 year period not more than 10 of the issued
ordinary share capital of the company may be issued or
committed to be issued under the performance share
plan executive share option schemes and all other
employee share plans operated by the company in
addition in any 10 year period no more than 5 of the
issued ordinary share capital of the company may be
issued or committed to be issued under the company’s
discretionary share plans in line with abi guidelines
shares transferred from treasury to satisfy awards will
be counted towards the dilution limits
6 exercisevesting of award
in normal circumstances an allocation may not vest
nor an option become exercisable unless the
performance conditions have been satisfied at the end
of the performance period
awards will also normally lapse where participants
leave the group before their awards vest or become
exercisable unless employment ceases due to ill health
injury or disability retirement redundancy or death
in these circumstances performance will continue to be
assessed over the full performance period and the
vesting of any award will be determined on a prorata
basis according to the time elapsed since the date of
grant to the leaving date when compared with the
original vesting period the remuneration committee
has discretion acting fairly and reasonably to waive
prorating if appropriate
alternatively the remuneration committee has
discretion to determine within one month of cessation
of employment that an award will vest on or become
exercisable from the date of its determination in these
cases performance will be assessed over the reduced
performance period and the proportion of an award that
vests will be prorated according to the length of the
reduced performance period the remuneration
committee has the discretion to review the size of the
award that this calculation produces and may acting
fairly and reasonably determine that a higher
proportion of vesting is appropriate
if a participant ceases to be employed within the group
for one of the reasons set out above on or after the
commencement of the option period a subsisting
option may be exercised for a period of six months or
12 months in the case of death to the extent that the
performance conditions have been fulfilled
an award will in any event lapse on the tenth
anniversary of its date of grant if not previously vested
or exercised
7 takeover scheme of arrangement and liquidation
in the event of a takeover or scheme of arrangement or
the voluntary windingup of the company occurring
before the normal vesting date or as the case may be
the commencement of the option period an allocation
will vest and an option will become exercisable and
remain exercisable for a period of one month or until
the expiry of any compulsory acquisition period if
earlier rpc group annual report and accounts 2008 91
explanatory notes continued
unless the remuneration committee acting fairly and
reasonably determines that a higher figure is
appropriate the number of shares which vest or over
which options are exercisable will in these
circumstances be determined on the same prorating
principles both in relation to the assessment of
performance and reduced performance period described
above
if such an event takes place on or after the
commencement of the option period a subsisting
option may be exercised for a period of one month to
the extent that the performance conditions have been
fulfilled
if such an event occurs an award may also be released
in exchange for an equivalent new award to be granted
by any acquiring company if the participant so wishes
and the acquiring company agrees
where any such event occurs as part of an internal
reorganisation of the company subsisting awards will
be exchanged for new awards granted by the acquiring
company unless such an offer is not forthcoming from
the acquiring company in which case vesting or exercise
as set out above will be permitted
8 variation of share capital
in the event of any variation in the ordinary share
capital of the company such adjustments to the
number of shares subject to awards and the price at
which they may be acquired may be made by the
remuneration committee as it may having taken
appropriate professional advice determine to be
appropriate
9 voting dividend and other rights
until options or allocations are exercised or vest
participants have no voting or other rights in respect of
the shares subject to those awards awards are not
assignable or transferable
shares issued or transferred pursuant to the plan will
rank pari passu in all respects with shares already in
issue except that they will not rank for any dividend or
other distribution paid or made by reference to a record
date falling prior to the date of exercise or vesting of
the relevant award
benefits obtained under the plan shall not be
pensionable
10 administration and amendment
the operation of the plan will be supervised by the
remuneration committee which may amend the plan
by resolution provided that
a prior approval of the company in general meeting
will be required for any amendment to the
advantage of participants to those provisions of
the plan relating to eligibility the limitations on
the number of shares cash or other benefits
subject to the plan a participant’s maximum
entitlement or to the basis for determining a
participant’s entitlement under the plan and the
adjustment thereof in the event of a variation in
capital except in the case of minor amendments
to benefit the administration of the plan and
amendments to take account of changes in
legislation or to obtain or maintain favourable tax
exchange control or regulatory treatment for
participants or for any member of the group and
b no amendment may be made which would alter to
the disadvantage of participants any rights already
acquired by them under the plan without the prior
approval of a majority of the affected participants
11 overseas plans
the board may from time to time and without further
formality establish further plans in overseas territories
