2010 bower scheme report and accounts - parliament

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n (j BOWERGROUP RETIREMENT BENEFITS SCHEME

rn o REPORT AND ACCOUNTS

[-1 ~-YEAR ENDED 28 FEBRUARY 2010 n

Scheme Registration Number 10068399X

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ANNUAL REPORT

Scheme Advisers

Trustees Report

Investment Report

Further Information

Auditors Report

Summary of Contributions Paid

Financial Statements

Notes to Financial Statements

Compliance Statement

Actuarial Statements

BOWER GROUP RETIREMENT BENEFITS SCHEME

Page No

1-2

3-6

7-13

13

14-15

16

17-18

19-22

23

Appendices

n BOWER GROUP RETIREMENT BENEFITS SCHEME n

n SCHEME ADVISERS

Consultants amp Administrators n n

Actuary

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Auditors

(IC) Investment Managers

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LJ AVC Managers

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Sterling PensionManagement Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN

Paul Weaver FIA Sterling Actuarial Services Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN

Baker Tilly UK Audit LLP 2 Wnitena1ro-uay Leeds LS 1 4HG

BNY Mellon Asset Management (Newton Fund Managers) lngrave Road Brentwood CM15 8TG

CloseAsset Management Limited 10 Exchange Square Primrose Street London EC2A 2BY

Legal amp General Investment Management One Coleman Street London EC2R5M

Royal London Asset Management Limited 55 Gracechurch Street London EC3VORL

Bristol ampWest PLC (Bank of Ireland Group) PO Box27 1 Temple Quay Bristol BS99 7 AX

Clerical Medical Investment Group Ltd 33 Old Broad Street

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11 BOWmiddotERGROUP RETIREMENT BENEFITS SCHEME n

n SCHEME ADVISERS

n Legal Advisers Sacker amp Partners LLP 29 Ludgate Hill London n EC4M 7NX

Banker HSBC Clerkenwellr-1 London EC1V 7DA

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BOWER GROUP RETIREMENT BENEFITS SCHEME

TRUSTEESREPORT

INTRODUCTION

The Trustees of the Bower Group Retirement Benefits Scheme (the Scheme) present their annual report together with the investment report financial statements and actuarial statements for the year ended 28 February 2010

TRUSTEES

The Trustees of the Scheme during the year were

Carillion Trustees Limited

The power to appoint and remove Trustees is vested in the Principal Employer and must be exercised by Deed

The Trustees are responsible for the administration and investment policy of the Scheme There were two formal Trustees meetings held during the Scheme year There were no fees paid during the Scheme year to the Trustees

SPgNSORINGmiddotEMPLOYERS

The Scheme provides for all eligible employees of the Principal Employer - Dudley Bower Group pie (formerly Bower Group Pie) and also for participating employers Dudley Bower Services Ltd Dudley Bower Management Services Ltd and Dudley Bower Facilities Management Ltd The registered address of all the sponsoring employers is

24 Birch Street Wolverhampton West Midlands WV1 4HY

3

1 ] I I I

BOWER GROUP RETIREMENT BENEFITS SCHEME n n STATEMENT OF TRUSTEES RESPONSIBILITIES

The audited accounts are_ the responsibility of the trustees Pension scheme regulations require n the trustees to make available to scheme members beneficiaries and certain other parties audited accounts for each scheme year which

bull show a true and fair view of the financial transactions of the scheme during the scheme year n and of the amount and disposition at the end of the scheme year of the assets and liabilities other than liabilities to pay pensions and benefits after the end of the scheme year and n bull contain the information specified in the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statementfrom the Auditor) Regulations 1996

r- -i including a statement whether the accounts have been prepared in accordance with the Statement of Recommended Practice Financial Reports of Pension Schemes

The trustees nave supervised tlie preparation of the accounts and have agreed suitabletl (-) accounting pohc1es to be appliea consistently-rrrakin-g-estimates~and~judgements-on-a-reasonable~~~~ and prudent basis They are also responsible for making available each year commonly in the form of a trustees annual report information about the scheme prescribed by pensions legislation 11 which they should ensure is consistentwith the audited accounts it accompanies

Following the first minimum funding valuation under the Pensions Act 1995 the trustees are j responsible under pensions legislation for ensuring that there is prepared maintained and from

time to time revised a schedule of contributions showing the rates of contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme and the dates on or before which such contributions are to be paid The trustees are also responsible for

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J keeping records of contributions received in respect of any active member of the scheme and for procuring that contributions are made to the scheme in accordance with the schedule of contributions

The trustees also have a general responsibility for ensuring that adequate accounting records are kept and for taking such steps asmiddot are reasonably open to them to safeguard the assets of the

LJ scheme and to prevent and detect fraud and other irregularities ---

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BOWER GROUP RETIREMENT BENEFITS SCHEME

SCHEME MEMBERSHIP

2010 2009Active Members

At 29 February 2009 0 0

_Q QAt 28 February 2010

Pensioners

At 29 February 2009 56 50

Add Deferred retiring _ 4 6 Dependants pensions becoming payable 3

Less Deaths

28 February 2010

Deferred Members

At 29 February 2009 236 243

Add Leavers with deferred pensions Less Pensions becoming payable (4) (6)

Deaths (3) Transfers out ill

At 28 February 2010 236

The breakdown_ of the deferred membership at 28February2010 is as follows

Current MowlemEmployee Deferred who retain a Final-Salary link 0

Deferred who retain a Final-Salary link butwho left 70 Mowlem employment after 01 August2002

Non Mowlem Employee Deferreds 159

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11 BOWER GROUP RETIREMENT BENEFITS SCHEME n

n REVIEW OF FINANCIAL DEVELOPMENT OF THE SCHEME

A full actuarial valuation was performed by the Scheme Actuary Paul Weaver of Sterling Actuarial n Services Limited as at 28 February 2007 The actuarial valuation indicated t_hat the Scheme was 114 funded on the old Minimum Funding Requirements (MFR) Valuation basis and 70 on the Scheme Actuarys recommended ongoing basis In monetary terms the deficit on the n recommended basiswas pound3270000

Benefits have been augmented for all members who were active on the 31 May 2001 with more

1] than 2 years pensionable service andwho continue to work for Mowlem until after 1 August 2002 The augmentation is such that their deferred pension receives increases in line with their salary increases from 31 May 2001 until their ultimate date of leaving Mowlem

n The Trustees have received regular employer contributions of pound288000 per year since 2003 The employer agreed to continue payment of annual contributions of pound288000 for a further three years commencing February 2005 t] C) Since then the Trustees received an advance employer contribution of pound288000 for February 2009 by way of deduction in account post year end The actuarial statement based on the)-J actuarial valuation forms part ofthe Appendix to this report

Contributions have notyet been received for this year due to administrative delays An appropriate ) j statement of funding principles has been agreed between the Trustees and employer as part of

the actuarialvaluation as at 28 February 2007 A new Schedule of Contributions has been agreed requiring the employer to pay at least pound698490 per annum plus operating and administration expenses for the seven years commencing 1 July 2010 I J The Trustees investment policy is detailed in their Statementof Investment Principles The day-toshyday management of the investments of the Scheme have been delegated by the Trustees to Close 1J Teams Ltd Legal amp General Assurance (Pensions) Management Ud BNY Mellon Asset Management (Newton Fund Managers Ltd) and Royal London Asset Management Ltd (RLAM) The Trustees meet regularly to discuss investment reports received from their adviser and the u investment managers to assess the overall investment policy and asset allocation

C-) Following an investment strategy review the Trustee agreed to invest 50 in fixed interest LJ securities and 50 in growth assets This was achieved by allocating 25 each ofthe Schemes

assets to BNY Mellon ancl CLOSE Teams with the remaining 50 invested in Corporate Bonds Long Dated Gilts and Cash The Trustees agreed to appoint RLAM to manage the Corporate u Bonds and Legal amp General to manage the Long Dated Gilts and Cash The reallocation was completed during May 2009

u The value of the Scheme increased by pound974417 (2009 decrease of pound1660784) to pound7085711 an increase of 16 The additional purchases of investments into the scheme for the year was poundnil (2009 poundnil)

11LJ During the Scheme year contributions receivable were poundNil compared with pound288000 for the

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- The financial stafemenfs~fiave-beenpreparecrancraT1clitea ii1ccfmpliiince~Witll-FErgUlatiomrmaaermiddot- ---shyunder sections 41 ( 1) and (6) of the Pensions Act 1995

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BOWER GROUP RETIREMENT BENEFITS SCHEME

INVESTMENT REPORT FOR THE YEAR ENDING 28 FEBRUARY 2010

NEWTON REAL RETURN FUND

Investment aim The Fund aims to outperform cash (1 month LIBOR) by4 pa over rolling 3 year periods

Fund information The overall investmentpolicy of the Newton Managed Intrepid Funo is determined by BNY Mellon Fund Managers Limited The Royal Bank of Scotland pie is the Depositary of the Fund and BNY Mellon Asset Servicing BV is the Custodian of the assets held in the Fund

The Pension Scheme holds shares in the Fund and receives a monthly statement that shows the number of the shares the Scheme owns The register is held by the Registrar BNY Mellon Fund Man~Q_E~rs Limited as proof of ownership

BNY Mellon Fund Managers Limited confirms the securities held by the Fund to be transferable securities

The deployment of the assets over the period is shown in the table below

UK Equities

Overseas Equities

UK Fixed Interest

Overseas Fixed Interest

UK Index Linked

Cash

Other Total

183 226

337 376

47 39

118 120

40 13

223 133

52 93 1000 100i0

During the year to 28 February 2010 the Funds weighting in UK Equities and Overseas Equities increased The Funds weighting in UK Fixed Interest UK Index Linked Gilts and Cash decreased over the period

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r1 BOWER GROUP RETIREMENT BENEFITS SCHEME n Market Review n All Index returns are sourced from FTSE World Indices as quoted by Nomura FTSE and Datastream and quoted in sterling gross of fees (CAPS middotreturns are quoted net of fees)

n Ten Largest Equity Holdings as at 31 March 2010

Vodafone Group pie UK 43

GlaxoSmithKline pie UK 40 n Norway (Kingdom of) 65 15052013 UK 28

Smith amp Nephew PLC UK 24

11 ETFS Agriculture DJ -AIGSM UK 23

Deutsche Telecom AG UK 22

Millicom Intl Cellular UK 22~ (J Newcrest Mining Ltd UK 21

rl Roche Hldgs AG UK 20

Bayer AG UK 20

l-J Fund Performance

[j In order to measure the performance of the Fund the Manager participates in the RussellMellon CAPS Pooled Pension Fund Survey This service measures the performance of several similar pooled pension funds under discretionary management A summary of the results are detailed in the table below

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)_J 12 months () 168 398

J l_) 3 years( pa)

5 years( pa)

105

118

33

85

u Source Newton as at 28 February 2010 unless otherwise stated

Returns are calculated using close of business offer prices net of fees

u The total value of the Newton Managed Intrepid Fund was pound1632278 as at 31 March 2010

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r-1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n Close Teams LtdESCHER ( Formerly Escher UK Asset Management LTD) n Close TEAMS Limited operates a Manager of Managers service whereby the govermmce of the Schemes investments is delegated to a professional third party It operates sector specific funds run by individual fund n management houses selected for their exp-ertise by the TEAMS Investment Committee The TEAMS

n Investment Committee continually reviews the performance and suitability of these managers The Committee monitors the performance processes and personnel associated with each manager to ensure that appropriate managers are retained for each investment sector Quarterly performance reports and periodic stewardship reports are prepared and issued to the Trustees by the Committeemiddot

The TEAMS Investment Committee calculates and monitors performance on a quarterly basis Quarterly

Ii performance is assessed and reported as at 31 March 30 June 30 September and 31 December each year

n Close TEAMS is responsible for selecting monitoring and if necessary replacing the specialist investment managers used for each TEAMS fund In discharging this duty Close TEAMS ensures that every decision taken is in the best interests of clients

Close TEAMS ensures transparency in selection and monitoring processes by having an independent member - representing client interests - sitting on the decision making body the TEAMS Investment

llrtmiddot ) Committee The independent member is dapital Cranfield Trustees a renowned independent trustee

company The TEAMS Investment Committeeshy

[1 1 Professionally interprets investment performance data and statistical analysis 2 Monitors managers on a continuous and consistent basis 3 Keeps risk tightlycontrolled

r-j 4 Evaluates why managers achieve (or fail to achieve) performance targets over meaningful and statistically significant time periods

5 Assesses the future performance potential of existing managers and potential replacement managers 6 Makes timely decisions on changing managers n TEAMS funds are held in insurance polices issued by Winterthur Life UK Limited a Credit Suisse Group Company

l_j Transaction Details

Valuation as 28 February 2010 No ofUnits Unit Price (pence) ValuetJ

TEAMS 6040 Global Eq 2 Outperform 1 286246 143Sp pound1845763u() TOT AL AT 26 FEBRUARY 2010 ~18457631

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Performance (specified gross of fees)

TEAMS 6040 Global Equitie$ 2 Outperformance Fund LJ 1 yr to 31 Mar 501 (benchmark495) u 3yrs (annualized) 18 pa (benchmark 15) 5yrs (annualized) 76 pa (benchmark 82)

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Deducted from the unit pricing (rather than being charged directly to the client)

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BOWER GROUP RETIREMENT BENEFITS SCHEMEmiddot

Legal amp General Assurance (Pensions Management) Limited

n The assets of the Scheme are invested in an insurance policy with Legal amp General Assurance (Pensions Management) Limited part ofthe Legal amp General Group which ls one of the largest financial institutions in the United Kingdom shyn The policy is designed for corporate and public sector Pension Schemes and takes full advantage of the tax exemptions available to an insurance policy ofthis type It is a unitised policy and the value of the units fluctuates directly in relation to the value or the value of the underlying assets All units are redeemable at bidmiddot prices that are calculated from independent external pricing resources The assets underlying the units are held by independent corporate custodians which are regularly reviewed by external auditors

Legal amp Generals investment brief is to apply cash flows to or from and make switches between the funds 11 shown below (which are sections within the policy) in accordance with instructions received from the Trustees or their authorised Administrators

n Transaction Details

Valuation as 28 February 2010 No of Units Unit Price (pence) Valuet] () 2037 Index-Linked Gilt 25009978 1152890p pound28833754

lj 2047 Index-Linked Gilt 25509237 1141650p pound29122620

2055 Index-Linked Gilt 20993495 1404210p - pound29479276

11 Cash 8954772 6303530p pound56446674

TOTAL AT 26 FEBRUARY 2010 ~14388232~

Notes Prices are based cm the value of the underlying securities at close of business on 26 February 2010 Activity for this pricing date is included in this valuation

lJ Investment Value and Distribution Value and Distribution Fund at 20 May 2009 at 1 March 2010

u GBP GBP

lJ 0 2037 Index-Linked Gilt 281422 200 289003 201

2047 Index-Linked Gilt 281028 200 292162 203

lJ 2055 Index-Linked Gilt

Cash

281027

564305

200

400

295740

564467

205

391

IJ Total Assets 1407782 1000 1441372 1000

Notes The unit prices for these valuations were based on market closing prices on the previous working day The values shown include any activity that took place on the valuation day

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lJ For the Cash Fund which is not index tracking the index returns shown in the table below are for comparison purposes only

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BOWER GROUP RETIREMENT BENEFITS SCHEME

n Investment Sector Fund Fund Index

n 2037 Index-Linked Gilt +27 +27

2047 Index-Linked Gilt +40 +39n 2055 Index-Linked Gilt +52 +52

n Cash +04 +03

Total Assets +25 na

n ROYAL LONDON ASSET MANAGEMENT LTD - RLPPC UK CORPORATE BOND

1-1 1(~ I) FUND

Investment aim To outperform the benchmark (iBoxx Sterling Non-Gilt All Maturities Index) by 08 per annum n gross of fees

Custody Arrangements The Custodian for the Fund is HSBC Securities Services at 8 Canada Square London E14 5HQ I Fund performance _ During the period between the funds inception date on 20th May 2009 to 28th February 2010 the I RLPPC UK Corporate Bond Fund outperformed the benchmark The fund returned 179 during the period compared to middota benchmark return of 15

LJ The positive performance recorded was primarily due to the following key factors

bull The sector allocation decision to remain overweight in credit bonds relative toLJ supranational bonds

bull The overweight positions in the best performing sectors eg subordinated financials LJ L) structured real estate and social housing

The table below shows the performance of the fund net of fees) and the benchmark index for the three months ending 31 March 2010

LJ Fund) Benchmark) Relative )

Quarter 1 495 394 101

LJ 12 months 2983 2095 888 3 years pa 314 410 -096 5 years pa 385 420 o35 Since inception (pa) 638 588 050LJ

----~--~---shy-rnenunclreturns irnne a5ove-ta6le middotare net of fees -amiddotncnnclude the -impact ofcash holdings over

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Portfolio Value Fund GBP) LJ 20th May 2009 141076286

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BOWER GROUP RETIREMENT BENEFITS SCHEME

281h February 2010 166374512

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Change over the period 25298226 Inflows (outflows) overthe period 00

Ten Largest Bond Holdings as at 31 March 2010

Royal Bank of Scotland 7 5 2024 Finance for Residence Soc Housing 1113 2058 General Electric Capital 55 Vrn 2066

Annington Finance No1 8 2021 Qm_~gon Healthcare 5333 Vrn 2035 Lloyds TSB Bank 75 15042024

KFW 55 2015 Phoenix Natural Gas Fin 55 2017

NRW Bank 2625 2012

HSBC Holdings 675 12028

Sector breakdown

12

12

09

09

09

08

08

08

08

08

Banks amp financial services

Consumer goods

Consumer Services Foreign fixed interest sovereigns

General industrials

UK government bonds

Insurance

Investment trusts

Real estate

Social Housing

Structured

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Utility

J TOTAL

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251277 47

34 44

32 11

00 40

27 00

03 5151 01

55 1635 0962 99210

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93116 1000010000

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BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

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----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

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BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

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n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

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20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

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BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

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9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

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BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

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ANNUAL REPORT

Scheme Advisers

Trustees Report

Investment Report

Further Information

Auditors Report

Summary of Contributions Paid

Financial Statements

Notes to Financial Statements

Compliance Statement

Actuarial Statements

BOWER GROUP RETIREMENT BENEFITS SCHEME

Page No

1-2

3-6

7-13

13

14-15

16

17-18

19-22

23

Appendices

n BOWER GROUP RETIREMENT BENEFITS SCHEME n

n SCHEME ADVISERS

Consultants amp Administrators n n

Actuary

n [J

Auditors

(IC) Investment Managers

11

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LJ AVC Managers

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Sterling PensionManagement Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN

Paul Weaver FIA Sterling Actuarial Services Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN

Baker Tilly UK Audit LLP 2 Wnitena1ro-uay Leeds LS 1 4HG

BNY Mellon Asset Management (Newton Fund Managers) lngrave Road Brentwood CM15 8TG

CloseAsset Management Limited 10 Exchange Square Primrose Street London EC2A 2BY

Legal amp General Investment Management One Coleman Street London EC2R5M

Royal London Asset Management Limited 55 Gracechurch Street London EC3VORL

Bristol ampWest PLC (Bank of Ireland Group) PO Box27 1 Temple Quay Bristol BS99 7 AX

Clerical Medical Investment Group Ltd 33 Old Broad Street

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11 BOWmiddotERGROUP RETIREMENT BENEFITS SCHEME n

n SCHEME ADVISERS

n Legal Advisers Sacker amp Partners LLP 29 Ludgate Hill London n EC4M 7NX

Banker HSBC Clerkenwellr-1 London EC1V 7DA

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BOWER GROUP RETIREMENT BENEFITS SCHEME

TRUSTEESREPORT

INTRODUCTION

The Trustees of the Bower Group Retirement Benefits Scheme (the Scheme) present their annual report together with the investment report financial statements and actuarial statements for the year ended 28 February 2010

TRUSTEES

The Trustees of the Scheme during the year were

Carillion Trustees Limited

The power to appoint and remove Trustees is vested in the Principal Employer and must be exercised by Deed

The Trustees are responsible for the administration and investment policy of the Scheme There were two formal Trustees meetings held during the Scheme year There were no fees paid during the Scheme year to the Trustees

SPgNSORINGmiddotEMPLOYERS

The Scheme provides for all eligible employees of the Principal Employer - Dudley Bower Group pie (formerly Bower Group Pie) and also for participating employers Dudley Bower Services Ltd Dudley Bower Management Services Ltd and Dudley Bower Facilities Management Ltd The registered address of all the sponsoring employers is

24 Birch Street Wolverhampton West Midlands WV1 4HY

3

1 ] I I I

BOWER GROUP RETIREMENT BENEFITS SCHEME n n STATEMENT OF TRUSTEES RESPONSIBILITIES

The audited accounts are_ the responsibility of the trustees Pension scheme regulations require n the trustees to make available to scheme members beneficiaries and certain other parties audited accounts for each scheme year which

bull show a true and fair view of the financial transactions of the scheme during the scheme year n and of the amount and disposition at the end of the scheme year of the assets and liabilities other than liabilities to pay pensions and benefits after the end of the scheme year and n bull contain the information specified in the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statementfrom the Auditor) Regulations 1996

r- -i including a statement whether the accounts have been prepared in accordance with the Statement of Recommended Practice Financial Reports of Pension Schemes

The trustees nave supervised tlie preparation of the accounts and have agreed suitabletl (-) accounting pohc1es to be appliea consistently-rrrakin-g-estimates~and~judgements-on-a-reasonable~~~~ and prudent basis They are also responsible for making available each year commonly in the form of a trustees annual report information about the scheme prescribed by pensions legislation 11 which they should ensure is consistentwith the audited accounts it accompanies

Following the first minimum funding valuation under the Pensions Act 1995 the trustees are j responsible under pensions legislation for ensuring that there is prepared maintained and from

time to time revised a schedule of contributions showing the rates of contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme and the dates on or before which such contributions are to be paid The trustees are also responsible for

f 1

J keeping records of contributions received in respect of any active member of the scheme and for procuring that contributions are made to the scheme in accordance with the schedule of contributions

The trustees also have a general responsibility for ensuring that adequate accounting records are kept and for taking such steps asmiddot are reasonably open to them to safeguard the assets of the