any such plan to be similar to the plan but modified to
take account of local tax exchange control or securities
laws regulation or practice shares made available
under any such plan would count against any limits on
overall or individual participation in the plan save that
only newly issued shares or shares transferred from
treasury would count against the overall dilution limits
12 termination
the plan may be terminated at any time by resolution
of the board or of the company in general meeting and
in any event no awards may be granted on or after the
tenth anniversary of the date on which the plan is
approved by the company in general meeting
termination will not affect the outstanding rights of
participants
resolution 11 authority to allot shares
resolution 11 will be proposed as an ordinary resolution to
grant a new authority to allot unissued share capital up to
an aggregate nominal value of £1548100 representing
313 a little under one third of the total issued share
capital of the company as at 16 june 2008
the directors have no immediate plans to make use of this
authority with the exception of the issue of further ordinary
shares to fulfil the company’s obligations under its various
employee share option schemes this renewed authority will
replace the existing authority in respect of ordinary shares
and will expire no later than 23 october 2009 92 rpc group annual report and accounts 2008
explanatory notes continued
resolution 12 adoption of new articles of association
it is proposed in resolution 12 to adopt new articles of
association the “new articles” in order to update the
company’s current articles of association the “current
articles” primarily to take account of changes in english
company law brought about by the companies act 2006
the principal changes introduced in the new articles are
summarised below other changes which are of a minor
technical or clarifying nature and also some more changes
which merely reflect changes made by the companies act
2006 have not been noted below the new articles showing
all of the changes to the current articles are available for
inspection as noted on page 87 of this document
1 articles which duplicate statutory provisions
provisions in the current articles which replicate
provisions contained in the companies act 2006 the
“2006 act” are in the main amended to bring them
into line with the 2006 act certain examples of such
provisions include provisions as to the variation of class
rights and provisions regarding the period of notice
required to convene general meetings the main
changes made to reflect this approach are detailed
below
2 form of resolution
the current articles contain a provision that where for
any purpose an ordinary resolution is required a special
or extraordinary resolution is also effective and that
where an extraordinary resolution is required a special
resolution is also effective this provision is being
amended as the concept of extraordinary resolutions
has not been retained under the 2006 act
the current articles enable members to act by written
resolution under the companies act 2006 public
companies can no longer pass written resolutions these
provisions have therefore been removed in the new
articles
3 variation of class rights
the current articles contain provisions regarding the
variation of class rights the proceedings and specific
quorum requirements for a meeting convened to vary
class rights are contained in the 2006 act the relevant
provisions have therefore been amended in the new
articles
4 convening extraordinary and annual general
meetings
the provisions in the current articles dealing with the
convening of general meetings and the length of notice
required to convene general meetings are being
amended to conform to new provisions in the 2006 act
in particular an extraordinary general meeting to
consider a special resolution can be convened by the
company on 14 days’ notice whereas previously 21
days’ notice was required
5 votes of members
under the 2006 act proxies are entitled to vote on a
show of hands whereas under the current articles
proxies are only entitled to vote on a poll the 2006 act
also entities proxies to speak multiple proxies may be
appointed provided that each proxy is appointed to
exercise the rights attached to a different share held by
the shareholder multiple corporate representatives may
be appointed the new articles reflect these new
provisions
6 age of directors on appointment
the current articles contain a provision limiting the age
at which a director can be appointed such provision
could now fall foul of the employment equality age
regulations 2006 and so has been removed from the
new articles
7 electronic and web communications
provisions of the 2006 act which came into force in
january 2007 enable companies to communicate with
shareholders by electronic andor website
communications the new articles continue to allow
communications to shareholders in electronic form and
in addition they also permit the company to take
advantage of the new provisions relating to website
communications before the company can
communicate with a shareholder by means of website
communication the relevant shareholder must be asked
individually by the company to agree that the company
may send or supply documents or information to him
by means of a website and the company must either
have received a positive response or have received no
response within the period of 28 days beginning with
the date on which the request was sent the company
will notify the shareholder either in writing or by
other permitted means when a relevant document or
information is placed on the website and a shareholder
can always request a hard copy version of the
document or information
8 directors’ indemnities and loans to fund expenditure
the 2006 act has in some areas widened the scope of
the powers of a company to indemnify directors and to
fund expenditure incurred in connection with certain
actions against directors in particular the existing
exemption allowing a company to provide money for
the purpose of funding a director’s defence in court
proceedings now expressly covers regulatory
proceedings and applies to associated companies rpc group annual report and accounts 2008 93
explanatory notes continued
9 joint holders
in order to make the flow of information more efficient
between the company and our joint shareholders the
articles are being amended so that where there are
joint shareholders anything agreed or specified with
the company by any one joint shareholder will have
been deemed to have been agreed or specified with the
company by all the joint shareholders
provisions coming into effect on 1 october 2008
10 conflicts of interest
the 2006 act sets out directors’ general duties which
largely codify the existing law but with some changes
the provisions relating to conflicts of interest come
into effect on 1 october 2008 and it is not possible to
reflect them in the company’s articles of association
until the new legislation is in force under the 2006 act
from 1 october 2008 a director must avoid a situation
where he has or can have a direct or indirect interest
that conflicts or possibly may conflict with the
company’s interests the requirement is very broad and
could apply for example if a director becomes a
director of another company or a trustee of another
organisation the 2006 act allows directors of public
companies to authorise conflicts and potential
conflicts where appropriate where the articles of
association contain a provision to this effect the 2006
act also allows the articles of association to contain
other provisions for dealing with directors’ conflicts of
interest to avoid a breach of duty the additional article
proposed effective from 1 october 2008 gives the
directors authority to approve such situations and to
include other provisions to allow conflicts of interest to
be dealt with in a similar way to the current position
there are safeguards which will apply when directors
decide whether to authorise a conflict or potential
conflict first only directors who have no interest in the
matter being considered will be able to take the
relevant decision and secondly in taking the decision
the directors must act in a way they consider in good
faith will be most likely to promote the company’s
success the directors will be able to impose limits or
conditions when giving authorisation if they think this
is appropriate
it is also proposed that the new articles should contain
provisions relating to confidential information
attendance at board meetings and availability of board
papers to protect a director being in breach of duty if a
conflict of interest or potential conflict of interest
arises these provisions will only apply where the
position giving rise to the potential conflict has
previously been authorised by the directors it is the
board’s intention to report annually on the company’s
procedures for ensuring that the board’s powers of
authorisation of conflicts are operated effectively and
that the procedures have been followed
resolution 13 disapplication of preemption rights
the directors of the company also require additional
authority from the shareholders to allot shares or grant
rights over shares or sell treasury shares where they propose
to do so for cash and otherwise than to existing shareholders
prorata to their holdings resolution 13 seeks to renew the
authority granted to the directors at the annual general
meeting held on 25 july 2007 to allot securities of the
company up to a specified amount in connection with a
rights issue without having to obtain prior approval from
shareholders on each occasion and also to allot a smaller
number of these for cash or to sell treasury shares without
first being required to offer such shares to existing
shareholders resolution 13 will be proposed as a special
resolution to grant such authority in accordance with
financial services authority regulations and investment
protection committee guidelines the number of shares
which may be issued for cash under the latter authority will
not exceed an aggregate nominal amount of £247500 being
approximately 5 of the total issued share capital of the
company as at 16 june 2008
if given the authority to disapply preemption rights will
terminate not later than 23 october 2009
resolution 14 purchase by the company of its own shares
the directors consider that there may be circumstances in
which it would be desirable for the company to purchase its
own shares in the market although the directors have no
plans to make such purchases they would like to be able to
act if circumstances arose in which they considered such
purchases to be desirable under article 5 of the company’s
articles of association authority is granted to the company
to purchase its own shares subject to the provision of the
companies act 1985 resolution 14 proposes that the
company’s authority to purchase up to 10 of the issued
share capital of the company be renewed by special
resolution the authority will terminate not later than 
23 july 2009
the authority is restricted to a maximum of 9903100
shares which is equivalent to approximately 10 of the
issued share capital of the company as at 16 june 2008
with a minimum purchase price of 5p per share and a
maximum price which will not be more than 5 above the
average of the middle market quotations for an ordinary
share as derived from the london stock exchange daily
official list for the 5 business days immediately preceding
the day on which the ordinary share is purchased
the directors of the company believe that it is advantageous
for the company to have this flexibility to make market
purchases of its own shares in the event that shares are 94 rpc group annual report and accounts 2008
explanatory notes continued
purchased they would either be cancelled and the number
of shares in issue would be reduced accordingly or subject
to the companies acquisition of own shares treasury