LJ scheme and to prevent and detect fraud and other irregularities ---

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BOWER GROUP RETIREMENT BENEFITS SCHEME

SCHEME MEMBERSHIP

2010 2009Active Members

At 29 February 2009 0 0

_Q QAt 28 February 2010

Pensioners

At 29 February 2009 56 50

Add Deferred retiring _ 4 6 Dependants pensions becoming payable 3

Less Deaths

28 February 2010

Deferred Members

At 29 February 2009 236 243

Add Leavers with deferred pensions Less Pensions becoming payable (4) (6)

Deaths (3) Transfers out ill

At 28 February 2010 236

The breakdown_ of the deferred membership at 28February2010 is as follows

Current MowlemEmployee Deferred who retain a Final-Salary link 0

Deferred who retain a Final-Salary link butwho left 70 Mowlem employment after 01 August2002

Non Mowlem Employee Deferreds 159

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11 BOWER GROUP RETIREMENT BENEFITS SCHEME n

n REVIEW OF FINANCIAL DEVELOPMENT OF THE SCHEME

A full actuarial valuation was performed by the Scheme Actuary Paul Weaver of Sterling Actuarial n Services Limited as at 28 February 2007 The actuarial valuation indicated t_hat the Scheme was 114 funded on the old Minimum Funding Requirements (MFR) Valuation basis and 70 on the Scheme Actuarys recommended ongoing basis In monetary terms the deficit on the n recommended basiswas pound3270000

Benefits have been augmented for all members who were active on the 31 May 2001 with more

1] than 2 years pensionable service andwho continue to work for Mowlem until after 1 August 2002 The augmentation is such that their deferred pension receives increases in line with their salary increases from 31 May 2001 until their ultimate date of leaving Mowlem

n The Trustees have received regular employer contributions of pound288000 per year since 2003 The employer agreed to continue payment of annual contributions of pound288000 for a further three years commencing February 2005 t] C) Since then the Trustees received an advance employer contribution of pound288000 for February 2009 by way of deduction in account post year end The actuarial statement based on the)-J actuarial valuation forms part ofthe Appendix to this report

Contributions have notyet been received for this year due to administrative delays An appropriate ) j statement of funding principles has been agreed between the Trustees and employer as part of

the actuarialvaluation as at 28 February 2007 A new Schedule of Contributions has been agreed requiring the employer to pay at least pound698490 per annum plus operating and administration expenses for the seven years commencing 1 July 2010 I J The Trustees investment policy is detailed in their Statementof Investment Principles The day-toshyday management of the investments of the Scheme have been delegated by the Trustees to Close 1J Teams Ltd Legal amp General Assurance (Pensions) Management Ud BNY Mellon Asset Management (Newton Fund Managers Ltd) and Royal London Asset Management Ltd (RLAM) The Trustees meet regularly to discuss investment reports received from their adviser and the u investment managers to assess the overall investment policy and asset allocation

C-) Following an investment strategy review the Trustee agreed to invest 50 in fixed interest LJ securities and 50 in growth assets This was achieved by allocating 25 each ofthe Schemes

assets to BNY Mellon ancl CLOSE Teams with the remaining 50 invested in Corporate Bonds Long Dated Gilts and Cash The Trustees agreed to appoint RLAM to manage the Corporate u Bonds and Legal amp General to manage the Long Dated Gilts and Cash The reallocation was completed during May 2009

u The value of the Scheme increased by pound974417 (2009 decrease of pound1660784) to pound7085711 an increase of 16 The additional purchases of investments into the scheme for the year was poundnil (2009 poundnil)

11LJ During the Scheme year contributions receivable were poundNil compared with pound288000 for the

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- The financial stafemenfs~fiave-beenpreparecrancraT1clitea ii1ccfmpliiince~Witll-FErgUlatiomrmaaermiddot- ---shyunder sections 41 ( 1) and (6) of the Pensions Act 1995

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BOWER GROUP RETIREMENT BENEFITS SCHEME

INVESTMENT REPORT FOR THE YEAR ENDING 28 FEBRUARY 2010

NEWTON REAL RETURN FUND

Investment aim The Fund aims to outperform cash (1 month LIBOR) by4 pa over rolling 3 year periods

Fund information The overall investmentpolicy of the Newton Managed Intrepid Funo is determined by BNY Mellon Fund Managers Limited The Royal Bank of Scotland pie is the Depositary of the Fund and BNY Mellon Asset Servicing BV is the Custodian of the assets held in the Fund

The Pension Scheme holds shares in the Fund and receives a monthly statement that shows the number of the shares the Scheme owns The register is held by the Registrar BNY Mellon Fund Man~Q_E~rs Limited as proof of ownership

BNY Mellon Fund Managers Limited confirms the securities held by the Fund to be transferable securities

The deployment of the assets over the period is shown in the table below

UK Equities

Overseas Equities

UK Fixed Interest

Overseas Fixed Interest

UK Index Linked

Cash

Other Total

183 226

337 376

47 39

118 120

40 13

223 133

52 93 1000 100i0

During the year to 28 February 2010 the Funds weighting in UK Equities and Overseas Equities increased The Funds weighting in UK Fixed Interest UK Index Linked Gilts and Cash decreased over the period

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r1 BOWER GROUP RETIREMENT BENEFITS SCHEME n Market Review n All Index returns are sourced from FTSE World Indices as quoted by Nomura FTSE and Datastream and quoted in sterling gross of fees (CAPS middotreturns are quoted net of fees)

n Ten Largest Equity Holdings as at 31 March 2010

Vodafone Group pie UK 43

GlaxoSmithKline pie UK 40 n Norway (Kingdom of) 65 15052013 UK 28

Smith amp Nephew PLC UK 24

11 ETFS Agriculture DJ -AIGSM UK 23

Deutsche Telecom AG UK 22

Millicom Intl Cellular UK 22~ (J Newcrest Mining Ltd UK 21

rl Roche Hldgs AG UK 20

Bayer AG UK 20

l-J Fund Performance

[j In order to measure the performance of the Fund the Manager participates in the RussellMellon CAPS Pooled Pension Fund Survey This service measures the performance of several similar pooled pension funds under discretionary management A summary of the results are detailed in the table below

LJ

)_J 12 months () 168 398

J l_) 3 years( pa)

5 years( pa)

105

118

33

85

u Source Newton as at 28 February 2010 unless otherwise stated

Returns are calculated using close of business offer prices net of fees

u The total value of the Newton Managed Intrepid Fund was pound1632278 as at 31 March 2010

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r-1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n Close Teams LtdESCHER ( Formerly Escher UK Asset Management LTD) n Close TEAMS Limited operates a Manager of Managers service whereby the govermmce of the Schemes investments is delegated to a professional third party It operates sector specific funds run by individual fund n management houses selected for their exp-ertise by the TEAMS Investment Committee The TEAMS

n Investment Committee continually reviews the performance and suitability of these managers The Committee monitors the performance processes and personnel associated with each manager to ensure that appropriate managers are retained for each investment sector Quarterly performance reports and periodic stewardship reports are prepared and issued to the Trustees by the Committeemiddot

The TEAMS Investment Committee calculates and monitors performance on a quarterly basis Quarterly

Ii performance is assessed and reported as at 31 March 30 June 30 September and 31 December each year

n Close TEAMS is responsible for selecting monitoring and if necessary replacing the specialist investment managers used for each TEAMS fund In discharging this duty Close TEAMS ensures that every decision taken is in the best interests of clients

Close TEAMS ensures transparency in selection and monitoring processes by having an independent member - representing client interests - sitting on the decision making body the TEAMS Investment

llrtmiddot ) Committee The independent member is dapital Cranfield Trustees a renowned independent trustee

company The TEAMS Investment Committeeshy

[1 1 Professionally interprets investment performance data and statistical analysis 2 Monitors managers on a continuous and consistent basis 3 Keeps risk tightlycontrolled

r-j 4 Evaluates why managers achieve (or fail to achieve) performance targets over meaningful and statistically significant time periods

5 Assesses the future performance potential of existing managers and potential replacement managers 6 Makes timely decisions on changing managers n TEAMS funds are held in insurance polices issued by Winterthur Life UK Limited a Credit Suisse Group Company

l_j Transaction Details

Valuation as 28 February 2010 No ofUnits Unit Price (pence) ValuetJ

TEAMS 6040 Global Eq 2 Outperform 1 286246 143Sp pound1845763u() TOT AL AT 26 FEBRUARY 2010 ~18457631

u --- shy

Performance (specified gross of fees)

TEAMS 6040 Global Equitie$ 2 Outperformance Fund LJ 1 yr to 31 Mar 501 (benchmark495) u 3yrs (annualized) 18 pa (benchmark 15) 5yrs (annualized) 76 pa (benchmark 82)

- - -- ~~--~------- ---~--shy~u--~- -nvestment~Management~Fees -- ~- - - - - -- - - - shy

Deducted from the unit pricing (rather than being charged directly to the client)

9 J 1J

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BOWER GROUP RETIREMENT BENEFITS SCHEMEmiddot

Legal amp General Assurance (Pensions Management) Limited

n The assets of the Scheme are invested in an insurance policy with Legal amp General Assurance (Pensions Management) Limited part ofthe Legal amp General Group which ls one of the largest financial institutions in the United Kingdom shyn The policy is designed for corporate and public sector Pension Schemes and takes full advantage of the tax exemptions available to an insurance policy ofthis type It is a unitised policy and the value of the units fluctuates directly in relation to the value or the value of the underlying assets All units are redeemable at bidmiddot prices that are calculated from independent external pricing resources The assets underlying the units are held by independent corporate custodians which are regularly reviewed by external auditors

Legal amp Generals investment brief is to apply cash flows to or from and make switches between the funds 11 shown below (which are sections within the policy) in accordance with instructions received from the Trustees or their authorised Administrators

n Transaction Details

Valuation as 28 February 2010 No of Units Unit Price (pence) Valuet] () 2037 Index-Linked Gilt 25009978 1152890p pound28833754

lj 2047 Index-Linked Gilt 25509237 1141650p pound29122620

2055 Index-Linked Gilt 20993495 1404210p - pound29479276

11 Cash 8954772 6303530p pound56446674

TOTAL AT 26 FEBRUARY 2010 ~14388232~

Notes Prices are based cm the value of the underlying securities at close of business on 26 February 2010 Activity for this pricing date is included in this valuation

lJ Investment Value and Distribution Value and Distribution Fund at 20 May 2009 at 1 March 2010

u GBP GBP

lJ 0 2037 Index-Linked Gilt 281422 200 289003 201

2047 Index-Linked Gilt 281028 200 292162 203

lJ 2055 Index-Linked Gilt

Cash

281027

564305

200

400

295740

564467

205

391

IJ Total Assets 1407782 1000 1441372 1000

Notes The unit prices for these valuations were based on market closing prices on the previous working day The values shown include any activity that took place on the valuation day

IJ f---~- ---P-erformance- --middotmiddot-~-middotmiddot-middot--middotmiddot---middot---middotmiddot-- -shy

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lJ For the Cash Fund which is not index tracking the index returns shown in the table below are for comparison purposes only

lJ 10

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BOWER GROUP RETIREMENT BENEFITS SCHEME

n Investment Sector Fund Fund Index

n 2037 Index-Linked Gilt +27 +27

2047 Index-Linked Gilt +40 +39n 2055 Index-Linked Gilt +52 +52

n Cash +04 +03

Total Assets +25 na

n ROYAL LONDON ASSET MANAGEMENT LTD - RLPPC UK CORPORATE BOND

1-1 1(~ I) FUND

Investment aim To outperform the benchmark (iBoxx Sterling Non-Gilt All Maturities Index) by 08 per annum n gross of fees

Custody Arrangements The Custodian for the Fund is HSBC Securities Services at 8 Canada Square London E14 5HQ I Fund performance _ During the period between the funds inception date on 20th May 2009 to 28th February 2010 the I RLPPC UK Corporate Bond Fund outperformed the benchmark The fund returned 179 during the period compared to middota benchmark return of 15

LJ The positive performance recorded was primarily due to the following key factors

bull The sector allocation decision to remain overweight in credit bonds relative toLJ supranational bonds

bull The overweight positions in the best performing sectors eg subordinated financials LJ L) structured real estate and social housing

The table below shows the performance of the fund net of fees) and the benchmark index for the three months ending 31 March 2010

LJ Fund) Benchmark) Relative )

Quarter 1 495 394 101

LJ 12 months 2983 2095 888 3 years pa 314 410 -096 5 years pa 385 420 o35 Since inception (pa) 638 588 050LJ

----~--~---shy-rnenunclreturns irnne a5ove-ta6le middotare net of fees -amiddotncnnclude the -impact ofcash holdings over

~ C -the peritrd~--- --- - - ~------ ~--- ~~~~------~~--~ ---~--~~--- -_-_ -- ---- ~- --~-----~ ~~~---~~ ~~~- ~~ ~shy

Portfolio Value Fund GBP) LJ 20th May 2009 141076286

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BOWER GROUP RETIREMENT BENEFITS SCHEME

281h February 2010 166374512

n n n n n u() 7 I

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Change over the period 25298226 Inflows (outflows) overthe period 00

Ten Largest Bond Holdings as at 31 March 2010

Royal Bank of Scotland 7 5 2024 Finance for Residence Soc Housing 1113 2058 General Electric Capital 55 Vrn 2066

Annington Finance No1 8 2021 Qm_~gon Healthcare 5333 Vrn 2035 Lloyds TSB Bank 75 15042024

KFW 55 2015 Phoenix Natural Gas Fin 55 2017

NRW Bank 2625 2012

HSBC Holdings 675 12028

Sector breakdown

12

12

09

09

09

08

08

08

08

08

Banks amp financial services

Consumer goods

Consumer Services Foreign fixed interest sovereigns

General industrials

UK government bonds

Insurance

Investment trusts

Real estate

Social Housing

Structured

f--- shy ~upranationalsamp-agencies--middot- ----shyLJ-~ ~~~T~lecommUnicaUons~~~--~~- ~---- ----------shy

Utility

J TOTAL

u

251277 47

34 44

32 11

00 40

27 00

03 5151 01

55 1635 0962 99210

-~et2-~------middot----middot-------middot--------- -- ---- -~sa------------ ----- -- --- ------shy---~3~--~-----------middot ~- __ ---------~~--~--~-middot-~-~

93116 1000010000

12

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BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

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BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

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n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

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20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

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BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

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9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

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BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

n BOWER GROUP RETIREMENT BENEFITS SCHEME n

n SCHEME ADVISERS

Consultants amp Administrators n n

Actuary

n [J

Auditors

(IC) Investment Managers

11

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Sterling PensionManagement Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN

Paul Weaver FIA Sterling Actuarial Services Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN

Baker Tilly UK Audit LLP 2 Wnitena1ro-uay Leeds LS 1 4HG

BNY Mellon Asset Management (Newton Fund Managers) lngrave Road Brentwood CM15 8TG

CloseAsset Management Limited 10 Exchange Square Primrose Street London EC2A 2BY

Legal amp General Investment Management One Coleman Street London EC2R5M

Royal London Asset Management Limited 55 Gracechurch Street London EC3VORL

Bristol ampWest PLC (Bank of Ireland Group) PO Box27 1 Temple Quay Bristol BS99 7 AX

Clerical Medical Investment Group Ltd 33 Old Broad Street

f-----~-----~----~--~~-London-EC2N--1HZ~-----------~---shy

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11 BOWmiddotERGROUP RETIREMENT BENEFITS SCHEME n

n SCHEME ADVISERS

n Legal Advisers Sacker amp Partners LLP 29 Ludgate Hill London n EC4M 7NX

Banker HSBC Clerkenwellr-1 London EC1V 7DA

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BOWER GROUP RETIREMENT BENEFITS SCHEME

TRUSTEESREPORT

INTRODUCTION

The Trustees of the Bower Group Retirement Benefits Scheme (the Scheme) present their annual report together with the investment report financial statements and actuarial statements for the year ended 28 February 2010

TRUSTEES

The Trustees of the Scheme during the year were

Carillion Trustees Limited

The power to appoint and remove Trustees is vested in the Principal Employer and must be exercised by Deed

The Trustees are responsible for the administration and investment policy of the Scheme There were two formal Trustees meetings held during the Scheme year There were no fees paid during the Scheme year to the Trustees

SPgNSORINGmiddotEMPLOYERS

The Scheme provides for all eligible employees of the Principal Employer - Dudley Bower Group pie (formerly Bower Group Pie) and also for participating employers Dudley Bower Services Ltd Dudley Bower Management Services Ltd and Dudley Bower Facilities Management Ltd The registered address of all the sponsoring employers is

24 Birch Street Wolverhampton West Midlands WV1 4HY

3

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BOWER GROUP RETIREMENT BENEFITS SCHEME n n STATEMENT OF TRUSTEES RESPONSIBILITIES

The audited accounts are_ the responsibility of the trustees Pension scheme regulations require n the trustees to make available to scheme members beneficiaries and certain other parties audited accounts for each scheme year which

bull show a true and fair view of the financial transactions of the scheme during the scheme year n and of the amount and disposition at the end of the scheme year of the assets and liabilities other than liabilities to pay pensions and benefits after the end of the scheme year and n bull contain the information specified in the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statementfrom the Auditor) Regulations 1996

r- -i including a statement whether the accounts have been prepared in accordance with the Statement of Recommended Practice Financial Reports of Pension Schemes

The trustees nave supervised tlie preparation of the accounts and have agreed suitabletl (-) accounting pohc1es to be appliea consistently-rrrakin-g-estimates~and~judgements-on-a-reasonable~~~~ and prudent basis They are also responsible for making available each year commonly in the form of a trustees annual report information about the scheme prescribed by pensions legislation 11 which they should ensure is consistentwith the audited accounts it accompanies

Following the first minimum funding valuation under the Pensions Act 1995 the trustees are j responsible under pensions legislation for ensuring that there is prepared maintained and from

time to time revised a schedule of contributions showing the rates of contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme and the dates on or before which such contributions are to be paid The trustees are also responsible for

f 1

J keeping records of contributions received in respect of any active member of the scheme and for procuring that contributions are made to the scheme in accordance with the schedule of contributions

The trustees also have a general responsibility for ensuring that adequate accounting records are kept and for taking such steps asmiddot are reasonably open to them to safeguard the assets of the

LJ scheme and to prevent and detect fraud and other irregularities ---

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SCHEME MEMBERSHIP

2010 2009Active Members

At 29 February 2009 0 0

_Q QAt 28 February 2010

Pensioners

At 29 February 2009 56 50

Add Deferred retiring _ 4 6 Dependants pensions becoming payable 3

Less Deaths

28 February 2010

Deferred Members

At 29 February 2009 236 243

Add Leavers with deferred pensions Less Pensions becoming payable (4) (6)

Deaths (3) Transfers out ill

At 28 February 2010 236

The breakdown_ of the deferred membership at 28February2010 is as follows

Current MowlemEmployee Deferred who retain a Final-Salary link 0

Deferred who retain a Final-Salary link butwho left 70 Mowlem employment after 01 August2002

Non Mowlem Employee Deferreds 159

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11 BOWER GROUP RETIREMENT BENEFITS SCHEME n

n REVIEW OF FINANCIAL DEVELOPMENT OF THE SCHEME

A full actuarial valuation was performed by the Scheme Actuary Paul Weaver of Sterling Actuarial n Services Limited as at 28 February 2007 The actuarial valuation indicated t_hat the Scheme was 114 funded on the old Minimum Funding Requirements (MFR) Valuation basis and 70 on the Scheme Actuarys recommended ongoing basis In monetary terms the deficit on the n recommended basiswas pound3270000

Benefits have been augmented for all members who were active on the 31 May 2001 with more

1] than 2 years pensionable service andwho continue to work for Mowlem until after 1 August 2002 The augmentation is such that their deferred pension receives increases in line with their salary increases from 31 May 2001 until their ultimate date of leaving Mowlem

n The Trustees have received regular employer contributions of pound288000 per year since 2003 The employer agreed to continue payment of annual contributions of pound288000 for a further three years commencing February 2005 t] C) Since then the Trustees received an advance employer contribution of pound288000 for February 2009 by way of deduction in account post year end The actuarial statement based on the)-J actuarial valuation forms part ofthe Appendix to this report

Contributions have notyet been received for this year due to administrative delays An appropriate ) j statement of funding principles has been agreed between the Trustees and employer as part of

the actuarialvaluation as at 28 February 2007 A new Schedule of Contributions has been agreed requiring the employer to pay at least pound698490 per annum plus operating and administration expenses for the seven years commencing 1 July 2010 I J The Trustees investment policy is detailed in their Statementof Investment Principles The day-toshyday management of the investments of the Scheme have been delegated by the Trustees to Close 1J Teams Ltd Legal amp General Assurance (Pensions) Management Ud BNY Mellon Asset Management (Newton Fund Managers Ltd) and Royal London Asset Management Ltd (RLAM) The Trustees meet regularly to discuss investment reports received from their adviser and the u investment managers to assess the overall investment policy and asset allocation

C-) Following an investment strategy review the Trustee agreed to invest 50 in fixed interest LJ securities and 50 in growth assets This was achieved by allocating 25 each ofthe Schemes

assets to BNY Mellon ancl CLOSE Teams with the remaining 50 invested in Corporate Bonds Long Dated Gilts and Cash The Trustees agreed to appoint RLAM to manage the Corporate u Bonds and Legal amp General to manage the Long Dated Gilts and Cash The reallocation was completed during May 2009

u The value of the Scheme increased by pound974417 (2009 decrease of pound1660784) to pound7085711 an increase of 16 The additional purchases of investments into the scheme for the year was poundnil (2009 poundnil)

11LJ During the Scheme year contributions receivable were poundNil compared with pound288000 for the

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- The financial stafemenfs~fiave-beenpreparecrancraT1clitea ii1ccfmpliiince~Witll-FErgUlatiomrmaaermiddot- ---shyunder sections 41 ( 1) and (6) of the Pensions Act 1995

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BOWER GROUP RETIREMENT BENEFITS SCHEME

INVESTMENT REPORT FOR THE YEAR ENDING 28 FEBRUARY 2010

NEWTON REAL RETURN FUND

Investment aim The Fund aims to outperform cash (1 month LIBOR) by4 pa over rolling 3 year periods