shares regulations 2003 the “regulations” which came
into force on 1 december 2003 retained as treasury shares
the regulations enable companies to hold shares
repurchased as treasury shares with a view to possible re
sale at a future date rather than having to cancel them
the company will consider holding repurchased shares
pursuant to the authority conferred by resolution 14 as
treasury shares this would give the company the ability to
reissue treasury shares quickly and cost effectively and
would provide the company with additional flexibility in the
management of its capital base any issues of treasury shares
for the purposes of the company’s employee share schemes
will be made within the 10 antidilution limit set by the
association of british insurers
the directors of the company will only exercise this
authority to purchase shares if they are satisfied that a
purchase would be for the benefit of shareholders generally
incentive schemes for directors with earnings per share
targets would be adjusted for any reduction in issued share
capital contents
financial highlights 1
statement by the chairman 2
statement by the chief executive 3
geographic locations 7
principal subsidiaries 8
directors’ biographies 9
business review 10
report of the directors 17
remuneration report 29
statement of directors’ responsibilities 39
independent auditors’ report 40
consolidated income statement 41
consolidated statement of recognised income and 
expense 41
consolidated balance sheet 42
consolidated cash flow statement 43
company statement of 
recognised income and expense 44
company balance sheet 45
company cash flow statement 46
notes to the financial statements 47
ten year financial record 84
financial calendar 84
notice of annual general meeting 85
explanatory notes 88
registered office
lakeside house
higham ferrers
northants nn10 8rp
website
wwwrpcgroupcom
registered auditors
kpmg audit plc
1 waterloo way
leicester le1 6lp
solicitors
ashurst
broadwalk house
5 appold street
london ec2a 2ha
joint financial advisers
n m rothschild  sons limited
new court
st swithins lane
london ec4p 4du
jpmorgan cazenove limited
20 moorgate
london ec2r 6da
registrars
equiniti
aspect house
spencer road
lancing
west sussex bn99 6da
principal bankers
commerzbank ag
60 gracechurch street
london ec3v 0hr
royal bank of scotland
135 bishopsgate
london ec2m 3ur
joint stockbrokers
jpmorgan cazenove limited
20 moorgate
london ec2r 6da
panmure gordon  co
moorgate hall
155 moorgate
london ec2m 6xb
this report and accounts including the business
review and statements by the chairman and chief
executive has been prepared solely for rpc group plc’s
shareholders as a body the company its directors
employees agents or advisers do not accept
responsibility to any other person and any such
responsibility or liability is expressly disclaimed
the business review and other statements within the
report and accounts contain forwardlooking
statements which
– have been made by the directors in good faith based
on the information available to them up to the time
of their approval of the report and accounts and
– should be treated with caution due to the inherent
uncertainties including both economic and business
risk factors underlying such forwardlooking
information
the company undertakes no obligation to update these
forwardlooking statements and nothing in the report
and accounts should be construed as a profit forecast
rpc group plc
rpc group is europe’s leading manufacturer of rigid
plastic packaging and is unusual in that it is able to offer
products made by all three conversion processes blow
moulding injection moulding and thermoforming it has
50 operations in 13 countries and employs over 6900
people rpc services a comprehensive range of customers
– from the largest european manufacturers of consumer
products to the smallest national businesses it has
particularly strong positions in the beauty and personal
care sector the vending and drinking cup market the
margarine industry and in multilayer sheet and packs for
oxygen sensitive food products our objectives are to
further strengthen rpc’s position in these and other
sectors of the european market where we can have a
significant presence in the market be in the forefront in
product design and development and have sufficient size
to enable us to optimise our production process this
strategy we believe will produce a satisfactory return for
our shareholders and the best possible security for our
employees suppliers and customers
directors
j p williams ma bcomm
nonexecutive chairman
r j e marsh ba
chief executive
m j b green fca
senior independent director
p hilton ma phd
p j h hole bsc
drs h j kloeze
s rojahn dipling msie
independent nonexecutive director
c h sworn ma phd fca
drs p r m vervaat rc
appointed 1 november 2007
finance director
d j wilbraham bsc phd
independent nonexecutive director
p s wood fca
independent nonexecutive director
company secretary
rebecca k joyce ba aca acis europe’s leader in
rigid plastic packaging
rpc group plc
lakeside house
higham ferrers
northants nn10 8rp
tel 44 0 1933 410064
fax 44 0 1933 410083
wwwrpcgroupcom
typeset and printed by
park communications london
report and accounts 2008
rpc group plc report  accounts 2008


Summary:
 financial highlights
●
record sales up 77 and adjusted operating profit
up 66 achieved in a challenging environment
●
adjusted eps improved to 215p 2007 206p
●
basic eps of 44p 2007 132p due to significant
restructuring costs and impairment charges
●
cost pressures being met by determined action on
operational efficiencies and on underperforming
businesses
●
improving trend in revenue and margins in the
second half
●
pim vervaat appointed as finance director on
1 november 2007
●
71 increase in total dividend to 90p 2007 84p
with recommended final dividend up to 61p
2007 57p
rpc group annual report and accounts 2008 1
turnover £m adjusted operating profit £m
0
100
200
300
400
500
600
700
2004 2005 2006 2007 2008
0
5
10
15
20
25
30
35
40
2004 2005 2006 2007 2008