Fund information The overall investmentpolicy of the Newton Managed Intrepid Funo is determined by BNY Mellon Fund Managers Limited The Royal Bank of Scotland pie is the Depositary of the Fund and BNY Mellon Asset Servicing BV is the Custodian of the assets held in the Fund

The Pension Scheme holds shares in the Fund and receives a monthly statement that shows the number of the shares the Scheme owns The register is held by the Registrar BNY Mellon Fund Man~Q_E~rs Limited as proof of ownership

BNY Mellon Fund Managers Limited confirms the securities held by the Fund to be transferable securities

The deployment of the assets over the period is shown in the table below

UK Equities

Overseas Equities

UK Fixed Interest

Overseas Fixed Interest

UK Index Linked

Cash

Other Total

183 226

337 376

47 39

118 120

40 13

223 133

52 93 1000 100i0

During the year to 28 February 2010 the Funds weighting in UK Equities and Overseas Equities increased The Funds weighting in UK Fixed Interest UK Index Linked Gilts and Cash decreased over the period

j

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r1 BOWER GROUP RETIREMENT BENEFITS SCHEME n Market Review n All Index returns are sourced from FTSE World Indices as quoted by Nomura FTSE and Datastream and quoted in sterling gross of fees (CAPS middotreturns are quoted net of fees)

n Ten Largest Equity Holdings as at 31 March 2010

Vodafone Group pie UK 43

GlaxoSmithKline pie UK 40 n Norway (Kingdom of) 65 15052013 UK 28

Smith amp Nephew PLC UK 24

11 ETFS Agriculture DJ -AIGSM UK 23

Deutsche Telecom AG UK 22

Millicom Intl Cellular UK 22~ (J Newcrest Mining Ltd UK 21

rl Roche Hldgs AG UK 20

Bayer AG UK 20

l-J Fund Performance

[j In order to measure the performance of the Fund the Manager participates in the RussellMellon CAPS Pooled Pension Fund Survey This service measures the performance of several similar pooled pension funds under discretionary management A summary of the results are detailed in the table below

LJ

)_J 12 months () 168 398

J l_) 3 years( pa)

5 years( pa)

105

118

33

85

u Source Newton as at 28 February 2010 unless otherwise stated

Returns are calculated using close of business offer prices net of fees

u The total value of the Newton Managed Intrepid Fund was pound1632278 as at 31 March 2010

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r-1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n Close Teams LtdESCHER ( Formerly Escher UK Asset Management LTD) n Close TEAMS Limited operates a Manager of Managers service whereby the govermmce of the Schemes investments is delegated to a professional third party It operates sector specific funds run by individual fund n management houses selected for their exp-ertise by the TEAMS Investment Committee The TEAMS

n Investment Committee continually reviews the performance and suitability of these managers The Committee monitors the performance processes and personnel associated with each manager to ensure that appropriate managers are retained for each investment sector Quarterly performance reports and periodic stewardship reports are prepared and issued to the Trustees by the Committeemiddot

The TEAMS Investment Committee calculates and monitors performance on a quarterly basis Quarterly

Ii performance is assessed and reported as at 31 March 30 June 30 September and 31 December each year

n Close TEAMS is responsible for selecting monitoring and if necessary replacing the specialist investment managers used for each TEAMS fund In discharging this duty Close TEAMS ensures that every decision taken is in the best interests of clients

Close TEAMS ensures transparency in selection and monitoring processes by having an independent member - representing client interests - sitting on the decision making body the TEAMS Investment

llrtmiddot ) Committee The independent member is dapital Cranfield Trustees a renowned independent trustee

company The TEAMS Investment Committeeshy

[1 1 Professionally interprets investment performance data and statistical analysis 2 Monitors managers on a continuous and consistent basis 3 Keeps risk tightlycontrolled

r-j 4 Evaluates why managers achieve (or fail to achieve) performance targets over meaningful and statistically significant time periods

5 Assesses the future performance potential of existing managers and potential replacement managers 6 Makes timely decisions on changing managers n TEAMS funds are held in insurance polices issued by Winterthur Life UK Limited a Credit Suisse Group Company

l_j Transaction Details

Valuation as 28 February 2010 No ofUnits Unit Price (pence) ValuetJ

TEAMS 6040 Global Eq 2 Outperform 1 286246 143Sp pound1845763u() TOT AL AT 26 FEBRUARY 2010 ~18457631

u --- shy

Performance (specified gross of fees)

TEAMS 6040 Global Equitie$ 2 Outperformance Fund LJ 1 yr to 31 Mar 501 (benchmark495) u 3yrs (annualized) 18 pa (benchmark 15) 5yrs (annualized) 76 pa (benchmark 82)

- - -- ~~--~------- ---~--shy~u--~- -nvestment~Management~Fees -- ~- - - - - -- - - - shy

Deducted from the unit pricing (rather than being charged directly to the client)

9 J 1J

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BOWER GROUP RETIREMENT BENEFITS SCHEMEmiddot

Legal amp General Assurance (Pensions Management) Limited

n The assets of the Scheme are invested in an insurance policy with Legal amp General Assurance (Pensions Management) Limited part ofthe Legal amp General Group which ls one of the largest financial institutions in the United Kingdom shyn The policy is designed for corporate and public sector Pension Schemes and takes full advantage of the tax exemptions available to an insurance policy ofthis type It is a unitised policy and the value of the units fluctuates directly in relation to the value or the value of the underlying assets All units are redeemable at bidmiddot prices that are calculated from independent external pricing resources The assets underlying the units are held by independent corporate custodians which are regularly reviewed by external auditors

Legal amp Generals investment brief is to apply cash flows to or from and make switches between the funds 11 shown below (which are sections within the policy) in accordance with instructions received from the Trustees or their authorised Administrators

n Transaction Details

Valuation as 28 February 2010 No of Units Unit Price (pence) Valuet] () 2037 Index-Linked Gilt 25009978 1152890p pound28833754

lj 2047 Index-Linked Gilt 25509237 1141650p pound29122620

2055 Index-Linked Gilt 20993495 1404210p - pound29479276

11 Cash 8954772 6303530p pound56446674

TOTAL AT 26 FEBRUARY 2010 ~14388232~

Notes Prices are based cm the value of the underlying securities at close of business on 26 February 2010 Activity for this pricing date is included in this valuation

lJ Investment Value and Distribution Value and Distribution Fund at 20 May 2009 at 1 March 2010

u GBP GBP

lJ 0 2037 Index-Linked Gilt 281422 200 289003 201

2047 Index-Linked Gilt 281028 200 292162 203

lJ 2055 Index-Linked Gilt

Cash

281027

564305

200

400

295740

564467

205

391

IJ Total Assets 1407782 1000 1441372 1000

Notes The unit prices for these valuations were based on market closing prices on the previous working day The values shown include any activity that took place on the valuation day

IJ f---~- ---P-erformance- --middotmiddot-~-middotmiddot-middot--middotmiddot---middot---middotmiddot-- -shy

1J~-- -_--- rh~ tirr1~ -w~ight~d i~v~t~~~t ~t~ms o-~-th~-s~h~-~~~ts--~~~e ~~-t~i~~~-- --~

lJ For the Cash Fund which is not index tracking the index returns shown in the table below are for comparison purposes only

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BOWER GROUP RETIREMENT BENEFITS SCHEME

n Investment Sector Fund Fund Index

n 2037 Index-Linked Gilt +27 +27

2047 Index-Linked Gilt +40 +39n 2055 Index-Linked Gilt +52 +52

n Cash +04 +03

Total Assets +25 na

n ROYAL LONDON ASSET MANAGEMENT LTD - RLPPC UK CORPORATE BOND

1-1 1(~ I) FUND

Investment aim To outperform the benchmark (iBoxx Sterling Non-Gilt All Maturities Index) by 08 per annum n gross of fees

Custody Arrangements The Custodian for the Fund is HSBC Securities Services at 8 Canada Square London E14 5HQ I Fund performance _ During the period between the funds inception date on 20th May 2009 to 28th February 2010 the I RLPPC UK Corporate Bond Fund outperformed the benchmark The fund returned 179 during the period compared to middota benchmark return of 15

LJ The positive performance recorded was primarily due to the following key factors

bull The sector allocation decision to remain overweight in credit bonds relative toLJ supranational bonds

bull The overweight positions in the best performing sectors eg subordinated financials LJ L) structured real estate and social housing

The table below shows the performance of the fund net of fees) and the benchmark index for the three months ending 31 March 2010

LJ Fund) Benchmark) Relative )

Quarter 1 495 394 101

LJ 12 months 2983 2095 888 3 years pa 314 410 -096 5 years pa 385 420 o35 Since inception (pa) 638 588 050LJ

----~--~---shy-rnenunclreturns irnne a5ove-ta6le middotare net of fees -amiddotncnnclude the -impact ofcash holdings over

~ C -the peritrd~--- --- - - ~------ ~--- ~~~~------~~--~ ---~--~~--- -_-_ -- ---- ~- --~-----~ ~~~---~~ ~~~- ~~ ~shy

Portfolio Value Fund GBP) LJ 20th May 2009 141076286

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BOWER GROUP RETIREMENT BENEFITS SCHEME

281h February 2010 166374512

n n n n n u() 7 I

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Change over the period 25298226 Inflows (outflows) overthe period 00

Ten Largest Bond Holdings as at 31 March 2010

Royal Bank of Scotland 7 5 2024 Finance for Residence Soc Housing 1113 2058 General Electric Capital 55 Vrn 2066

Annington Finance No1 8 2021 Qm_~gon Healthcare 5333 Vrn 2035 Lloyds TSB Bank 75 15042024

KFW 55 2015 Phoenix Natural Gas Fin 55 2017

NRW Bank 2625 2012

HSBC Holdings 675 12028

Sector breakdown

12

12

09

09

09

08

08

08

08

08

Banks amp financial services

Consumer goods

Consumer Services Foreign fixed interest sovereigns

General industrials

UK government bonds

Insurance

Investment trusts

Real estate

Social Housing

Structured

f--- shy ~upranationalsamp-agencies--middot- ----shyLJ-~ ~~~T~lecommUnicaUons~~~--~~- ~---- ----------shy

Utility

J TOTAL

u

251277 47

34 44

32 11

00 40

27 00

03 5151 01

55 1635 0962 99210

-~et2-~------middot----middot-------middot--------- -- ---- -~sa------------ ----- -- --- ------shy---~3~--~-----------middot ~- __ ---------~~--~--~-middot-~-~

93116 1000010000

12

I iJ

BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

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BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

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n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

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-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

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BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

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9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

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BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

-- ---

11 BOWmiddotERGROUP RETIREMENT BENEFITS SCHEME n

n SCHEME ADVISERS

n Legal Advisers Sacker amp Partners LLP 29 Ludgate Hill London n EC4M 7NX

Banker HSBC Clerkenwellr-1 London EC1V 7DA

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BOWER GROUP RETIREMENT BENEFITS SCHEME

TRUSTEESREPORT

INTRODUCTION

The Trustees of the Bower Group Retirement Benefits Scheme (the Scheme) present their annual report together with the investment report financial statements and actuarial statements for the year ended 28 February 2010

TRUSTEES

The Trustees of the Scheme during the year were

Carillion Trustees Limited

The power to appoint and remove Trustees is vested in the Principal Employer and must be exercised by Deed

The Trustees are responsible for the administration and investment policy of the Scheme There were two formal Trustees meetings held during the Scheme year There were no fees paid during the Scheme year to the Trustees

SPgNSORINGmiddotEMPLOYERS

The Scheme provides for all eligible employees of the Principal Employer - Dudley Bower Group pie (formerly Bower Group Pie) and also for participating employers Dudley Bower Services Ltd Dudley Bower Management Services Ltd and Dudley Bower Facilities Management Ltd The registered address of all the sponsoring employers is

24 Birch Street Wolverhampton West Midlands WV1 4HY

3

1 ] I I I

BOWER GROUP RETIREMENT BENEFITS SCHEME n n STATEMENT OF TRUSTEES RESPONSIBILITIES

The audited accounts are_ the responsibility of the trustees Pension scheme regulations require n the trustees to make available to scheme members beneficiaries and certain other parties audited accounts for each scheme year which

bull show a true and fair view of the financial transactions of the scheme during the scheme year n and of the amount and disposition at the end of the scheme year of the assets and liabilities other than liabilities to pay pensions and benefits after the end of the scheme year and n bull contain the information specified in the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statementfrom the Auditor) Regulations 1996

r- -i including a statement whether the accounts have been prepared in accordance with the Statement of Recommended Practice Financial Reports of Pension Schemes

The trustees nave supervised tlie preparation of the accounts and have agreed suitabletl (-) accounting pohc1es to be appliea consistently-rrrakin-g-estimates~and~judgements-on-a-reasonable~~~~ and prudent basis They are also responsible for making available each year commonly in the form of a trustees annual report information about the scheme prescribed by pensions legislation 11 which they should ensure is consistentwith the audited accounts it accompanies

Following the first minimum funding valuation under the Pensions Act 1995 the trustees are j responsible under pensions legislation for ensuring that there is prepared maintained and from

time to time revised a schedule of contributions showing the rates of contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme and the dates on or before which such contributions are to be paid The trustees are also responsible for

f 1

J keeping records of contributions received in respect of any active member of the scheme and for procuring that contributions are made to the scheme in accordance with the schedule of contributions

The trustees also have a general responsibility for ensuring that adequate accounting records are kept and for taking such steps asmiddot are reasonably open to them to safeguard the assets of the

LJ scheme and to prevent and detect fraud and other irregularities ---

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BOWER GROUP RETIREMENT BENEFITS SCHEME

SCHEME MEMBERSHIP

2010 2009Active Members

At 29 February 2009 0 0

_Q QAt 28 February 2010

Pensioners

At 29 February 2009 56 50

Add Deferred retiring _ 4 6 Dependants pensions becoming payable 3

Less Deaths

28 February 2010

Deferred Members

At 29 February 2009 236 243

Add Leavers with deferred pensions Less Pensions becoming payable (4) (6)

Deaths (3) Transfers out ill

At 28 February 2010 236

The breakdown_ of the deferred membership at 28February2010 is as follows

Current MowlemEmployee Deferred who retain a Final-Salary link 0

Deferred who retain a Final-Salary link butwho left 70 Mowlem employment after 01 August2002

Non Mowlem Employee Deferreds 159

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11 BOWER GROUP RETIREMENT BENEFITS SCHEME n

n REVIEW OF FINANCIAL DEVELOPMENT OF THE SCHEME

A full actuarial valuation was performed by the Scheme Actuary Paul Weaver of Sterling Actuarial n Services Limited as at 28 February 2007 The actuarial valuation indicated t_hat the Scheme was 114 funded on the old Minimum Funding Requirements (MFR) Valuation basis and 70 on the Scheme Actuarys recommended ongoing basis In monetary terms the deficit on the n recommended basiswas pound3270000

Benefits have been augmented for all members who were active on the 31 May 2001 with more

1] than 2 years pensionable service andwho continue to work for Mowlem until after 1 August 2002 The augmentation is such that their deferred pension receives increases in line with their salary increases from 31 May 2001 until their ultimate date of leaving Mowlem

n The Trustees have received regular employer contributions of pound288000 per year since 2003 The employer agreed to continue payment of annual contributions of pound288000 for a further three years commencing February 2005 t] C) Since then the Trustees received an advance employer contribution of pound288000 for February 2009 by way of deduction in account post year end The actuarial statement based on the)-J actuarial valuation forms part ofthe Appendix to this report

Contributions have notyet been received for this year due to administrative delays An appropriate ) j statement of funding principles has been agreed between the Trustees and employer as part of

the actuarialvaluation as at 28 February 2007 A new Schedule of Contributions has been agreed requiring the employer to pay at least pound698490 per annum plus operating and administration expenses for the seven years commencing 1 July 2010 I J The Trustees investment policy is detailed in their Statementof Investment Principles The day-toshyday management of the investments of the Scheme have been delegated by the Trustees to Close 1J Teams Ltd Legal amp General Assurance (Pensions) Management Ud BNY Mellon Asset Management (Newton Fund Managers Ltd) and Royal London Asset Management Ltd (RLAM) The Trustees meet regularly to discuss investment reports received from their adviser and the u investment managers to assess the overall investment policy and asset allocation

C-) Following an investment strategy review the Trustee agreed to invest 50 in fixed interest LJ securities and 50 in growth assets This was achieved by allocating 25 each ofthe Schemes

assets to BNY Mellon ancl CLOSE Teams with the remaining 50 invested in Corporate Bonds Long Dated Gilts and Cash The Trustees agreed to appoint RLAM to manage the Corporate u Bonds and Legal amp General to manage the Long Dated Gilts and Cash The reallocation was completed during May 2009

u The value of the Scheme increased by pound974417 (2009 decrease of pound1660784) to pound7085711 an increase of 16 The additional purchases of investments into the scheme for the year was poundnil (2009 poundnil)

11LJ During the Scheme year contributions receivable were poundNil compared with pound288000 for the

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- The financial stafemenfs~fiave-beenpreparecrancraT1clitea ii1ccfmpliiince~Witll-FErgUlatiomrmaaermiddot- ---shyunder sections 41 ( 1) and (6) of the Pensions Act 1995

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BOWER GROUP RETIREMENT BENEFITS SCHEME

INVESTMENT REPORT FOR THE YEAR ENDING 28 FEBRUARY 2010

NEWTON REAL RETURN FUND

Investment aim The Fund aims to outperform cash (1 month LIBOR) by4 pa over rolling 3 year periods

Fund information The overall investmentpolicy of the Newton Managed Intrepid Funo is determined by BNY Mellon Fund Managers Limited The Royal Bank of Scotland pie is the Depositary of the Fund and BNY Mellon Asset Servicing BV is the Custodian of the assets held in the Fund

The Pension Scheme holds shares in the Fund and receives a monthly statement that shows the number of the shares the Scheme owns The register is held by the Registrar BNY Mellon Fund Man~Q_E~rs Limited as proof of ownership

BNY Mellon Fund Managers Limited confirms the securities held by the Fund to be transferable securities

The deployment of the assets over the period is shown in the table below

UK Equities

Overseas Equities

UK Fixed Interest

Overseas Fixed Interest

UK Index Linked

Cash

Other Total

183 226

337 376

47 39

118 120

40 13

223 133

52 93 1000 100i0

During the year to 28 February 2010 the Funds weighting in UK Equities and Overseas Equities increased The Funds weighting in UK Fixed Interest UK Index Linked Gilts and Cash decreased over the period

j

u 7

n

r1 BOWER GROUP RETIREMENT BENEFITS SCHEME n Market Review n All Index returns are sourced from FTSE World Indices as quoted by Nomura FTSE and Datastream and quoted in sterling gross of fees (CAPS middotreturns are quoted net of fees)

n Ten Largest Equity Holdings as at 31 March 2010

Vodafone Group pie UK 43

GlaxoSmithKline pie UK 40 n Norway (Kingdom of) 65 15052013 UK 28

Smith amp Nephew PLC UK 24

11 ETFS Agriculture DJ -AIGSM UK 23

Deutsche Telecom AG UK 22

Millicom Intl Cellular UK 22~ (J Newcrest Mining Ltd UK 21

rl Roche Hldgs AG UK 20

Bayer AG UK 20

l-J Fund Performance

[j In order to measure the performance of the Fund the Manager participates in the RussellMellon CAPS Pooled Pension Fund Survey This service measures the performance of several similar pooled pension funds under discretionary management A summary of the results are detailed in the table below

LJ

)_J 12 months () 168 398

J l_) 3 years( pa)

5 years( pa)

105

118

33

85

u Source Newton as at 28 February 2010 unless otherwise stated

Returns are calculated using close of business offer prices net of fees

u The total value of the Newton Managed Intrepid Fund was pound1632278 as at 31 March 2010

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r-1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n Close Teams LtdESCHER ( Formerly Escher UK Asset Management LTD) n Close TEAMS Limited operates a Manager of Managers service whereby the govermmce of the Schemes investments is delegated to a professional third party It operates sector specific funds run by individual fund n management houses selected for their exp-ertise by the TEAMS Investment Committee The TEAMS

n Investment Committee continually reviews the performance and suitability of these managers The Committee monitors the performance processes and personnel associated with each manager to ensure that appropriate managers are retained for each investment sector Quarterly performance reports and periodic stewardship reports are prepared and issued to the Trustees by the Committeemiddot

The TEAMS Investment Committee calculates and monitors performance on a quarterly basis Quarterly

Ii performance is assessed and reported as at 31 March 30 June 30 September and 31 December each year

n Close TEAMS is responsible for selecting monitoring and if necessary replacing the specialist investment managers used for each TEAMS fund In discharging this duty Close TEAMS ensures that every decision taken is in the best interests of clients

Close TEAMS ensures transparency in selection and monitoring processes by having an independent member - representing client interests - sitting on the decision making body the TEAMS Investment

llrtmiddot ) Committee The independent member is dapital Cranfield Trustees a renowned independent trustee

company The TEAMS Investment Committeeshy

[1 1 Professionally interprets investment performance data and statistical analysis 2 Monitors managers on a continuous and consistent basis 3 Keeps risk tightlycontrolled

r-j 4 Evaluates why managers achieve (or fail to achieve) performance targets over meaningful and statistically significant time periods

5 Assesses the future performance potential of existing managers and potential replacement managers 6 Makes timely decisions on changing managers n TEAMS funds are held in insurance polices issued by Winterthur Life UK Limited a Credit Suisse Group Company

l_j Transaction Details

Valuation as 28 February 2010 No ofUnits Unit Price (pence) ValuetJ

TEAMS 6040 Global Eq 2 Outperform 1 286246 143Sp pound1845763u() TOT AL AT 26 FEBRUARY 2010 ~18457631

u --- shy

Performance (specified gross of fees)

TEAMS 6040 Global Equitie$ 2 Outperformance Fund LJ 1 yr to 31 Mar 501 (benchmark495) u 3yrs (annualized) 18 pa (benchmark 15) 5yrs (annualized) 76 pa (benchmark 82)

- - -- ~~--~------- ---~--shy~u--~- -nvestment~Management~Fees -- ~- - - - - -- - - - shy

Deducted from the unit pricing (rather than being charged directly to the client)

9 J 1J

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BOWER GROUP RETIREMENT BENEFITS SCHEMEmiddot

Legal amp General Assurance (Pensions Management) Limited

n The assets of the Scheme are invested in an insurance policy with Legal amp General Assurance (Pensions Management) Limited part ofthe Legal amp General Group which ls one of the largest financial institutions in the United Kingdom shyn The policy is designed for corporate and public sector Pension Schemes and takes full advantage of the tax exemptions available to an insurance policy ofthis type It is a unitised policy and the value of the units fluctuates directly in relation to the value or the value of the underlying assets All units are redeemable at bidmiddot prices that are calculated from independent external pricing resources The assets underlying the units are held by independent corporate custodians which are regularly reviewed by external auditors

Legal amp Generals investment brief is to apply cash flows to or from and make switches between the funds 11 shown below (which are sections within the policy) in accordance with instructions received from the Trustees or their authorised Administrators

n Transaction Details

Valuation as 28 February 2010 No of Units Unit Price (pence) Valuet] () 2037 Index-Linked Gilt 25009978 1152890p pound28833754

lj 2047 Index-Linked Gilt 25509237 1141650p pound29122620

2055 Index-Linked Gilt 20993495 1404210p - pound29479276

11 Cash 8954772 6303530p pound56446674

TOTAL AT 26 FEBRUARY 2010 ~14388232~

Notes Prices are based cm the value of the underlying securities at close of business on 26 February 2010 Activity for this pricing date is included in this valuation

lJ Investment Value and Distribution Value and Distribution Fund at 20 May 2009 at 1 March 2010

u GBP GBP

lJ 0 2037 Index-Linked Gilt 281422 200 289003 201

2047 Index-Linked Gilt 281028 200 292162 203

lJ 2055 Index-Linked Gilt

Cash

281027

564305

200

400

295740

564467

205

391

IJ Total Assets 1407782 1000 1441372 1000

Notes The unit prices for these valuations were based on market closing prices on the previous working day The values shown include any activity that took place on the valuation day

IJ f---~- ---P-erformance- --middotmiddot-~-middotmiddot-middot--middotmiddot---middot---middotmiddot-- -shy

1J~-- -_--- rh~ tirr1~ -w~ight~d i~v~t~~~t ~t~ms o-~-th~-s~h~-~~~ts--~~~e ~~-t~i~~~-- --~

lJ For the Cash Fund which is not index tracking the index returns shown in the table below are for comparison purposes only

lJ 10

u

~I n

BOWER GROUP RETIREMENT BENEFITS SCHEME

n Investment Sector Fund Fund Index

n 2037 Index-Linked Gilt +27 +27

2047 Index-Linked Gilt +40 +39n 2055 Index-Linked Gilt +52 +52

n Cash +04 +03

Total Assets +25 na

n ROYAL LONDON ASSET MANAGEMENT LTD - RLPPC UK CORPORATE BOND

1-1 1(~ I) FUND

Investment aim To outperform the benchmark (iBoxx Sterling Non-Gilt All Maturities Index) by 08 per annum n gross of fees

Custody Arrangements The Custodian for the Fund is HSBC Securities Services at 8 Canada Square London E14 5HQ I Fund performance _ During the period between the funds inception date on 20th May 2009 to 28th February 2010 the I RLPPC UK Corporate Bond Fund outperformed the benchmark The fund returned 179 during the period compared to middota benchmark return of 15

LJ The positive performance recorded was primarily due to the following key factors

bull The sector allocation decision to remain overweight in credit bonds relative toLJ supranational bonds

bull The overweight positions in the best performing sectors eg subordinated financials LJ L) structured real estate and social housing

The table below shows the performance of the fund net of fees) and the benchmark index for the three months ending 31 March 2010

LJ Fund) Benchmark) Relative )

Quarter 1 495 394 101

LJ 12 months 2983 2095 888 3 years pa 314 410 -096 5 years pa 385 420 o35 Since inception (pa) 638 588 050LJ

----~--~---shy-rnenunclreturns irnne a5ove-ta6le middotare net of fees -amiddotncnnclude the -impact ofcash holdings over

~ C -the peritrd~--- --- - - ~------ ~--- ~~~~------~~--~ ---~--~~--- -_-_ -- ---- ~- --~-----~ ~~~---~~ ~~~- ~~ ~shy

Portfolio Value Fund GBP) LJ 20th May 2009 141076286

LJ

I I J

11

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

281h February 2010 166374512

n n n n n u() 7 I

[_]

u LJ

LJ Cgt

LJ

LJ

LJ

Change over the period 25298226 Inflows (outflows) overthe period 00

Ten Largest Bond Holdings as at 31 March 2010

Royal Bank of Scotland 7 5 2024 Finance for Residence Soc Housing 1113 2058 General Electric Capital 55 Vrn 2066

Annington Finance No1 8 2021 Qm_~gon Healthcare 5333 Vrn 2035 Lloyds TSB Bank 75 15042024

KFW 55 2015 Phoenix Natural Gas Fin 55 2017

NRW Bank 2625 2012

HSBC Holdings 675 12028

Sector breakdown

12

12

09

09

09

08

08

08

08

08

Banks amp financial services

Consumer goods

Consumer Services Foreign fixed interest sovereigns

General industrials

UK government bonds

Insurance

Investment trusts

Real estate

Social Housing

Structured

f--- shy ~upranationalsamp-agencies--middot- ----shyLJ-~ ~~~T~lecommUnicaUons~~~--~~- ~---- ----------shy

Utility

J TOTAL

u

251277 47

34 44

32 11

00 40

27 00

03 5151 01

55 1635 0962 99210

-~et2-~------middot----middot-------middot--------- -- ---- -~sa------------ ----- -- --- ------shy---~3~--~-----------middot ~- __ ---------~~--~--~-middot-~-~

93116 1000010000

12

I iJ

BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

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u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

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19

------------------- ----

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n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

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BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

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l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

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BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

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BOWER GROUP RETIREMENT BENEFITS SCHEME

TRUSTEESREPORT

INTRODUCTION

The Trustees of the Bower Group Retirement Benefits Scheme (the Scheme) present their annual report together with the investment report financial statements and actuarial statements for the year ended 28 February 2010

TRUSTEES

The Trustees of the Scheme during the year were

Carillion Trustees Limited

The power to appoint and remove Trustees is vested in the Principal Employer and must be exercised by Deed

The Trustees are responsible for the administration and investment policy of the Scheme There were two formal Trustees meetings held during the Scheme year There were no fees paid during the Scheme year to the Trustees

SPgNSORINGmiddotEMPLOYERS

The Scheme provides for all eligible employees of the Principal Employer - Dudley Bower Group pie (formerly Bower Group Pie) and also for participating employers Dudley Bower Services Ltd Dudley Bower Management Services Ltd and Dudley Bower Facilities Management Ltd The registered address of all the sponsoring employers is

24 Birch Street Wolverhampton West Midlands WV1 4HY

3

1 ] I I I

BOWER GROUP RETIREMENT BENEFITS SCHEME n n STATEMENT OF TRUSTEES RESPONSIBILITIES

The audited accounts are_ the responsibility of the trustees Pension scheme regulations require n the trustees to make available to scheme members beneficiaries and certain other parties audited accounts for each scheme year which

bull show a true and fair view of the financial transactions of the scheme during the scheme year n and of the amount and disposition at the end of the scheme year of the assets and liabilities other than liabilities to pay pensions and benefits after the end of the scheme year and n bull contain the information specified in the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statementfrom the Auditor) Regulations 1996

r- -i including a statement whether the accounts have been prepared in accordance with the Statement of Recommended Practice Financial Reports of Pension Schemes

The trustees nave supervised tlie preparation of the accounts and have agreed suitabletl (-) accounting pohc1es to be appliea consistently-rrrakin-g-estimates~and~judgements-on-a-reasonable~~~~ and prudent basis They are also responsible for making available each year commonly in the form of a trustees annual report information about the scheme prescribed by pensions legislation 11 which they should ensure is consistentwith the audited accounts it accompanies

Following the first minimum funding valuation under the Pensions Act 1995 the trustees are j responsible under pensions legislation for ensuring that there is prepared maintained and from

time to time revised a schedule of contributions showing the rates of contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme and the dates on or before which such contributions are to be paid The trustees are also responsible for

f 1

J keeping records of contributions received in respect of any active member of the scheme and for procuring that contributions are made to the scheme in accordance with the schedule of contributions

The trustees also have a general responsibility for ensuring that adequate accounting records are kept and for taking such steps asmiddot are reasonably open to them to safeguard the assets of the

LJ scheme and to prevent and detect fraud and other irregularities ---

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BOWER GROUP RETIREMENT BENEFITS SCHEME

SCHEME MEMBERSHIP

2010 2009Active Members

At 29 February 2009 0 0

_Q QAt 28 February 2010

Pensioners

At 29 February 2009 56 50

Add Deferred retiring _ 4 6 Dependants pensions becoming payable 3

Less Deaths

28 February 2010

Deferred Members

At 29 February 2009 236 243

Add Leavers with deferred pensions Less Pensions becoming payable (4) (6)

Deaths (3) Transfers out ill

At 28 February 2010 236

The breakdown_ of the deferred membership at 28February2010 is as follows

Current MowlemEmployee Deferred who retain a Final-Salary link 0

Deferred who retain a Final-Salary link butwho left 70 Mowlem employment after 01 August2002

Non Mowlem Employee Deferreds 159

=u----shy

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-------~-------middot--~~- -~~-

----------- --

11 BOWER GROUP RETIREMENT BENEFITS SCHEME n

n REVIEW OF FINANCIAL DEVELOPMENT OF THE SCHEME

A full actuarial valuation was performed by the Scheme Actuary Paul Weaver of Sterling Actuarial n Services Limited as at 28 February 2007 The actuarial valuation indicated t_hat the Scheme was 114 funded on the old Minimum Funding Requirements (MFR) Valuation basis and 70 on the Scheme Actuarys recommended ongoing basis In monetary terms the deficit on the n recommended basiswas pound3270000

Benefits have been augmented for all members who were active on the 31 May 2001 with more

1] than 2 years pensionable service andwho continue to work for Mowlem until after 1 August 2002 The augmentation is such that their deferred pension receives increases in line with their salary increases from 31 May 2001 until their ultimate date of leaving Mowlem

n The Trustees have received regular employer contributions of pound288000 per year since 2003 The employer agreed to continue payment of annual contributions of pound288000 for a further three years commencing February 2005 t] C) Since then the Trustees received an advance employer contribution of pound288000 for February 2009 by way of deduction in account post year end The actuarial statement based on the)-J actuarial valuation forms part ofthe Appendix to this report

Contributions have notyet been received for this year due to administrative delays An appropriate ) j statement of funding principles has been agreed between the Trustees and employer as part of

the actuarialvaluation as at 28 February 2007 A new Schedule of Contributions has been agreed requiring the employer to pay at least pound698490 per annum plus operating and administration expenses for the seven years commencing 1 July 2010 I J The Trustees investment policy is detailed in their Statementof Investment Principles The day-toshyday management of the investments of the Scheme have been delegated by the Trustees to Close 1J Teams Ltd Legal amp General Assurance (Pensions) Management Ud BNY Mellon Asset Management (Newton Fund Managers Ltd) and Royal London Asset Management Ltd (RLAM) The Trustees meet regularly to discuss investment reports received from their adviser and the u investment managers to assess the overall investment policy and asset allocation

C-) Following an investment strategy review the Trustee agreed to invest 50 in fixed interest LJ securities and 50 in growth assets This was achieved by allocating 25 each ofthe Schemes

assets to BNY Mellon ancl CLOSE Teams with the remaining 50 invested in Corporate Bonds Long Dated Gilts and Cash The Trustees agreed to appoint RLAM to manage the Corporate u Bonds and Legal amp General to manage the Long Dated Gilts and Cash The reallocation was completed during May 2009

u The value of the Scheme increased by pound974417 (2009 decrease of pound1660784) to pound7085711 an increase of 16 The additional purchases of investments into the scheme for the year was poundnil (2009 poundnil)

11LJ During the Scheme year contributions receivable were poundNil compared with pound288000 for the

f--- shy ----~-PI~ous Scheme iear

j~---- -~-shy

- The financial stafemenfs~fiave-beenpreparecrancraT1clitea ii1ccfmpliiince~Witll-FErgUlatiomrmaaermiddot- ---shyunder sections 41 ( 1) and (6) of the Pensions Act 1995

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BOWER GROUP RETIREMENT BENEFITS SCHEME

INVESTMENT REPORT FOR THE YEAR ENDING 28 FEBRUARY 2010

NEWTON REAL RETURN FUND

Investment aim The Fund aims to outperform cash (1 month LIBOR) by4 pa over rolling 3 year periods

Fund information The overall investmentpolicy of the Newton Managed Intrepid Funo is determined by BNY Mellon Fund Managers Limited The Royal Bank of Scotland pie is the Depositary of the Fund and BNY Mellon Asset Servicing BV is the Custodian of the assets held in the Fund

The Pension Scheme holds shares in the Fund and receives a monthly statement that shows the number of the shares the Scheme owns The register is held by the Registrar BNY Mellon Fund Man~Q_E~rs Limited as proof of ownership

BNY Mellon Fund Managers Limited confirms the securities held by the Fund to be transferable securities

The deployment of the assets over the period is shown in the table below

UK Equities

Overseas Equities

UK Fixed Interest

Overseas Fixed Interest

UK Index Linked

Cash

Other Total

183 226

337 376

47 39

118 120

40 13

223 133

52 93 1000 100i0

During the year to 28 February 2010 the Funds weighting in UK Equities and Overseas Equities increased The Funds weighting in UK Fixed Interest UK Index Linked Gilts and Cash decreased over the period

j

u 7

n

r1 BOWER GROUP RETIREMENT BENEFITS SCHEME n Market Review n All Index returns are sourced from FTSE World Indices as quoted by Nomura FTSE and Datastream and quoted in sterling gross of fees (CAPS middotreturns are quoted net of fees)

n Ten Largest Equity Holdings as at 31 March 2010

Vodafone Group pie UK 43

GlaxoSmithKline pie UK 40 n Norway (Kingdom of) 65 15052013 UK 28

Smith amp Nephew PLC UK 24

11 ETFS Agriculture DJ -AIGSM UK 23

Deutsche Telecom AG UK 22

Millicom Intl Cellular UK 22~ (J Newcrest Mining Ltd UK 21

rl Roche Hldgs AG UK 20

Bayer AG UK 20

l-J Fund Performance

[j In order to measure the performance of the Fund the Manager participates in the RussellMellon CAPS Pooled Pension Fund Survey This service measures the performance of several similar pooled pension funds under discretionary management A summary of the results are detailed in the table below

LJ

)_J 12 months () 168 398

J l_) 3 years( pa)

5 years( pa)

105

118

33

85

u Source Newton as at 28 February 2010 unless otherwise stated

Returns are calculated using close of business offer prices net of fees

u The total value of the Newton Managed Intrepid Fund was pound1632278 as at 31 March 2010

LJ

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8

r-1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n Close Teams LtdESCHER ( Formerly Escher UK Asset Management LTD) n Close TEAMS Limited operates a Manager of Managers service whereby the govermmce of the Schemes investments is delegated to a professional third party It operates sector specific funds run by individual fund n management houses selected for their exp-ertise by the TEAMS Investment Committee The TEAMS

n Investment Committee continually reviews the performance and suitability of these managers The Committee monitors the performance processes and personnel associated with each manager to ensure that appropriate managers are retained for each investment sector Quarterly performance reports and periodic stewardship reports are prepared and issued to the Trustees by the Committeemiddot

The TEAMS Investment Committee calculates and monitors performance on a quarterly basis Quarterly

Ii performance is assessed and reported as at 31 March 30 June 30 September and 31 December each year

n Close TEAMS is responsible for selecting monitoring and if necessary replacing the specialist investment managers used for each TEAMS fund In discharging this duty Close TEAMS ensures that every decision taken is in the best interests of clients

Close TEAMS ensures transparency in selection and monitoring processes by having an independent member - representing client interests - sitting on the decision making body the TEAMS Investment

llrtmiddot ) Committee The independent member is dapital Cranfield Trustees a renowned independent trustee

company The TEAMS Investment Committeeshy

[1 1 Professionally interprets investment performance data and statistical analysis 2 Monitors managers on a continuous and consistent basis 3 Keeps risk tightlycontrolled

r-j 4 Evaluates why managers achieve (or fail to achieve) performance targets over meaningful and statistically significant time periods

5 Assesses the future performance potential of existing managers and potential replacement managers 6 Makes timely decisions on changing managers n TEAMS funds are held in insurance polices issued by Winterthur Life UK Limited a Credit Suisse Group Company

l_j Transaction Details

Valuation as 28 February 2010 No ofUnits Unit Price (pence) ValuetJ

TEAMS 6040 Global Eq 2 Outperform 1 286246 143Sp pound1845763u() TOT AL AT 26 FEBRUARY 2010 ~18457631

u --- shy

Performance (specified gross of fees)

TEAMS 6040 Global Equitie$ 2 Outperformance Fund LJ 1 yr to 31 Mar 501 (benchmark495) u 3yrs (annualized) 18 pa (benchmark 15) 5yrs (annualized) 76 pa (benchmark 82)

- - -- ~~--~------- ---~--shy~u--~- -nvestment~Management~Fees -- ~- - - - - -- - - - shy

Deducted from the unit pricing (rather than being charged directly to the client)

9 J 1J

n n

BOWER GROUP RETIREMENT BENEFITS SCHEMEmiddot

Legal amp General Assurance (Pensions Management) Limited

n The assets of the Scheme are invested in an insurance policy with Legal amp General Assurance (Pensions Management) Limited part ofthe Legal amp General Group which ls one of the largest financial institutions in the United Kingdom shyn The policy is designed for corporate and public sector Pension Schemes and takes full advantage of the tax exemptions available to an insurance policy ofthis type It is a unitised policy and the value of the units fluctuates directly in relation to the value or the value of the underlying assets All units are redeemable at bidmiddot prices that are calculated from independent external pricing resources The assets underlying the units are held by independent corporate custodians which are regularly reviewed by external auditors

Legal amp Generals investment brief is to apply cash flows to or from and make switches between the funds 11 shown below (which are sections within the policy) in accordance with instructions received from the Trustees or their authorised Administrators

n Transaction Details

Valuation as 28 February 2010 No of Units Unit Price (pence) Valuet] () 2037 Index-Linked Gilt 25009978 1152890p pound28833754

lj 2047 Index-Linked Gilt 25509237 1141650p pound29122620

2055 Index-Linked Gilt 20993495 1404210p - pound29479276

11 Cash 8954772 6303530p pound56446674

TOTAL AT 26 FEBRUARY 2010 ~14388232~

Notes Prices are based cm the value of the underlying securities at close of business on 26 February 2010 Activity for this pricing date is included in this valuation

lJ Investment Value and Distribution Value and Distribution Fund at 20 May 2009 at 1 March 2010

u GBP GBP

lJ 0 2037 Index-Linked Gilt 281422 200 289003 201

2047 Index-Linked Gilt 281028 200 292162 203

lJ 2055 Index-Linked Gilt

Cash

281027

564305

200

400

295740

564467

205

391

IJ Total Assets 1407782 1000 1441372 1000

Notes The unit prices for these valuations were based on market closing prices on the previous working day The values shown include any activity that took place on the valuation day

IJ f---~- ---P-erformance- --middotmiddot-~-middotmiddot-middot--middotmiddot---middot---middotmiddot-- -shy

1J~-- -_--- rh~ tirr1~ -w~ight~d i~v~t~~~t ~t~ms o-~-th~-s~h~-~~~ts--~~~e ~~-t~i~~~-- --~

lJ For the Cash Fund which is not index tracking the index returns shown in the table below are for comparison purposes only

lJ 10

u

~I n

BOWER GROUP RETIREMENT BENEFITS SCHEME

n Investment Sector Fund Fund Index

n 2037 Index-Linked Gilt +27 +27

2047 Index-Linked Gilt +40 +39n 2055 Index-Linked Gilt +52 +52

n Cash +04 +03

Total Assets +25 na

n ROYAL LONDON ASSET MANAGEMENT LTD - RLPPC UK CORPORATE BOND

1-1 1(~ I) FUND

Investment aim To outperform the benchmark (iBoxx Sterling Non-Gilt All Maturities Index) by 08 per annum n gross of fees

Custody Arrangements The Custodian for the Fund is HSBC Securities Services at 8 Canada Square London E14 5HQ I Fund performance _ During the period between the funds inception date on 20th May 2009 to 28th February 2010 the I RLPPC UK Corporate Bond Fund outperformed the benchmark The fund returned 179 during the period compared to middota benchmark return of 15

LJ The positive performance recorded was primarily due to the following key factors

bull The sector allocation decision to remain overweight in credit bonds relative toLJ supranational bonds

bull The overweight positions in the best performing sectors eg subordinated financials LJ L) structured real estate and social housing

The table below shows the performance of the fund net of fees) and the benchmark index for the three months ending 31 March 2010

LJ Fund) Benchmark) Relative )

Quarter 1 495 394 101

LJ 12 months 2983 2095 888 3 years pa 314 410 -096 5 years pa 385 420 o35 Since inception (pa) 638 588 050LJ

----~--~---shy-rnenunclreturns irnne a5ove-ta6le middotare net of fees -amiddotncnnclude the -impact ofcash holdings over

~ C -the peritrd~--- --- - - ~------ ~--- ~~~~------~~--~ ---~--~~--- -_-_ -- ---- ~- --~-----~ ~~~---~~ ~~~- ~~ ~shy

Portfolio Value Fund GBP) LJ 20th May 2009 141076286

LJ

I I J

11

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

281h February 2010 166374512

n n n n n u() 7 I

[_]

u LJ

LJ Cgt

LJ

LJ

LJ

Change over the period 25298226 Inflows (outflows) overthe period 00

Ten Largest Bond Holdings as at 31 March 2010

Royal Bank of Scotland 7 5 2024 Finance for Residence Soc Housing 1113 2058 General Electric Capital 55 Vrn 2066

Annington Finance No1 8 2021 Qm_~gon Healthcare 5333 Vrn 2035 Lloyds TSB Bank 75 15042024

KFW 55 2015 Phoenix Natural Gas Fin 55 2017

NRW Bank 2625 2012

HSBC Holdings 675 12028

Sector breakdown

12

12

09

09

09

08

08

08

08

08

Banks amp financial services

Consumer goods

Consumer Services Foreign fixed interest sovereigns

General industrials

UK government bonds

Insurance

Investment trusts

Real estate

Social Housing

Structured

f--- shy ~upranationalsamp-agencies--middot- ----shyLJ-~ ~~~T~lecommUnicaUons~~~--~~- ~---- ----------shy

Utility

J TOTAL

u

251277 47

34 44

32 11

00 40

27 00

03 5151 01

55 1635 0962 99210

-~et2-~------middot----middot-------middot--------- -- ---- -~sa------------ ----- -- --- ------shy---~3~--~-----------middot ~- __ ---------~~--~--~-middot-~-~

93116 1000010000

12

I iJ

BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

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BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

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BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

1 ] I I I

BOWER GROUP RETIREMENT BENEFITS SCHEME n n STATEMENT OF TRUSTEES RESPONSIBILITIES

The audited accounts are_ the responsibility of the trustees Pension scheme regulations require n the trustees to make available to scheme members beneficiaries and certain other parties audited accounts for each scheme year which

bull show a true and fair view of the financial transactions of the scheme during the scheme year n and of the amount and disposition at the end of the scheme year of the assets and liabilities other than liabilities to pay pensions and benefits after the end of the scheme year and n bull contain the information specified in the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statementfrom the Auditor) Regulations 1996

r- -i including a statement whether the accounts have been prepared in accordance with the Statement of Recommended Practice Financial Reports of Pension Schemes

The trustees nave supervised tlie preparation of the accounts and have agreed suitabletl (-) accounting pohc1es to be appliea consistently-rrrakin-g-estimates~and~judgements-on-a-reasonable~~~~ and prudent basis They are also responsible for making available each year commonly in the form of a trustees annual report information about the scheme prescribed by pensions legislation 11 which they should ensure is consistentwith the audited accounts it accompanies

Following the first minimum funding valuation under the Pensions Act 1995 the trustees are j responsible under pensions legislation for ensuring that there is prepared maintained and from

time to time revised a schedule of contributions showing the rates of contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme and the dates on or before which such contributions are to be paid The trustees are also responsible for

f 1

J keeping records of contributions received in respect of any active member of the scheme and for procuring that contributions are made to the scheme in accordance with the schedule of contributions

The trustees also have a general responsibility for ensuring that adequate accounting records are kept and for taking such steps asmiddot are reasonably open to them to safeguard the assets of the

LJ scheme and to prevent and detect fraud and other irregularities ---

u()

u LJ

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BOWER GROUP RETIREMENT BENEFITS SCHEME

SCHEME MEMBERSHIP

2010 2009Active Members

At 29 February 2009 0 0

_Q QAt 28 February 2010

Pensioners

At 29 February 2009 56 50

Add Deferred retiring _ 4 6 Dependants pensions becoming payable 3

Less Deaths

28 February 2010

Deferred Members

At 29 February 2009 236 243

Add Leavers with deferred pensions Less Pensions becoming payable (4) (6)

Deaths (3) Transfers out ill

At 28 February 2010 236

The breakdown_ of the deferred membership at 28February2010 is as follows

Current MowlemEmployee Deferred who retain a Final-Salary link 0

Deferred who retain a Final-Salary link butwho left 70 Mowlem employment after 01 August2002

Non Mowlem Employee Deferreds 159

=u----shy

]

LJ 5

[middotj

-------~-------middot--~~- -~~-

----------- --

11 BOWER GROUP RETIREMENT BENEFITS SCHEME n

n REVIEW OF FINANCIAL DEVELOPMENT OF THE SCHEME

A full actuarial valuation was performed by the Scheme Actuary Paul Weaver of Sterling Actuarial n Services Limited as at 28 February 2007 The actuarial valuation indicated t_hat the Scheme was 114 funded on the old Minimum Funding Requirements (MFR) Valuation basis and 70 on the Scheme Actuarys recommended ongoing basis In monetary terms the deficit on the n recommended basiswas pound3270000

Benefits have been augmented for all members who were active on the 31 May 2001 with more

1] than 2 years pensionable service andwho continue to work for Mowlem until after 1 August 2002 The augmentation is such that their deferred pension receives increases in line with their salary increases from 31 May 2001 until their ultimate date of leaving Mowlem

n The Trustees have received regular employer contributions of pound288000 per year since 2003 The employer agreed to continue payment of annual contributions of pound288000 for a further three years commencing February 2005 t] C) Since then the Trustees received an advance employer contribution of pound288000 for February 2009 by way of deduction in account post year end The actuarial statement based on the)-J actuarial valuation forms part ofthe Appendix to this report

Contributions have notyet been received for this year due to administrative delays An appropriate ) j statement of funding principles has been agreed between the Trustees and employer as part of

the actuarialvaluation as at 28 February 2007 A new Schedule of Contributions has been agreed requiring the employer to pay at least pound698490 per annum plus operating and administration expenses for the seven years commencing 1 July 2010 I J The Trustees investment policy is detailed in their Statementof Investment Principles The day-toshyday management of the investments of the Scheme have been delegated by the Trustees to Close 1J Teams Ltd Legal amp General Assurance (Pensions) Management Ud BNY Mellon Asset Management (Newton Fund Managers Ltd) and Royal London Asset Management Ltd (RLAM) The Trustees meet regularly to discuss investment reports received from their adviser and the u investment managers to assess the overall investment policy and asset allocation

C-) Following an investment strategy review the Trustee agreed to invest 50 in fixed interest LJ securities and 50 in growth assets This was achieved by allocating 25 each ofthe Schemes

assets to BNY Mellon ancl CLOSE Teams with the remaining 50 invested in Corporate Bonds Long Dated Gilts and Cash The Trustees agreed to appoint RLAM to manage the Corporate u Bonds and Legal amp General to manage the Long Dated Gilts and Cash The reallocation was completed during May 2009

u The value of the Scheme increased by pound974417 (2009 decrease of pound1660784) to pound7085711 an increase of 16 The additional purchases of investments into the scheme for the year was poundnil (2009 poundnil)

11LJ During the Scheme year contributions receivable were poundNil compared with pound288000 for the

f--- shy ----~-PI~ous Scheme iear

j~---- -~-shy

- The financial stafemenfs~fiave-beenpreparecrancraT1clitea ii1ccfmpliiince~Witll-FErgUlatiomrmaaermiddot- ---shyunder sections 41 ( 1) and (6) of the Pensions Act 1995

J

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BOWER GROUP RETIREMENT BENEFITS SCHEME

INVESTMENT REPORT FOR THE YEAR ENDING 28 FEBRUARY 2010

NEWTON REAL RETURN FUND

Investment aim The Fund aims to outperform cash (1 month LIBOR) by4 pa over rolling 3 year periods

Fund information The overall investmentpolicy of the Newton Managed Intrepid Funo is determined by BNY Mellon Fund Managers Limited The Royal Bank of Scotland pie is the Depositary of the Fund and BNY Mellon Asset Servicing BV is the Custodian of the assets held in the Fund

The Pension Scheme holds shares in the Fund and receives a monthly statement that shows the number of the shares the Scheme owns The register is held by the Registrar BNY Mellon Fund Man~Q_E~rs Limited as proof of ownership

BNY Mellon Fund Managers Limited confirms the securities held by the Fund to be transferable securities

The deployment of the assets over the period is shown in the table below

UK Equities

Overseas Equities

UK Fixed Interest

Overseas Fixed Interest

UK Index Linked

Cash

Other Total

183 226

337 376

47 39

118 120

40 13

223 133

52 93 1000 100i0

During the year to 28 February 2010 the Funds weighting in UK Equities and Overseas Equities increased The Funds weighting in UK Fixed Interest UK Index Linked Gilts and Cash decreased over the period

j

u 7

n

r1 BOWER GROUP RETIREMENT BENEFITS SCHEME n Market Review n All Index returns are sourced from FTSE World Indices as quoted by Nomura FTSE and Datastream and quoted in sterling gross of fees (CAPS middotreturns are quoted net of fees)

n Ten Largest Equity Holdings as at 31 March 2010

Vodafone Group pie UK 43

GlaxoSmithKline pie UK 40 n Norway (Kingdom of) 65 15052013 UK 28

Smith amp Nephew PLC UK 24

11 ETFS Agriculture DJ -AIGSM UK 23

Deutsche Telecom AG UK 22

Millicom Intl Cellular UK 22~ (J Newcrest Mining Ltd UK 21

rl Roche Hldgs AG UK 20

Bayer AG UK 20

l-J Fund Performance

[j In order to measure the performance of the Fund the Manager participates in the RussellMellon CAPS Pooled Pension Fund Survey This service measures the performance of several similar pooled pension funds under discretionary management A summary of the results are detailed in the table below

LJ

)_J 12 months () 168 398

J l_) 3 years( pa)

5 years( pa)

105

118

33

85

u Source Newton as at 28 February 2010 unless otherwise stated

Returns are calculated using close of business offer prices net of fees

u The total value of the Newton Managed Intrepid Fund was pound1632278 as at 31 March 2010

LJ

~u~

J

8

r-1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n Close Teams LtdESCHER ( Formerly Escher UK Asset Management LTD) n Close TEAMS Limited operates a Manager of Managers service whereby the govermmce of the Schemes investments is delegated to a professional third party It operates sector specific funds run by individual fund n management houses selected for their exp-ertise by the TEAMS Investment Committee The TEAMS

n Investment Committee continually reviews the performance and suitability of these managers The Committee monitors the performance processes and personnel associated with each manager to ensure that appropriate managers are retained for each investment sector Quarterly performance reports and periodic stewardship reports are prepared and issued to the Trustees by the Committeemiddot

The TEAMS Investment Committee calculates and monitors performance on a quarterly basis Quarterly

Ii performance is assessed and reported as at 31 March 30 June 30 September and 31 December each year

n Close TEAMS is responsible for selecting monitoring and if necessary replacing the specialist investment managers used for each TEAMS fund In discharging this duty Close TEAMS ensures that every decision taken is in the best interests of clients

Close TEAMS ensures transparency in selection and monitoring processes by having an independent member - representing client interests - sitting on the decision making body the TEAMS Investment

llrtmiddot ) Committee The independent member is dapital Cranfield Trustees a renowned independent trustee

company The TEAMS Investment Committeeshy

[1 1 Professionally interprets investment performance data and statistical analysis 2 Monitors managers on a continuous and consistent basis 3 Keeps risk tightlycontrolled

r-j 4 Evaluates why managers achieve (or fail to achieve) performance targets over meaningful and statistically significant time periods

5 Assesses the future performance potential of existing managers and potential replacement managers 6 Makes timely decisions on changing managers n TEAMS funds are held in insurance polices issued by Winterthur Life UK Limited a Credit Suisse Group Company

l_j Transaction Details

Valuation as 28 February 2010 No ofUnits Unit Price (pence) ValuetJ

TEAMS 6040 Global Eq 2 Outperform 1 286246 143Sp pound1845763u() TOT AL AT 26 FEBRUARY 2010 ~18457631

u --- shy

Performance (specified gross of fees)

TEAMS 6040 Global Equitie$ 2 Outperformance Fund LJ 1 yr to 31 Mar 501 (benchmark495) u 3yrs (annualized) 18 pa (benchmark 15) 5yrs (annualized) 76 pa (benchmark 82)

- - -- ~~--~------- ---~--shy~u--~- -nvestment~Management~Fees -- ~- - - - - -- - - - shy

Deducted from the unit pricing (rather than being charged directly to the client)

9 J 1J

n n

BOWER GROUP RETIREMENT BENEFITS SCHEMEmiddot

Legal amp General Assurance (Pensions Management) Limited

n The assets of the Scheme are invested in an insurance policy with Legal amp General Assurance (Pensions Management) Limited part ofthe Legal amp General Group which ls one of the largest financial institutions in the United Kingdom shyn The policy is designed for corporate and public sector Pension Schemes and takes full advantage of the tax exemptions available to an insurance policy ofthis type It is a unitised policy and the value of the units fluctuates directly in relation to the value or the value of the underlying assets All units are redeemable at bidmiddot prices that are calculated from independent external pricing resources The assets underlying the units are held by independent corporate custodians which are regularly reviewed by external auditors

Legal amp Generals investment brief is to apply cash flows to or from and make switches between the funds 11 shown below (which are sections within the policy) in accordance with instructions received from the Trustees or their authorised Administrators

n Transaction Details

Valuation as 28 February 2010 No of Units Unit Price (pence) Valuet] () 2037 Index-Linked Gilt 25009978 1152890p pound28833754

lj 2047 Index-Linked Gilt 25509237 1141650p pound29122620

2055 Index-Linked Gilt 20993495 1404210p - pound29479276

11 Cash 8954772 6303530p pound56446674

TOTAL AT 26 FEBRUARY 2010 ~14388232~

Notes Prices are based cm the value of the underlying securities at close of business on 26 February 2010 Activity for this pricing date is included in this valuation

lJ Investment Value and Distribution Value and Distribution Fund at 20 May 2009 at 1 March 2010

u GBP GBP

lJ 0 2037 Index-Linked Gilt 281422 200 289003 201

2047 Index-Linked Gilt 281028 200 292162 203

lJ 2055 Index-Linked Gilt

Cash

281027

564305

200

400

295740

564467

205

391

IJ Total Assets 1407782 1000 1441372 1000

Notes The unit prices for these valuations were based on market closing prices on the previous working day The values shown include any activity that took place on the valuation day

IJ f---~- ---P-erformance- --middotmiddot-~-middotmiddot-middot--middotmiddot---middot---middotmiddot-- -shy

1J~-- -_--- rh~ tirr1~ -w~ight~d i~v~t~~~t ~t~ms o-~-th~-s~h~-~~~ts--~~~e ~~-t~i~~~-- --~

lJ For the Cash Fund which is not index tracking the index returns shown in the table below are for comparison purposes only

lJ 10

u

~I n

BOWER GROUP RETIREMENT BENEFITS SCHEME

n Investment Sector Fund Fund Index

n 2037 Index-Linked Gilt +27 +27

2047 Index-Linked Gilt +40 +39n 2055 Index-Linked Gilt +52 +52

n Cash +04 +03

Total Assets +25 na

n ROYAL LONDON ASSET MANAGEMENT LTD - RLPPC UK CORPORATE BOND

1-1 1(~ I) FUND

Investment aim To outperform the benchmark (iBoxx Sterling Non-Gilt All Maturities Index) by 08 per annum n gross of fees

Custody Arrangements The Custodian for the Fund is HSBC Securities Services at 8 Canada Square London E14 5HQ I Fund performance _ During the period between the funds inception date on 20th May 2009 to 28th February 2010 the I RLPPC UK Corporate Bond Fund outperformed the benchmark The fund returned 179 during the period compared to middota benchmark return of 15

LJ The positive performance recorded was primarily due to the following key factors

bull The sector allocation decision to remain overweight in credit bonds relative toLJ supranational bonds

bull The overweight positions in the best performing sectors eg subordinated financials LJ L) structured real estate and social housing

The table below shows the performance of the fund net of fees) and the benchmark index for the three months ending 31 March 2010

LJ Fund) Benchmark) Relative )

Quarter 1 495 394 101

LJ 12 months 2983 2095 888 3 years pa 314 410 -096 5 years pa 385 420 o35 Since inception (pa) 638 588 050LJ

----~--~---shy-rnenunclreturns irnne a5ove-ta6le middotare net of fees -amiddotncnnclude the -impact ofcash holdings over

~ C -the peritrd~--- --- - - ~------ ~--- ~~~~------~~--~ ---~--~~--- -_-_ -- ---- ~- --~-----~ ~~~---~~ ~~~- ~~ ~shy

Portfolio Value Fund GBP) LJ 20th May 2009 141076286

LJ

I I J

11

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

281h February 2010 166374512

n n n n n u() 7 I

[_]

u LJ

LJ Cgt

LJ

LJ

LJ

Change over the period 25298226 Inflows (outflows) overthe period 00

Ten Largest Bond Holdings as at 31 March 2010

Royal Bank of Scotland 7 5 2024 Finance for Residence Soc Housing 1113 2058 General Electric Capital 55 Vrn 2066

Annington Finance No1 8 2021 Qm_~gon Healthcare 5333 Vrn 2035 Lloyds TSB Bank 75 15042024

KFW 55 2015 Phoenix Natural Gas Fin 55 2017

NRW Bank 2625 2012

HSBC Holdings 675 12028

Sector breakdown

12

12

09

09

09

08

08

08

08

08

Banks amp financial services

Consumer goods

Consumer Services Foreign fixed interest sovereigns

General industrials

UK government bonds

Insurance

Investment trusts

Real estate

Social Housing

Structured

f--- shy ~upranationalsamp-agencies--middot- ----shyLJ-~ ~~~T~lecommUnicaUons~~~--~~- ~---- ----------shy

Utility

J TOTAL

u

251277 47

34 44

32 11

00 40

27 00

03 5151 01

55 1635 0962 99210

-~et2-~------middot----middot-------middot--------- -- ---- -~sa------------ ----- -- --- ------shy---~3~--~-----------middot ~- __ ---------~~--~--~-middot-~-~

93116 1000010000

12

I iJ

BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

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BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

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n n n n ll0

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BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

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BOWER GROUP RETIREMENT BENEFITS SCHEME

SCHEME MEMBERSHIP

2010 2009Active Members

At 29 February 2009 0 0

_Q QAt 28 February 2010

Pensioners

At 29 February 2009 56 50

Add Deferred retiring _ 4 6 Dependants pensions becoming payable 3

Less Deaths

28 February 2010

Deferred Members

At 29 February 2009 236 243

Add Leavers with deferred pensions Less Pensions becoming payable (4) (6)

Deaths (3) Transfers out ill

At 28 February 2010 236

The breakdown_ of the deferred membership at 28February2010 is as follows

Current MowlemEmployee Deferred who retain a Final-Salary link 0

Deferred who retain a Final-Salary link butwho left 70 Mowlem employment after 01 August2002

Non Mowlem Employee Deferreds 159

=u----shy

]

LJ 5

[middotj

-------~-------middot--~~- -~~-

----------- --

11 BOWER GROUP RETIREMENT BENEFITS SCHEME n

n REVIEW OF FINANCIAL DEVELOPMENT OF THE SCHEME

A full actuarial valuation was performed by the Scheme Actuary Paul Weaver of Sterling Actuarial n Services Limited as at 28 February 2007 The actuarial valuation indicated t_hat the Scheme was 114 funded on the old Minimum Funding Requirements (MFR) Valuation basis and 70 on the Scheme Actuarys recommended ongoing basis In monetary terms the deficit on the n recommended basiswas pound3270000

Benefits have been augmented for all members who were active on the 31 May 2001 with more

1] than 2 years pensionable service andwho continue to work for Mowlem until after 1 August 2002 The augmentation is such that their deferred pension receives increases in line with their salary increases from 31 May 2001 until their ultimate date of leaving Mowlem

n The Trustees have received regular employer contributions of pound288000 per year since 2003 The employer agreed to continue payment of annual contributions of pound288000 for a further three years commencing February 2005 t] C) Since then the Trustees received an advance employer contribution of pound288000 for February 2009 by way of deduction in account post year end The actuarial statement based on the)-J actuarial valuation forms part ofthe Appendix to this report

Contributions have notyet been received for this year due to administrative delays An appropriate ) j statement of funding principles has been agreed between the Trustees and employer as part of

the actuarialvaluation as at 28 February 2007 A new Schedule of Contributions has been agreed requiring the employer to pay at least pound698490 per annum plus operating and administration expenses for the seven years commencing 1 July 2010 I J The Trustees investment policy is detailed in their Statementof Investment Principles The day-toshyday management of the investments of the Scheme have been delegated by the Trustees to Close 1J Teams Ltd Legal amp General Assurance (Pensions) Management Ud BNY Mellon Asset Management (Newton Fund Managers Ltd) and Royal London Asset Management Ltd (RLAM) The Trustees meet regularly to discuss investment reports received from their adviser and the u investment managers to assess the overall investment policy and asset allocation

C-) Following an investment strategy review the Trustee agreed to invest 50 in fixed interest LJ securities and 50 in growth assets This was achieved by allocating 25 each ofthe Schemes

assets to BNY Mellon ancl CLOSE Teams with the remaining 50 invested in Corporate Bonds Long Dated Gilts and Cash The Trustees agreed to appoint RLAM to manage the Corporate u Bonds and Legal amp General to manage the Long Dated Gilts and Cash The reallocation was completed during May 2009

u The value of the Scheme increased by pound974417 (2009 decrease of pound1660784) to pound7085711 an increase of 16 The additional purchases of investments into the scheme for the year was poundnil (2009 poundnil)

11LJ During the Scheme year contributions receivable were poundNil compared with pound288000 for the

f--- shy ----~-PI~ous Scheme iear

j~---- -~-shy

- The financial stafemenfs~fiave-beenpreparecrancraT1clitea ii1ccfmpliiince~Witll-FErgUlatiomrmaaermiddot- ---shyunder sections 41 ( 1) and (6) of the Pensions Act 1995

J

6

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11

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BOWER GROUP RETIREMENT BENEFITS SCHEME

INVESTMENT REPORT FOR THE YEAR ENDING 28 FEBRUARY 2010

NEWTON REAL RETURN FUND

Investment aim The Fund aims to outperform cash (1 month LIBOR) by4 pa over rolling 3 year periods

Fund information The overall investmentpolicy of the Newton Managed Intrepid Funo is determined by BNY Mellon Fund Managers Limited The Royal Bank of Scotland pie is the Depositary of the Fund and BNY Mellon Asset Servicing BV is the Custodian of the assets held in the Fund

The Pension Scheme holds shares in the Fund and receives a monthly statement that shows the number of the shares the Scheme owns The register is held by the Registrar BNY Mellon Fund Man~Q_E~rs Limited as proof of ownership

BNY Mellon Fund Managers Limited confirms the securities held by the Fund to be transferable securities

The deployment of the assets over the period is shown in the table below

UK Equities

Overseas Equities

UK Fixed Interest

Overseas Fixed Interest

UK Index Linked

Cash

Other Total

183 226

337 376

47 39

118 120

40 13

223 133

52 93 1000 100i0

During the year to 28 February 2010 the Funds weighting in UK Equities and Overseas Equities increased The Funds weighting in UK Fixed Interest UK Index Linked Gilts and Cash decreased over the period

j

u 7

n

r1 BOWER GROUP RETIREMENT BENEFITS SCHEME n Market Review n All Index returns are sourced from FTSE World Indices as quoted by Nomura FTSE and Datastream and quoted in sterling gross of fees (CAPS middotreturns are quoted net of fees)

n Ten Largest Equity Holdings as at 31 March 2010

Vodafone Group pie UK 43

GlaxoSmithKline pie UK 40 n Norway (Kingdom of) 65 15052013 UK 28

Smith amp Nephew PLC UK 24

11 ETFS Agriculture DJ -AIGSM UK 23

Deutsche Telecom AG UK 22

Millicom Intl Cellular UK 22~ (J Newcrest Mining Ltd UK 21

rl Roche Hldgs AG UK 20

Bayer AG UK 20

l-J Fund Performance

[j In order to measure the performance of the Fund the Manager participates in the RussellMellon CAPS Pooled Pension Fund Survey This service measures the performance of several similar pooled pension funds under discretionary management A summary of the results are detailed in the table below

LJ

)_J 12 months () 168 398

J l_) 3 years( pa)

5 years( pa)

105

118

33

85

u Source Newton as at 28 February 2010 unless otherwise stated

Returns are calculated using close of business offer prices net of fees

u The total value of the Newton Managed Intrepid Fund was pound1632278 as at 31 March 2010

LJ

~u~

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8

r-1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n Close Teams LtdESCHER ( Formerly Escher UK Asset Management LTD) n Close TEAMS Limited operates a Manager of Managers service whereby the govermmce of the Schemes investments is delegated to a professional third party It operates sector specific funds run by individual fund n management houses selected for their exp-ertise by the TEAMS Investment Committee The TEAMS

n Investment Committee continually reviews the performance and suitability of these managers The Committee monitors the performance processes and personnel associated with each manager to ensure that appropriate managers are retained for each investment sector Quarterly performance reports and periodic stewardship reports are prepared and issued to the Trustees by the Committeemiddot

The TEAMS Investment Committee calculates and monitors performance on a quarterly basis Quarterly

Ii performance is assessed and reported as at 31 March 30 June 30 September and 31 December each year

n Close TEAMS is responsible for selecting monitoring and if necessary replacing the specialist investment managers used for each TEAMS fund In discharging this duty Close TEAMS ensures that every decision taken is in the best interests of clients

Close TEAMS ensures transparency in selection and monitoring processes by having an independent member - representing client interests - sitting on the decision making body the TEAMS Investment

llrtmiddot ) Committee The independent member is dapital Cranfield Trustees a renowned independent trustee

company The TEAMS Investment Committeeshy

[1 1 Professionally interprets investment performance data and statistical analysis 2 Monitors managers on a continuous and consistent basis 3 Keeps risk tightlycontrolled

r-j 4 Evaluates why managers achieve (or fail to achieve) performance targets over meaningful and statistically significant time periods

5 Assesses the future performance potential of existing managers and potential replacement managers 6 Makes timely decisions on changing managers n TEAMS funds are held in insurance polices issued by Winterthur Life UK Limited a Credit Suisse Group Company

l_j Transaction Details

Valuation as 28 February 2010 No ofUnits Unit Price (pence) ValuetJ

TEAMS 6040 Global Eq 2 Outperform 1 286246 143Sp pound1845763u() TOT AL AT 26 FEBRUARY 2010 ~18457631

u --- shy

Performance (specified gross of fees)

TEAMS 6040 Global Equitie$ 2 Outperformance Fund LJ 1 yr to 31 Mar 501 (benchmark495) u 3yrs (annualized) 18 pa (benchmark 15) 5yrs (annualized) 76 pa (benchmark 82)

- - -- ~~--~------- ---~--shy~u--~- -nvestment~Management~Fees -- ~- - - - - -- - - - shy

Deducted from the unit pricing (rather than being charged directly to the client)

9 J 1J

n n

BOWER GROUP RETIREMENT BENEFITS SCHEMEmiddot

Legal amp General Assurance (Pensions Management) Limited

n The assets of the Scheme are invested in an insurance policy with Legal amp General Assurance (Pensions Management) Limited part ofthe Legal amp General Group which ls one of the largest financial institutions in the United Kingdom shyn The policy is designed for corporate and public sector Pension Schemes and takes full advantage of the tax exemptions available to an insurance policy ofthis type It is a unitised policy and the value of the units fluctuates directly in relation to the value or the value of the underlying assets All units are redeemable at bidmiddot prices that are calculated from independent external pricing resources The assets underlying the units are held by independent corporate custodians which are regularly reviewed by external auditors

Legal amp Generals investment brief is to apply cash flows to or from and make switches between the funds 11 shown below (which are sections within the policy) in accordance with instructions received from the Trustees or their authorised Administrators

n Transaction Details

Valuation as 28 February 2010 No of Units Unit Price (pence) Valuet] () 2037 Index-Linked Gilt 25009978 1152890p pound28833754

lj 2047 Index-Linked Gilt 25509237 1141650p pound29122620

2055 Index-Linked Gilt 20993495 1404210p - pound29479276

11 Cash 8954772 6303530p pound56446674

TOTAL AT 26 FEBRUARY 2010 ~14388232~

Notes Prices are based cm the value of the underlying securities at close of business on 26 February 2010 Activity for this pricing date is included in this valuation

lJ Investment Value and Distribution Value and Distribution Fund at 20 May 2009 at 1 March 2010

u GBP GBP

lJ 0 2037 Index-Linked Gilt 281422 200 289003 201

2047 Index-Linked Gilt 281028 200 292162 203

lJ 2055 Index-Linked Gilt

Cash

281027

564305

200

400

295740

564467

205

391

IJ Total Assets 1407782 1000 1441372 1000

Notes The unit prices for these valuations were based on market closing prices on the previous working day The values shown include any activity that took place on the valuation day

IJ f---~- ---P-erformance- --middotmiddot-~-middotmiddot-middot--middotmiddot---middot---middotmiddot-- -shy

1J~-- -_--- rh~ tirr1~ -w~ight~d i~v~t~~~t ~t~ms o-~-th~-s~h~-~~~ts--~~~e ~~-t~i~~~-- --~

lJ For the Cash Fund which is not index tracking the index returns shown in the table below are for comparison purposes only

lJ 10

u

~I n

BOWER GROUP RETIREMENT BENEFITS SCHEME

n Investment Sector Fund Fund Index

n 2037 Index-Linked Gilt +27 +27

2047 Index-Linked Gilt +40 +39n 2055 Index-Linked Gilt +52 +52

n Cash +04 +03

Total Assets +25 na

n ROYAL LONDON ASSET MANAGEMENT LTD - RLPPC UK CORPORATE BOND

1-1 1(~ I) FUND

Investment aim To outperform the benchmark (iBoxx Sterling Non-Gilt All Maturities Index) by 08 per annum n gross of fees

Custody Arrangements The Custodian for the Fund is HSBC Securities Services at 8 Canada Square London E14 5HQ I Fund performance _ During the period between the funds inception date on 20th May 2009 to 28th February 2010 the I RLPPC UK Corporate Bond Fund outperformed the benchmark The fund returned 179 during the period compared to middota benchmark return of 15

LJ The positive performance recorded was primarily due to the following key factors

bull The sector allocation decision to remain overweight in credit bonds relative toLJ supranational bonds

bull The overweight positions in the best performing sectors eg subordinated financials LJ L) structured real estate and social housing

The table below shows the performance of the fund net of fees) and the benchmark index for the three months ending 31 March 2010

LJ Fund) Benchmark) Relative )

Quarter 1 495 394 101

LJ 12 months 2983 2095 888 3 years pa 314 410 -096 5 years pa 385 420 o35 Since inception (pa) 638 588 050LJ

----~--~---shy-rnenunclreturns irnne a5ove-ta6le middotare net of fees -amiddotncnnclude the -impact ofcash holdings over

~ C -the peritrd~--- --- - - ~------ ~--- ~~~~------~~--~ ---~--~~--- -_-_ -- ---- ~- --~-----~ ~~~---~~ ~~~- ~~ ~shy

Portfolio Value Fund GBP) LJ 20th May 2009 141076286

LJ

I I J

11

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

281h February 2010 166374512

n n n n n u() 7 I

[_]

u LJ

LJ Cgt

LJ

LJ

LJ

Change over the period 25298226 Inflows (outflows) overthe period 00

Ten Largest Bond Holdings as at 31 March 2010

Royal Bank of Scotland 7 5 2024 Finance for Residence Soc Housing 1113 2058 General Electric Capital 55 Vrn 2066

Annington Finance No1 8 2021 Qm_~gon Healthcare 5333 Vrn 2035 Lloyds TSB Bank 75 15042024

KFW 55 2015 Phoenix Natural Gas Fin 55 2017

NRW Bank 2625 2012

HSBC Holdings 675 12028

Sector breakdown

12

12

09

09

09

08

08

08

08

08

Banks amp financial services

Consumer goods

Consumer Services Foreign fixed interest sovereigns

General industrials

UK government bonds

Insurance

Investment trusts

Real estate

Social Housing

Structured

f--- shy ~upranationalsamp-agencies--middot- ----shyLJ-~ ~~~T~lecommUnicaUons~~~--~~- ~---- ----------shy

Utility

J TOTAL

u

251277 47

34 44

32 11

00 40

27 00

03 5151 01

55 1635 0962 99210

-~et2-~------middot----middot-------middot--------- -- ---- -~sa------------ ----- -- --- ------shy---~3~--~-----------middot ~- __ ---------~~--~--~-middot-~-~

93116 1000010000

12

I iJ

BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

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BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

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BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

-------~-------middot--~~- -~~-

----------- --

11 BOWER GROUP RETIREMENT BENEFITS SCHEME n

n REVIEW OF FINANCIAL DEVELOPMENT OF THE SCHEME

A full actuarial valuation was performed by the Scheme Actuary Paul Weaver of Sterling Actuarial n Services Limited as at 28 February 2007 The actuarial valuation indicated t_hat the Scheme was 114 funded on the old Minimum Funding Requirements (MFR) Valuation basis and 70 on the Scheme Actuarys recommended ongoing basis In monetary terms the deficit on the n recommended basiswas pound3270000

Benefits have been augmented for all members who were active on the 31 May 2001 with more

1] than 2 years pensionable service andwho continue to work for Mowlem until after 1 August 2002 The augmentation is such that their deferred pension receives increases in line with their salary increases from 31 May 2001 until their ultimate date of leaving Mowlem

n The Trustees have received regular employer contributions of pound288000 per year since 2003 The employer agreed to continue payment of annual contributions of pound288000 for a further three years commencing February 2005 t] C) Since then the Trustees received an advance employer contribution of pound288000 for February 2009 by way of deduction in account post year end The actuarial statement based on the)-J actuarial valuation forms part ofthe Appendix to this report

Contributions have notyet been received for this year due to administrative delays An appropriate ) j statement of funding principles has been agreed between the Trustees and employer as part of

the actuarialvaluation as at 28 February 2007 A new Schedule of Contributions has been agreed requiring the employer to pay at least pound698490 per annum plus operating and administration expenses for the seven years commencing 1 July 2010 I J The Trustees investment policy is detailed in their Statementof Investment Principles The day-toshyday management of the investments of the Scheme have been delegated by the Trustees to Close 1J Teams Ltd Legal amp General Assurance (Pensions) Management Ud BNY Mellon Asset Management (Newton Fund Managers Ltd) and Royal London Asset Management Ltd (RLAM) The Trustees meet regularly to discuss investment reports received from their adviser and the u investment managers to assess the overall investment policy and asset allocation

C-) Following an investment strategy review the Trustee agreed to invest 50 in fixed interest LJ securities and 50 in growth assets This was achieved by allocating 25 each ofthe Schemes

assets to BNY Mellon ancl CLOSE Teams with the remaining 50 invested in Corporate Bonds Long Dated Gilts and Cash The Trustees agreed to appoint RLAM to manage the Corporate u Bonds and Legal amp General to manage the Long Dated Gilts and Cash The reallocation was completed during May 2009

u The value of the Scheme increased by pound974417 (2009 decrease of pound1660784) to pound7085711 an increase of 16 The additional purchases of investments into the scheme for the year was poundnil (2009 poundnil)

11LJ During the Scheme year contributions receivable were poundNil compared with pound288000 for the

f--- shy ----~-PI~ous Scheme iear

j~---- -~-shy

- The financial stafemenfs~fiave-beenpreparecrancraT1clitea ii1ccfmpliiince~Witll-FErgUlatiomrmaaermiddot- ---shyunder sections 41 ( 1) and (6) of the Pensions Act 1995

J

6

---- middot- ---- --

11

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BOWER GROUP RETIREMENT BENEFITS SCHEME

INVESTMENT REPORT FOR THE YEAR ENDING 28 FEBRUARY 2010

NEWTON REAL RETURN FUND

Investment aim The Fund aims to outperform cash (1 month LIBOR) by4 pa over rolling 3 year periods

Fund information The overall investmentpolicy of the Newton Managed Intrepid Funo is determined by BNY Mellon Fund Managers Limited The Royal Bank of Scotland pie is the Depositary of the Fund and BNY Mellon Asset Servicing BV is the Custodian of the assets held in the Fund

The Pension Scheme holds shares in the Fund and receives a monthly statement that shows the number of the shares the Scheme owns The register is held by the Registrar BNY Mellon Fund Man~Q_E~rs Limited as proof of ownership

BNY Mellon Fund Managers Limited confirms the securities held by the Fund to be transferable securities

The deployment of the assets over the period is shown in the table below

UK Equities

Overseas Equities

UK Fixed Interest

Overseas Fixed Interest

UK Index Linked

Cash

Other Total

183 226

337 376

47 39

118 120

40 13

223 133

52 93 1000 100i0

During the year to 28 February 2010 the Funds weighting in UK Equities and Overseas Equities increased The Funds weighting in UK Fixed Interest UK Index Linked Gilts and Cash decreased over the period

j

u 7

n

r1 BOWER GROUP RETIREMENT BENEFITS SCHEME n Market Review n All Index returns are sourced from FTSE World Indices as quoted by Nomura FTSE and Datastream and quoted in sterling gross of fees (CAPS middotreturns are quoted net of fees)

n Ten Largest Equity Holdings as at 31 March 2010

Vodafone Group pie UK 43

GlaxoSmithKline pie UK 40 n Norway (Kingdom of) 65 15052013 UK 28

Smith amp Nephew PLC UK 24

11 ETFS Agriculture DJ -AIGSM UK 23

Deutsche Telecom AG UK 22

Millicom Intl Cellular UK 22~ (J Newcrest Mining Ltd UK 21

rl Roche Hldgs AG UK 20

Bayer AG UK 20

l-J Fund Performance

[j In order to measure the performance of the Fund the Manager participates in the RussellMellon CAPS Pooled Pension Fund Survey This service measures the performance of several similar pooled pension funds under discretionary management A summary of the results are detailed in the table below

LJ

)_J 12 months () 168 398

J l_) 3 years( pa)

5 years( pa)

105

118

33

85

u Source Newton as at 28 February 2010 unless otherwise stated

Returns are calculated using close of business offer prices net of fees

u The total value of the Newton Managed Intrepid Fund was pound1632278 as at 31 March 2010

LJ

~u~

J

8

r-1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n Close Teams LtdESCHER ( Formerly Escher UK Asset Management LTD) n Close TEAMS Limited operates a Manager of Managers service whereby the govermmce of the Schemes investments is delegated to a professional third party It operates sector specific funds run by individual fund n management houses selected for their exp-ertise by the TEAMS Investment Committee The TEAMS

n Investment Committee continually reviews the performance and suitability of these managers The Committee monitors the performance processes and personnel associated with each manager to ensure that appropriate managers are retained for each investment sector Quarterly performance reports and periodic stewardship reports are prepared and issued to the Trustees by the Committeemiddot

The TEAMS Investment Committee calculates and monitors performance on a quarterly basis Quarterly

Ii performance is assessed and reported as at 31 March 30 June 30 September and 31 December each year

n Close TEAMS is responsible for selecting monitoring and if necessary replacing the specialist investment managers used for each TEAMS fund In discharging this duty Close TEAMS ensures that every decision taken is in the best interests of clients

Close TEAMS ensures transparency in selection and monitoring processes by having an independent member - representing client interests - sitting on the decision making body the TEAMS Investment

llrtmiddot ) Committee The independent member is dapital Cranfield Trustees a renowned independent trustee

company The TEAMS Investment Committeeshy

[1 1 Professionally interprets investment performance data and statistical analysis 2 Monitors managers on a continuous and consistent basis 3 Keeps risk tightlycontrolled

r-j 4 Evaluates why managers achieve (or fail to achieve) performance targets over meaningful and statistically significant time periods

5 Assesses the future performance potential of existing managers and potential replacement managers 6 Makes timely decisions on changing managers n TEAMS funds are held in insurance polices issued by Winterthur Life UK Limited a Credit Suisse Group Company

l_j Transaction Details

Valuation as 28 February 2010 No ofUnits Unit Price (pence) ValuetJ

TEAMS 6040 Global Eq 2 Outperform 1 286246 143Sp pound1845763u() TOT AL AT 26 FEBRUARY 2010 ~18457631

u --- shy

Performance (specified gross of fees)

TEAMS 6040 Global Equitie$ 2 Outperformance Fund LJ 1 yr to 31 Mar 501 (benchmark495) u 3yrs (annualized) 18 pa (benchmark 15) 5yrs (annualized) 76 pa (benchmark 82)

- - -- ~~--~------- ---~--shy~u--~- -nvestment~Management~Fees -- ~- - - - - -- - - - shy

Deducted from the unit pricing (rather than being charged directly to the client)

9 J 1J

n n

BOWER GROUP RETIREMENT BENEFITS SCHEMEmiddot

Legal amp General Assurance (Pensions Management) Limited

n The assets of the Scheme are invested in an insurance policy with Legal amp General Assurance (Pensions Management) Limited part ofthe Legal amp General Group which ls one of the largest financial institutions in the United Kingdom shyn The policy is designed for corporate and public sector Pension Schemes and takes full advantage of the tax exemptions available to an insurance policy ofthis type It is a unitised policy and the value of the units fluctuates directly in relation to the value or the value of the underlying assets All units are redeemable at bidmiddot prices that are calculated from independent external pricing resources The assets underlying the units are held by independent corporate custodians which are regularly reviewed by external auditors

Legal amp Generals investment brief is to apply cash flows to or from and make switches between the funds 11 shown below (which are sections within the policy) in accordance with instructions received from the Trustees or their authorised Administrators

n Transaction Details

Valuation as 28 February 2010 No of Units Unit Price (pence) Valuet] () 2037 Index-Linked Gilt 25009978 1152890p pound28833754

lj 2047 Index-Linked Gilt 25509237 1141650p pound29122620

2055 Index-Linked Gilt 20993495 1404210p - pound29479276

11 Cash 8954772 6303530p pound56446674

TOTAL AT 26 FEBRUARY 2010 ~14388232~

Notes Prices are based cm the value of the underlying securities at close of business on 26 February 2010 Activity for this pricing date is included in this valuation

lJ Investment Value and Distribution Value and Distribution Fund at 20 May 2009 at 1 March 2010

u GBP GBP

lJ 0 2037 Index-Linked Gilt 281422 200 289003 201

2047 Index-Linked Gilt 281028 200 292162 203

lJ 2055 Index-Linked Gilt

Cash

281027

564305

200

400

295740

564467

205

391

IJ Total Assets 1407782 1000 1441372 1000

Notes The unit prices for these valuations were based on market closing prices on the previous working day The values shown include any activity that took place on the valuation day

IJ f---~- ---P-erformance- --middotmiddot-~-middotmiddot-middot--middotmiddot---middot---middotmiddot-- -shy

1J~-- -_--- rh~ tirr1~ -w~ight~d i~v~t~~~t ~t~ms o-~-th~-s~h~-~~~ts--~~~e ~~-t~i~~~-- --~

lJ For the Cash Fund which is not index tracking the index returns shown in the table below are for comparison purposes only

lJ 10

u

~I n

BOWER GROUP RETIREMENT BENEFITS SCHEME

n Investment Sector Fund Fund Index

n 2037 Index-Linked Gilt +27 +27

2047 Index-Linked Gilt +40 +39n 2055 Index-Linked Gilt +52 +52

n Cash +04 +03

Total Assets +25 na

n ROYAL LONDON ASSET MANAGEMENT LTD - RLPPC UK CORPORATE BOND

1-1 1(~ I) FUND

Investment aim To outperform the benchmark (iBoxx Sterling Non-Gilt All Maturities Index) by 08 per annum n gross of fees

Custody Arrangements The Custodian for the Fund is HSBC Securities Services at 8 Canada Square London E14 5HQ I Fund performance _ During the period between the funds inception date on 20th May 2009 to 28th February 2010 the I RLPPC UK Corporate Bond Fund outperformed the benchmark The fund returned 179 during the period compared to middota benchmark return of 15

LJ The positive performance recorded was primarily due to the following key factors

bull The sector allocation decision to remain overweight in credit bonds relative toLJ supranational bonds

bull The overweight positions in the best performing sectors eg subordinated financials LJ L) structured real estate and social housing

The table below shows the performance of the fund net of fees) and the benchmark index for the three months ending 31 March 2010

LJ Fund) Benchmark) Relative )

Quarter 1 495 394 101

LJ 12 months 2983 2095 888 3 years pa 314 410 -096 5 years pa 385 420 o35 Since inception (pa) 638 588 050LJ

----~--~---shy-rnenunclreturns irnne a5ove-ta6le middotare net of fees -amiddotncnnclude the -impact ofcash holdings over

~ C -the peritrd~--- --- - - ~------ ~--- ~~~~------~~--~ ---~--~~--- -_-_ -- ---- ~- --~-----~ ~~~---~~ ~~~- ~~ ~shy

Portfolio Value Fund GBP) LJ 20th May 2009 141076286

LJ

I I J

11

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

281h February 2010 166374512

n n n n n u() 7 I

[_]

u LJ

LJ Cgt

LJ

LJ

LJ

Change over the period 25298226 Inflows (outflows) overthe period 00

Ten Largest Bond Holdings as at 31 March 2010

Royal Bank of Scotland 7 5 2024 Finance for Residence Soc Housing 1113 2058 General Electric Capital 55 Vrn 2066

Annington Finance No1 8 2021 Qm_~gon Healthcare 5333 Vrn 2035 Lloyds TSB Bank 75 15042024

KFW 55 2015 Phoenix Natural Gas Fin 55 2017

NRW Bank 2625 2012

HSBC Holdings 675 12028

Sector breakdown

12

12

09

09

09

08

08

08

08

08

Banks amp financial services

Consumer goods

Consumer Services Foreign fixed interest sovereigns

General industrials

UK government bonds

Insurance

Investment trusts

Real estate

Social Housing

Structured

f--- shy ~upranationalsamp-agencies--middot- ----shyLJ-~ ~~~T~lecommUnicaUons~~~--~~- ~---- ----------shy

Utility

J TOTAL

u

251277 47

34 44

32 11

00 40

27 00

03 5151 01

55 1635 0962 99210

-~et2-~------middot----middot-------middot--------- -- ---- -~sa------------ ----- -- --- ------shy---~3~--~-----------middot ~- __ ---------~~--~--~-middot-~-~

93116 1000010000

12

I iJ

BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

LJ

u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

~ I LJ

IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

---- middot- ---- --

11

n n n l-l

n n no

rl

)-j

[l

u lJ uo u lJ u

~~--shy

~J

BOWER GROUP RETIREMENT BENEFITS SCHEME

INVESTMENT REPORT FOR THE YEAR ENDING 28 FEBRUARY 2010

NEWTON REAL RETURN FUND

Investment aim The Fund aims to outperform cash (1 month LIBOR) by4 pa over rolling 3 year periods

Fund information The overall investmentpolicy of the Newton Managed Intrepid Funo is determined by BNY Mellon Fund Managers Limited The Royal Bank of Scotland pie is the Depositary of the Fund and BNY Mellon Asset Servicing BV is the Custodian of the assets held in the Fund

The Pension Scheme holds shares in the Fund and receives a monthly statement that shows the number of the shares the Scheme owns The register is held by the Registrar BNY Mellon Fund Man~Q_E~rs Limited as proof of ownership

BNY Mellon Fund Managers Limited confirms the securities held by the Fund to be transferable securities

The deployment of the assets over the period is shown in the table below

UK Equities

Overseas Equities

UK Fixed Interest

Overseas Fixed Interest

UK Index Linked

Cash

Other Total

183 226

337 376

47 39

118 120

40 13

223 133

52 93 1000 100i0

During the year to 28 February 2010 the Funds weighting in UK Equities and Overseas Equities increased The Funds weighting in UK Fixed Interest UK Index Linked Gilts and Cash decreased over the period

j

u 7

n

r1 BOWER GROUP RETIREMENT BENEFITS SCHEME n Market Review n All Index returns are sourced from FTSE World Indices as quoted by Nomura FTSE and Datastream and quoted in sterling gross of fees (CAPS middotreturns are quoted net of fees)

n Ten Largest Equity Holdings as at 31 March 2010

Vodafone Group pie UK 43

GlaxoSmithKline pie UK 40 n Norway (Kingdom of) 65 15052013 UK 28

Smith amp Nephew PLC UK 24

11 ETFS Agriculture DJ -AIGSM UK 23

Deutsche Telecom AG UK 22

Millicom Intl Cellular UK 22~ (J Newcrest Mining Ltd UK 21

rl Roche Hldgs AG UK 20

Bayer AG UK 20

l-J Fund Performance

[j In order to measure the performance of the Fund the Manager participates in the RussellMellon CAPS Pooled Pension Fund Survey This service measures the performance of several similar pooled pension funds under discretionary management A summary of the results are detailed in the table below

LJ

)_J 12 months () 168 398

J l_) 3 years( pa)

5 years( pa)

105

118

33

85

u Source Newton as at 28 February 2010 unless otherwise stated

Returns are calculated using close of business offer prices net of fees

u The total value of the Newton Managed Intrepid Fund was pound1632278 as at 31 March 2010

LJ

~u~

J

8

r-1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n Close Teams LtdESCHER ( Formerly Escher UK Asset Management LTD) n Close TEAMS Limited operates a Manager of Managers service whereby the govermmce of the Schemes investments is delegated to a professional third party It operates sector specific funds run by individual fund n management houses selected for their exp-ertise by the TEAMS Investment Committee The TEAMS

n Investment Committee continually reviews the performance and suitability of these managers The Committee monitors the performance processes and personnel associated with each manager to ensure that appropriate managers are retained for each investment sector Quarterly performance reports and periodic stewardship reports are prepared and issued to the Trustees by the Committeemiddot

The TEAMS Investment Committee calculates and monitors performance on a quarterly basis Quarterly

Ii performance is assessed and reported as at 31 March 30 June 30 September and 31 December each year

n Close TEAMS is responsible for selecting monitoring and if necessary replacing the specialist investment managers used for each TEAMS fund In discharging this duty Close TEAMS ensures that every decision taken is in the best interests of clients

Close TEAMS ensures transparency in selection and monitoring processes by having an independent member - representing client interests - sitting on the decision making body the TEAMS Investment

llrtmiddot ) Committee The independent member is dapital Cranfield Trustees a renowned independent trustee

company The TEAMS Investment Committeeshy

[1 1 Professionally interprets investment performance data and statistical analysis 2 Monitors managers on a continuous and consistent basis 3 Keeps risk tightlycontrolled

r-j 4 Evaluates why managers achieve (or fail to achieve) performance targets over meaningful and statistically significant time periods

5 Assesses the future performance potential of existing managers and potential replacement managers 6 Makes timely decisions on changing managers n TEAMS funds are held in insurance polices issued by Winterthur Life UK Limited a Credit Suisse Group Company

l_j Transaction Details

Valuation as 28 February 2010 No ofUnits Unit Price (pence) ValuetJ

TEAMS 6040 Global Eq 2 Outperform 1 286246 143Sp pound1845763u() TOT AL AT 26 FEBRUARY 2010 ~18457631

u --- shy

Performance (specified gross of fees)

TEAMS 6040 Global Equitie$ 2 Outperformance Fund LJ 1 yr to 31 Mar 501 (benchmark495) u 3yrs (annualized) 18 pa (benchmark 15) 5yrs (annualized) 76 pa (benchmark 82)

- - -- ~~--~------- ---~--shy~u--~- -nvestment~Management~Fees -- ~- - - - - -- - - - shy

Deducted from the unit pricing (rather than being charged directly to the client)

9 J 1J

n n

BOWER GROUP RETIREMENT BENEFITS SCHEMEmiddot

Legal amp General Assurance (Pensions Management) Limited

n The assets of the Scheme are invested in an insurance policy with Legal amp General Assurance (Pensions Management) Limited part ofthe Legal amp General Group which ls one of the largest financial institutions in the United Kingdom shyn The policy is designed for corporate and public sector Pension Schemes and takes full advantage of the tax exemptions available to an insurance policy ofthis type It is a unitised policy and the value of the units fluctuates directly in relation to the value or the value of the underlying assets All units are redeemable at bidmiddot prices that are calculated from independent external pricing resources The assets underlying the units are held by independent corporate custodians which are regularly reviewed by external auditors

Legal amp Generals investment brief is to apply cash flows to or from and make switches between the funds 11 shown below (which are sections within the policy) in accordance with instructions received from the Trustees or their authorised Administrators

n Transaction Details

Valuation as 28 February 2010 No of Units Unit Price (pence) Valuet] () 2037 Index-Linked Gilt 25009978 1152890p pound28833754

lj 2047 Index-Linked Gilt 25509237 1141650p pound29122620

2055 Index-Linked Gilt 20993495 1404210p - pound29479276

11 Cash 8954772 6303530p pound56446674

TOTAL AT 26 FEBRUARY 2010 ~14388232~

Notes Prices are based cm the value of the underlying securities at close of business on 26 February 2010 Activity for this pricing date is included in this valuation

lJ Investment Value and Distribution Value and Distribution Fund at 20 May 2009 at 1 March 2010

u GBP GBP

lJ 0 2037 Index-Linked Gilt 281422 200 289003 201

2047 Index-Linked Gilt 281028 200 292162 203

lJ 2055 Index-Linked Gilt

Cash

281027

564305

200

400

295740

564467

205

391

IJ Total Assets 1407782 1000 1441372 1000

Notes The unit prices for these valuations were based on market closing prices on the previous working day The values shown include any activity that took place on the valuation day

IJ f---~- ---P-erformance- --middotmiddot-~-middotmiddot-middot--middotmiddot---middot---middotmiddot-- -shy

1J~-- -_--- rh~ tirr1~ -w~ight~d i~v~t~~~t ~t~ms o-~-th~-s~h~-~~~ts--~~~e ~~-t~i~~~-- --~

lJ For the Cash Fund which is not index tracking the index returns shown in the table below are for comparison purposes only

lJ 10

u

~I n

BOWER GROUP RETIREMENT BENEFITS SCHEME

n Investment Sector Fund Fund Index

n 2037 Index-Linked Gilt +27 +27

2047 Index-Linked Gilt +40 +39n 2055 Index-Linked Gilt +52 +52

n Cash +04 +03

Total Assets +25 na

n ROYAL LONDON ASSET MANAGEMENT LTD - RLPPC UK CORPORATE BOND

1-1 1(~ I) FUND

Investment aim To outperform the benchmark (iBoxx Sterling Non-Gilt All Maturities Index) by 08 per annum n gross of fees

Custody Arrangements The Custodian for the Fund is HSBC Securities Services at 8 Canada Square London E14 5HQ I Fund performance _ During the period between the funds inception date on 20th May 2009 to 28th February 2010 the I RLPPC UK Corporate Bond Fund outperformed the benchmark The fund returned 179 during the period compared to middota benchmark return of 15

LJ The positive performance recorded was primarily due to the following key factors

bull The sector allocation decision to remain overweight in credit bonds relative toLJ supranational bonds

bull The overweight positions in the best performing sectors eg subordinated financials LJ L) structured real estate and social housing

The table below shows the performance of the fund net of fees) and the benchmark index for the three months ending 31 March 2010

LJ Fund) Benchmark) Relative )

Quarter 1 495 394 101

LJ 12 months 2983 2095 888 3 years pa 314 410 -096 5 years pa 385 420 o35 Since inception (pa) 638 588 050LJ

----~--~---shy-rnenunclreturns irnne a5ove-ta6le middotare net of fees -amiddotncnnclude the -impact ofcash holdings over

~ C -the peritrd~--- --- - - ~------ ~--- ~~~~------~~--~ ---~--~~--- -_-_ -- ---- ~- --~-----~ ~~~---~~ ~~~- ~~ ~shy

Portfolio Value Fund GBP) LJ 20th May 2009 141076286

LJ

I I J

11

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

281h February 2010 166374512

n n n n n u() 7 I

[_]

u LJ

LJ Cgt

LJ

LJ

LJ

Change over the period 25298226 Inflows (outflows) overthe period 00

Ten Largest Bond Holdings as at 31 March 2010

Royal Bank of Scotland 7 5 2024 Finance for Residence Soc Housing 1113 2058 General Electric Capital 55 Vrn 2066

Annington Finance No1 8 2021 Qm_~gon Healthcare 5333 Vrn 2035 Lloyds TSB Bank 75 15042024

KFW 55 2015 Phoenix Natural Gas Fin 55 2017

NRW Bank 2625 2012

HSBC Holdings 675 12028

Sector breakdown

12

12

09

09

09

08

08

08

08

08

Banks amp financial services

Consumer goods

Consumer Services Foreign fixed interest sovereigns

General industrials

UK government bonds

Insurance

Investment trusts

Real estate

Social Housing

Structured

f--- shy ~upranationalsamp-agencies--middot- ----shyLJ-~ ~~~T~lecommUnicaUons~~~--~~- ~---- ----------shy

Utility

J TOTAL

u

251277 47

34 44

32 11

00 40

27 00

03 5151 01

55 1635 0962 99210

-~et2-~------middot----middot-------middot--------- -- ---- -~sa------------ ----- -- --- ------shy---~3~--~-----------middot ~- __ ---------~~--~--~-middot-~-~

93116 1000010000

12

I iJ

BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

LJ

u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

~ I LJ

IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

n

r1 BOWER GROUP RETIREMENT BENEFITS SCHEME n Market Review n All Index returns are sourced from FTSE World Indices as quoted by Nomura FTSE and Datastream and quoted in sterling gross of fees (CAPS middotreturns are quoted net of fees)

n Ten Largest Equity Holdings as at 31 March 2010

Vodafone Group pie UK 43

GlaxoSmithKline pie UK 40 n Norway (Kingdom of) 65 15052013 UK 28

Smith amp Nephew PLC UK 24

11 ETFS Agriculture DJ -AIGSM UK 23

Deutsche Telecom AG UK 22

Millicom Intl Cellular UK 22~ (J Newcrest Mining Ltd UK 21

rl Roche Hldgs AG UK 20

Bayer AG UK 20

l-J Fund Performance

[j In order to measure the performance of the Fund the Manager participates in the RussellMellon CAPS Pooled Pension Fund Survey This service measures the performance of several similar pooled pension funds under discretionary management A summary of the results are detailed in the table below

LJ

)_J 12 months () 168 398

J l_) 3 years( pa)

5 years( pa)

105

118

33

85

u Source Newton as at 28 February 2010 unless otherwise stated

Returns are calculated using close of business offer prices net of fees

u The total value of the Newton Managed Intrepid Fund was pound1632278 as at 31 March 2010

LJ

~u~

J

8

r-1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n Close Teams LtdESCHER ( Formerly Escher UK Asset Management LTD) n Close TEAMS Limited operates a Manager of Managers service whereby the govermmce of the Schemes investments is delegated to a professional third party It operates sector specific funds run by individual fund n management houses selected for their exp-ertise by the TEAMS Investment Committee The TEAMS

n Investment Committee continually reviews the performance and suitability of these managers The Committee monitors the performance processes and personnel associated with each manager to ensure that appropriate managers are retained for each investment sector Quarterly performance reports and periodic stewardship reports are prepared and issued to the Trustees by the Committeemiddot

The TEAMS Investment Committee calculates and monitors performance on a quarterly basis Quarterly

Ii performance is assessed and reported as at 31 March 30 June 30 September and 31 December each year

n Close TEAMS is responsible for selecting monitoring and if necessary replacing the specialist investment managers used for each TEAMS fund In discharging this duty Close TEAMS ensures that every decision taken is in the best interests of clients

Close TEAMS ensures transparency in selection and monitoring processes by having an independent member - representing client interests - sitting on the decision making body the TEAMS Investment

llrtmiddot ) Committee The independent member is dapital Cranfield Trustees a renowned independent trustee

company The TEAMS Investment Committeeshy

[1 1 Professionally interprets investment performance data and statistical analysis 2 Monitors managers on a continuous and consistent basis 3 Keeps risk tightlycontrolled

r-j 4 Evaluates why managers achieve (or fail to achieve) performance targets over meaningful and statistically significant time periods

5 Assesses the future performance potential of existing managers and potential replacement managers 6 Makes timely decisions on changing managers n TEAMS funds are held in insurance polices issued by Winterthur Life UK Limited a Credit Suisse Group Company

l_j Transaction Details

Valuation as 28 February 2010 No ofUnits Unit Price (pence) ValuetJ

TEAMS 6040 Global Eq 2 Outperform 1 286246 143Sp pound1845763u() TOT AL AT 26 FEBRUARY 2010 ~18457631

u --- shy

Performance (specified gross of fees)

TEAMS 6040 Global Equitie$ 2 Outperformance Fund LJ 1 yr to 31 Mar 501 (benchmark495) u 3yrs (annualized) 18 pa (benchmark 15) 5yrs (annualized) 76 pa (benchmark 82)

- - -- ~~--~------- ---~--shy~u--~- -nvestment~Management~Fees -- ~- - - - - -- - - - shy

Deducted from the unit pricing (rather than being charged directly to the client)

9 J 1J

n n

BOWER GROUP RETIREMENT BENEFITS SCHEMEmiddot

Legal amp General Assurance (Pensions Management) Limited

n The assets of the Scheme are invested in an insurance policy with Legal amp General Assurance (Pensions Management) Limited part ofthe Legal amp General Group which ls one of the largest financial institutions in the United Kingdom shyn The policy is designed for corporate and public sector Pension Schemes and takes full advantage of the tax exemptions available to an insurance policy ofthis type It is a unitised policy and the value of the units fluctuates directly in relation to the value or the value of the underlying assets All units are redeemable at bidmiddot prices that are calculated from independent external pricing resources The assets underlying the units are held by independent corporate custodians which are regularly reviewed by external auditors

Legal amp Generals investment brief is to apply cash flows to or from and make switches between the funds 11 shown below (which are sections within the policy) in accordance with instructions received from the Trustees or their authorised Administrators

n Transaction Details

Valuation as 28 February 2010 No of Units Unit Price (pence) Valuet] () 2037 Index-Linked Gilt 25009978 1152890p pound28833754

lj 2047 Index-Linked Gilt 25509237 1141650p pound29122620

2055 Index-Linked Gilt 20993495 1404210p - pound29479276

11 Cash 8954772 6303530p pound56446674

TOTAL AT 26 FEBRUARY 2010 ~14388232~

Notes Prices are based cm the value of the underlying securities at close of business on 26 February 2010 Activity for this pricing date is included in this valuation

lJ Investment Value and Distribution Value and Distribution Fund at 20 May 2009 at 1 March 2010

u GBP GBP

lJ 0 2037 Index-Linked Gilt 281422 200 289003 201

2047 Index-Linked Gilt 281028 200 292162 203

lJ 2055 Index-Linked Gilt

Cash

281027

564305

200

400

295740

564467

205

391

IJ Total Assets 1407782 1000 1441372 1000

Notes The unit prices for these valuations were based on market closing prices on the previous working day The values shown include any activity that took place on the valuation day

IJ f---~- ---P-erformance- --middotmiddot-~-middotmiddot-middot--middotmiddot---middot---middotmiddot-- -shy

1J~-- -_--- rh~ tirr1~ -w~ight~d i~v~t~~~t ~t~ms o-~-th~-s~h~-~~~ts--~~~e ~~-t~i~~~-- --~

lJ For the Cash Fund which is not index tracking the index returns shown in the table below are for comparison purposes only

lJ 10

u

~I n

BOWER GROUP RETIREMENT BENEFITS SCHEME

n Investment Sector Fund Fund Index

n 2037 Index-Linked Gilt +27 +27

2047 Index-Linked Gilt +40 +39n 2055 Index-Linked Gilt +52 +52

n Cash +04 +03

Total Assets +25 na

n ROYAL LONDON ASSET MANAGEMENT LTD - RLPPC UK CORPORATE BOND

1-1 1(~ I) FUND

Investment aim To outperform the benchmark (iBoxx Sterling Non-Gilt All Maturities Index) by 08 per annum n gross of fees

Custody Arrangements The Custodian for the Fund is HSBC Securities Services at 8 Canada Square London E14 5HQ I Fund performance _ During the period between the funds inception date on 20th May 2009 to 28th February 2010 the I RLPPC UK Corporate Bond Fund outperformed the benchmark The fund returned 179 during the period compared to middota benchmark return of 15

LJ The positive performance recorded was primarily due to the following key factors

bull The sector allocation decision to remain overweight in credit bonds relative toLJ supranational bonds

bull The overweight positions in the best performing sectors eg subordinated financials LJ L) structured real estate and social housing

The table below shows the performance of the fund net of fees) and the benchmark index for the three months ending 31 March 2010

LJ Fund) Benchmark) Relative )

Quarter 1 495 394 101

LJ 12 months 2983 2095 888 3 years pa 314 410 -096 5 years pa 385 420 o35 Since inception (pa) 638 588 050LJ

----~--~---shy-rnenunclreturns irnne a5ove-ta6le middotare net of fees -amiddotncnnclude the -impact ofcash holdings over

~ C -the peritrd~--- --- - - ~------ ~--- ~~~~------~~--~ ---~--~~--- -_-_ -- ---- ~- --~-----~ ~~~---~~ ~~~- ~~ ~shy

Portfolio Value Fund GBP) LJ 20th May 2009 141076286

LJ

I I J

11

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

281h February 2010 166374512

n n n n n u() 7 I

[_]

u LJ

LJ Cgt

LJ

LJ

LJ

Change over the period 25298226 Inflows (outflows) overthe period 00

Ten Largest Bond Holdings as at 31 March 2010

Royal Bank of Scotland 7 5 2024 Finance for Residence Soc Housing 1113 2058 General Electric Capital 55 Vrn 2066

Annington Finance No1 8 2021 Qm_~gon Healthcare 5333 Vrn 2035 Lloyds TSB Bank 75 15042024

KFW 55 2015 Phoenix Natural Gas Fin 55 2017

NRW Bank 2625 2012

HSBC Holdings 675 12028

Sector breakdown

12

12

09

09

09

08

08

08

08

08

Banks amp financial services

Consumer goods

Consumer Services Foreign fixed interest sovereigns

General industrials

UK government bonds

Insurance

Investment trusts

Real estate

Social Housing

Structured

f--- shy ~upranationalsamp-agencies--middot- ----shyLJ-~ ~~~T~lecommUnicaUons~~~--~~- ~---- ----------shy

Utility

J TOTAL

u

251277 47

34 44

32 11

00 40

27 00

03 5151 01

55 1635 0962 99210

-~et2-~------middot----middot-------middot--------- -- ---- -~sa------------ ----- -- --- ------shy---~3~--~-----------middot ~- __ ---------~~--~--~-middot-~-~

93116 1000010000

12

I iJ

BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

LJ

u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

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IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

r-1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n Close Teams LtdESCHER ( Formerly Escher UK Asset Management LTD) n Close TEAMS Limited operates a Manager of Managers service whereby the govermmce of the Schemes investments is delegated to a professional third party It operates sector specific funds run by individual fund n management houses selected for their exp-ertise by the TEAMS Investment Committee The TEAMS

n Investment Committee continually reviews the performance and suitability of these managers The Committee monitors the performance processes and personnel associated with each manager to ensure that appropriate managers are retained for each investment sector Quarterly performance reports and periodic stewardship reports are prepared and issued to the Trustees by the Committeemiddot

The TEAMS Investment Committee calculates and monitors performance on a quarterly basis Quarterly

Ii performance is assessed and reported as at 31 March 30 June 30 September and 31 December each year

n Close TEAMS is responsible for selecting monitoring and if necessary replacing the specialist investment managers used for each TEAMS fund In discharging this duty Close TEAMS ensures that every decision taken is in the best interests of clients

Close TEAMS ensures transparency in selection and monitoring processes by having an independent member - representing client interests - sitting on the decision making body the TEAMS Investment

llrtmiddot ) Committee The independent member is dapital Cranfield Trustees a renowned independent trustee

company The TEAMS Investment Committeeshy

[1 1 Professionally interprets investment performance data and statistical analysis 2 Monitors managers on a continuous and consistent basis 3 Keeps risk tightlycontrolled

r-j 4 Evaluates why managers achieve (or fail to achieve) performance targets over meaningful and statistically significant time periods

5 Assesses the future performance potential of existing managers and potential replacement managers 6 Makes timely decisions on changing managers n TEAMS funds are held in insurance polices issued by Winterthur Life UK Limited a Credit Suisse Group Company

l_j Transaction Details

Valuation as 28 February 2010 No ofUnits Unit Price (pence) ValuetJ

TEAMS 6040 Global Eq 2 Outperform 1 286246 143Sp pound1845763u() TOT AL AT 26 FEBRUARY 2010 ~18457631

u --- shy

Performance (specified gross of fees)

TEAMS 6040 Global Equitie$ 2 Outperformance Fund LJ 1 yr to 31 Mar 501 (benchmark495) u 3yrs (annualized) 18 pa (benchmark 15) 5yrs (annualized) 76 pa (benchmark 82)

- - -- ~~--~------- ---~--shy~u--~- -nvestment~Management~Fees -- ~- - - - - -- - - - shy

Deducted from the unit pricing (rather than being charged directly to the client)

9 J 1J

n n

BOWER GROUP RETIREMENT BENEFITS SCHEMEmiddot

Legal amp General Assurance (Pensions Management) Limited

n The assets of the Scheme are invested in an insurance policy with Legal amp General Assurance (Pensions Management) Limited part ofthe Legal amp General Group which ls one of the largest financial institutions in the United Kingdom shyn The policy is designed for corporate and public sector Pension Schemes and takes full advantage of the tax exemptions available to an insurance policy ofthis type It is a unitised policy and the value of the units fluctuates directly in relation to the value or the value of the underlying assets All units are redeemable at bidmiddot prices that are calculated from independent external pricing resources The assets underlying the units are held by independent corporate custodians which are regularly reviewed by external auditors

Legal amp Generals investment brief is to apply cash flows to or from and make switches between the funds 11 shown below (which are sections within the policy) in accordance with instructions received from the Trustees or their authorised Administrators

n Transaction Details

Valuation as 28 February 2010 No of Units Unit Price (pence) Valuet] () 2037 Index-Linked Gilt 25009978 1152890p pound28833754

lj 2047 Index-Linked Gilt 25509237 1141650p pound29122620

2055 Index-Linked Gilt 20993495 1404210p - pound29479276

11 Cash 8954772 6303530p pound56446674

TOTAL AT 26 FEBRUARY 2010 ~14388232~

Notes Prices are based cm the value of the underlying securities at close of business on 26 February 2010 Activity for this pricing date is included in this valuation

lJ Investment Value and Distribution Value and Distribution Fund at 20 May 2009 at 1 March 2010

u GBP GBP

lJ 0 2037 Index-Linked Gilt 281422 200 289003 201

2047 Index-Linked Gilt 281028 200 292162 203

lJ 2055 Index-Linked Gilt

Cash

281027

564305

200

400

295740

564467

205

391

IJ Total Assets 1407782 1000 1441372 1000

Notes The unit prices for these valuations were based on market closing prices on the previous working day The values shown include any activity that took place on the valuation day

IJ f---~- ---P-erformance- --middotmiddot-~-middotmiddot-middot--middotmiddot---middot---middotmiddot-- -shy

1J~-- -_--- rh~ tirr1~ -w~ight~d i~v~t~~~t ~t~ms o-~-th~-s~h~-~~~ts--~~~e ~~-t~i~~~-- --~

lJ For the Cash Fund which is not index tracking the index returns shown in the table below are for comparison purposes only

lJ 10

u

~I n

BOWER GROUP RETIREMENT BENEFITS SCHEME

n Investment Sector Fund Fund Index

n 2037 Index-Linked Gilt +27 +27

2047 Index-Linked Gilt +40 +39n 2055 Index-Linked Gilt +52 +52

n Cash +04 +03

Total Assets +25 na

n ROYAL LONDON ASSET MANAGEMENT LTD - RLPPC UK CORPORATE BOND

1-1 1(~ I) FUND

Investment aim To outperform the benchmark (iBoxx Sterling Non-Gilt All Maturities Index) by 08 per annum n gross of fees

Custody Arrangements The Custodian for the Fund is HSBC Securities Services at 8 Canada Square London E14 5HQ I Fund performance _ During the period between the funds inception date on 20th May 2009 to 28th February 2010 the I RLPPC UK Corporate Bond Fund outperformed the benchmark The fund returned 179 during the period compared to middota benchmark return of 15

LJ The positive performance recorded was primarily due to the following key factors

bull The sector allocation decision to remain overweight in credit bonds relative toLJ supranational bonds

bull The overweight positions in the best performing sectors eg subordinated financials LJ L) structured real estate and social housing

The table below shows the performance of the fund net of fees) and the benchmark index for the three months ending 31 March 2010

LJ Fund) Benchmark) Relative )

Quarter 1 495 394 101

LJ 12 months 2983 2095 888 3 years pa 314 410 -096 5 years pa 385 420 o35 Since inception (pa) 638 588 050LJ

----~--~---shy-rnenunclreturns irnne a5ove-ta6le middotare net of fees -amiddotncnnclude the -impact ofcash holdings over

~ C -the peritrd~--- --- - - ~------ ~--- ~~~~------~~--~ ---~--~~--- -_-_ -- ---- ~- --~-----~ ~~~---~~ ~~~- ~~ ~shy

Portfolio Value Fund GBP) LJ 20th May 2009 141076286

LJ

I I J

11

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

281h February 2010 166374512

n n n n n u() 7 I

[_]

u LJ

LJ Cgt

LJ

LJ

LJ

Change over the period 25298226 Inflows (outflows) overthe period 00

Ten Largest Bond Holdings as at 31 March 2010

Royal Bank of Scotland 7 5 2024 Finance for Residence Soc Housing 1113 2058 General Electric Capital 55 Vrn 2066

Annington Finance No1 8 2021 Qm_~gon Healthcare 5333 Vrn 2035 Lloyds TSB Bank 75 15042024

KFW 55 2015 Phoenix Natural Gas Fin 55 2017

NRW Bank 2625 2012

HSBC Holdings 675 12028

Sector breakdown

12

12

09

09

09

08

08

08

08

08

Banks amp financial services

Consumer goods

Consumer Services Foreign fixed interest sovereigns

General industrials

UK government bonds

Insurance

Investment trusts

Real estate

Social Housing

Structured

f--- shy ~upranationalsamp-agencies--middot- ----shyLJ-~ ~~~T~lecommUnicaUons~~~--~~- ~---- ----------shy

Utility

J TOTAL

u

251277 47

34 44

32 11

00 40

27 00

03 5151 01

55 1635 0962 99210

-~et2-~------middot----middot-------middot--------- -- ---- -~sa------------ ----- -- --- ------shy---~3~--~-----------middot ~- __ ---------~~--~--~-middot-~-~

93116 1000010000

12

I iJ

BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

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u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

~ I LJ

IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

n n

BOWER GROUP RETIREMENT BENEFITS SCHEMEmiddot

Legal amp General Assurance (Pensions Management) Limited

n The assets of the Scheme are invested in an insurance policy with Legal amp General Assurance (Pensions Management) Limited part ofthe Legal amp General Group which ls one of the largest financial institutions in the United Kingdom shyn The policy is designed for corporate and public sector Pension Schemes and takes full advantage of the tax exemptions available to an insurance policy ofthis type It is a unitised policy and the value of the units fluctuates directly in relation to the value or the value of the underlying assets All units are redeemable at bidmiddot prices that are calculated from independent external pricing resources The assets underlying the units are held by independent corporate custodians which are regularly reviewed by external auditors

Legal amp Generals investment brief is to apply cash flows to or from and make switches between the funds 11 shown below (which are sections within the policy) in accordance with instructions received from the Trustees or their authorised Administrators

n Transaction Details

Valuation as 28 February 2010 No of Units Unit Price (pence) Valuet] () 2037 Index-Linked Gilt 25009978 1152890p pound28833754

lj 2047 Index-Linked Gilt 25509237 1141650p pound29122620

2055 Index-Linked Gilt 20993495 1404210p - pound29479276

11 Cash 8954772 6303530p pound56446674

TOTAL AT 26 FEBRUARY 2010 ~14388232~

Notes Prices are based cm the value of the underlying securities at close of business on 26 February 2010 Activity for this pricing date is included in this valuation

lJ Investment Value and Distribution Value and Distribution Fund at 20 May 2009 at 1 March 2010

u GBP GBP

lJ 0 2037 Index-Linked Gilt 281422 200 289003 201

2047 Index-Linked Gilt 281028 200 292162 203

lJ 2055 Index-Linked Gilt

Cash

281027

564305

200

400

295740

564467

205

391

IJ Total Assets 1407782 1000 1441372 1000

Notes The unit prices for these valuations were based on market closing prices on the previous working day The values shown include any activity that took place on the valuation day

IJ f---~- ---P-erformance- --middotmiddot-~-middotmiddot-middot--middotmiddot---middot---middotmiddot-- -shy

1J~-- -_--- rh~ tirr1~ -w~ight~d i~v~t~~~t ~t~ms o-~-th~-s~h~-~~~ts--~~~e ~~-t~i~~~-- --~

lJ For the Cash Fund which is not index tracking the index returns shown in the table below are for comparison purposes only

lJ 10

u

~I n

BOWER GROUP RETIREMENT BENEFITS SCHEME

n Investment Sector Fund Fund Index

n 2037 Index-Linked Gilt +27 +27

2047 Index-Linked Gilt +40 +39n 2055 Index-Linked Gilt +52 +52

n Cash +04 +03

Total Assets +25 na

n ROYAL LONDON ASSET MANAGEMENT LTD - RLPPC UK CORPORATE BOND

1-1 1(~ I) FUND

Investment aim To outperform the benchmark (iBoxx Sterling Non-Gilt All Maturities Index) by 08 per annum n gross of fees

Custody Arrangements The Custodian for the Fund is HSBC Securities Services at 8 Canada Square London E14 5HQ I Fund performance _ During the period between the funds inception date on 20th May 2009 to 28th February 2010 the I RLPPC UK Corporate Bond Fund outperformed the benchmark The fund returned 179 during the period compared to middota benchmark return of 15

LJ The positive performance recorded was primarily due to the following key factors

bull The sector allocation decision to remain overweight in credit bonds relative toLJ supranational bonds

bull The overweight positions in the best performing sectors eg subordinated financials LJ L) structured real estate and social housing

The table below shows the performance of the fund net of fees) and the benchmark index for the three months ending 31 March 2010

LJ Fund) Benchmark) Relative )

Quarter 1 495 394 101

LJ 12 months 2983 2095 888 3 years pa 314 410 -096 5 years pa 385 420 o35 Since inception (pa) 638 588 050LJ

----~--~---shy-rnenunclreturns irnne a5ove-ta6le middotare net of fees -amiddotncnnclude the -impact ofcash holdings over

~ C -the peritrd~--- --- - - ~------ ~--- ~~~~------~~--~ ---~--~~--- -_-_ -- ---- ~- --~-----~ ~~~---~~ ~~~- ~~ ~shy

Portfolio Value Fund GBP) LJ 20th May 2009 141076286

LJ

I I J

11

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

281h February 2010 166374512

n n n n n u() 7 I

[_]

u LJ

LJ Cgt

LJ

LJ

LJ

Change over the period 25298226 Inflows (outflows) overthe period 00

Ten Largest Bond Holdings as at 31 March 2010

Royal Bank of Scotland 7 5 2024 Finance for Residence Soc Housing 1113 2058 General Electric Capital 55 Vrn 2066

Annington Finance No1 8 2021 Qm_~gon Healthcare 5333 Vrn 2035 Lloyds TSB Bank 75 15042024

KFW 55 2015 Phoenix Natural Gas Fin 55 2017

NRW Bank 2625 2012

HSBC Holdings 675 12028

Sector breakdown

12

12

09

09

09

08

08

08

08

08

Banks amp financial services

Consumer goods

Consumer Services Foreign fixed interest sovereigns

General industrials

UK government bonds

Insurance

Investment trusts

Real estate

Social Housing

Structured

f--- shy ~upranationalsamp-agencies--middot- ----shyLJ-~ ~~~T~lecommUnicaUons~~~--~~- ~---- ----------shy

Utility

J TOTAL

u

251277 47

34 44

32 11

00 40

27 00

03 5151 01

55 1635 0962 99210

-~et2-~------middot----middot-------middot--------- -- ---- -~sa------------ ----- -- --- ------shy---~3~--~-----------middot ~- __ ---------~~--~--~-middot-~-~

93116 1000010000

12

I iJ

BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

LJ

u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

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~ I LJ

IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

~I n

BOWER GROUP RETIREMENT BENEFITS SCHEME

n Investment Sector Fund Fund Index

n 2037 Index-Linked Gilt +27 +27

2047 Index-Linked Gilt +40 +39n 2055 Index-Linked Gilt +52 +52

n Cash +04 +03

Total Assets +25 na

n ROYAL LONDON ASSET MANAGEMENT LTD - RLPPC UK CORPORATE BOND

1-1 1(~ I) FUND

Investment aim To outperform the benchmark (iBoxx Sterling Non-Gilt All Maturities Index) by 08 per annum n gross of fees

Custody Arrangements The Custodian for the Fund is HSBC Securities Services at 8 Canada Square London E14 5HQ I Fund performance _ During the period between the funds inception date on 20th May 2009 to 28th February 2010 the I RLPPC UK Corporate Bond Fund outperformed the benchmark The fund returned 179 during the period compared to middota benchmark return of 15

LJ The positive performance recorded was primarily due to the following key factors

bull The sector allocation decision to remain overweight in credit bonds relative toLJ supranational bonds

bull The overweight positions in the best performing sectors eg subordinated financials LJ L) structured real estate and social housing

The table below shows the performance of the fund net of fees) and the benchmark index for the three months ending 31 March 2010

LJ Fund) Benchmark) Relative )

Quarter 1 495 394 101

LJ 12 months 2983 2095 888 3 years pa 314 410 -096 5 years pa 385 420 o35 Since inception (pa) 638 588 050LJ

----~--~---shy-rnenunclreturns irnne a5ove-ta6le middotare net of fees -amiddotncnnclude the -impact ofcash holdings over

~ C -the peritrd~--- --- - - ~------ ~--- ~~~~------~~--~ ---~--~~--- -_-_ -- ---- ~- --~-----~ ~~~---~~ ~~~- ~~ ~shy

Portfolio Value Fund GBP) LJ 20th May 2009 141076286

LJ

I I J

11

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

281h February 2010 166374512

n n n n n u() 7 I

[_]

u LJ

LJ Cgt

LJ

LJ

LJ

Change over the period 25298226 Inflows (outflows) overthe period 00

Ten Largest Bond Holdings as at 31 March 2010

Royal Bank of Scotland 7 5 2024 Finance for Residence Soc Housing 1113 2058 General Electric Capital 55 Vrn 2066

Annington Finance No1 8 2021 Qm_~gon Healthcare 5333 Vrn 2035 Lloyds TSB Bank 75 15042024

KFW 55 2015 Phoenix Natural Gas Fin 55 2017

NRW Bank 2625 2012

HSBC Holdings 675 12028

Sector breakdown

12

12

09

09

09

08

08

08

08

08

Banks amp financial services

Consumer goods

Consumer Services Foreign fixed interest sovereigns

General industrials

UK government bonds

Insurance

Investment trusts

Real estate

Social Housing

Structured

f--- shy ~upranationalsamp-agencies--middot- ----shyLJ-~ ~~~T~lecommUnicaUons~~~--~~- ~---- ----------shy

Utility

J TOTAL

u

251277 47

34 44

32 11

00 40

27 00

03 5151 01

55 1635 0962 99210

-~et2-~------middot----middot-------middot--------- -- ---- -~sa------------ ----- -- --- ------shy---~3~--~-----------middot ~- __ ---------~~--~--~-middot-~-~

93116 1000010000

12

I iJ

BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

LJ

u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

~ I LJ

IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

281h February 2010 166374512

n n n n n u() 7 I

[_]

u LJ

LJ Cgt

LJ

LJ

LJ

Change over the period 25298226 Inflows (outflows) overthe period 00

Ten Largest Bond Holdings as at 31 March 2010

Royal Bank of Scotland 7 5 2024 Finance for Residence Soc Housing 1113 2058 General Electric Capital 55 Vrn 2066

Annington Finance No1 8 2021 Qm_~gon Healthcare 5333 Vrn 2035 Lloyds TSB Bank 75 15042024

KFW 55 2015 Phoenix Natural Gas Fin 55 2017

NRW Bank 2625 2012

HSBC Holdings 675 12028

Sector breakdown

12

12

09

09

09

08

08

08

08

08

Banks amp financial services

Consumer goods

Consumer Services Foreign fixed interest sovereigns

General industrials

UK government bonds

Insurance

Investment trusts

Real estate

Social Housing

Structured

f--- shy ~upranationalsamp-agencies--middot- ----shyLJ-~ ~~~T~lecommUnicaUons~~~--~~- ~---- ----------shy

Utility

J TOTAL

u

251277 47

34 44

32 11

00 40

27 00

03 5151 01

55 1635 0962 99210

-~et2-~------middot----middot-------middot--------- -- ---- -~sa------------ ----- -- --- ------shy---~3~--~-----------middot ~- __ ---------~~--~--~-middot-~-~

93116 1000010000

12

I iJ

BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

LJ

u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

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n I l

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BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

BOWER GROUP RETIREMENT BENEFITS SCHEME

AVCINVESTMENT

The Trustees hold assets invested separately from the main fund in the form of either individual accounts with Bristol amp West (Bank of Ireland Group) or individual funds managed by Clerical Medical

During the Scheme year no additional voluntary contributions (AVCs) were made Each member receives an annual statement at the year end confirming the amount held in their account and the movements in the year

FURTHER INFORMATION

Further disclosures required by legislation are included in the compliance statement Requests for additional information about the Scheme generally or queries relating to members own benefits should be made to Sterling Pension Management Limited City Reach 5 Greenwich View Place Millharbour London E14 9NN telephone no 020 7537 6930

Signed on behalf of the Trustees

fdpound- ~cJt-e Trustee Date~~ Date

13

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

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~)

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BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

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n I l

n n n n ll0

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BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

BOWER GROUP RETIREMENT BENEFITS SCHEME

INDEPENDENT AUDITORS REPORT to the Trustees of the Bower Group Retirement Benefits Pension Scheme

We have audited the financial statements on pages 16 to 22

This report is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors 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 scheme and the schemes trustees as a body for our audit work for this report or for the opinions we have formed

Respective responsibilities of the trustees and the auditors The trustees responsibilities for obtaining an annual report including audited financial statements prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Trustees Responsibilities

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board

We report to you our opinion as to whether the financial statements show a true and fair view and contain the information required by the relevant legislation We also report to you if in our opinion we have not received all the information and explanations we require for our audit or if the information specified by law is not disclosed

We read other information contained in the annual report and consider the implications for our report if we Imiddot become aware of any apparent misstatements or material inconsistencies with the financial statements The other information comprises [the Trustees Report the Investment Report the Actuarial Statement the Actuarial Certificate the Compliance Statement and the Members 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 It also includes an assessment of the significant estimates and judgements made by the trustees in the preparation of the financial statements and of whether the accounting policies are appropriate to the Schemes circumstances consistently applied and adequately disclosed

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement whether caused by fraud or other irregularity or error In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements

Opinion In our opinion the financial statements show a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the financial transactions of the Scheme during the scheme year ended 28 February 2010 and of the amount and disposition at that date of its assets and liabilities other than liabilities to pay pensions and benefits after the end of the year and contain the information specified in Regulation 3 of and the Schedule to the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 made under the Pensions Act 1995

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

_Q)(b Date

14

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

LJ

u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

~ I LJ

IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

BOWER GROUP RETIREMENT BENEFITS SCHEME

Independent Auditors Statement about Contributions under Regulation 4 of The Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations 1996 to the Trustees of the Bower Group Retirement Benefits Scheme

We have examined the summary of contributions payable to the Bower Group Retirement Benefits Scheme on page 16 in respect of the scheme year ended 28 February 2010

This statement is made solely to the schemes trustees as a body in accordance with the Pensions Act 1995 Our audit work has been undertaken so that we might state to the schemes trustees those matters we are required to state to them in an auditors statement and for no other purpose To the fullest extent permitted by law we do not accept or assume responsibility to anyone other than the scheme and the schemes trustees as a body for our audit work for this statement or for the opinions we have formed

Respective responsibilities of trustees and auditors As described on page 4 the schemes trustees are responsible for ensuring that there is prepared maintained and from time to time revised a schedule of contributions which sets out the rates and due dates of certain contributions payable towards the scheme by or on behalf of the employer and the active members of the scheme The trustees are also responsible for keeping records in respect of contributions received in respect of any active member of the scheme and for monitoring whether contributions are made to the scheme by the employer in accordance with the schedule of contributions

It is our responsibility to provide a statement about contributions paid under the schedule of contributions and to report our opinion to you

Basis of statement about contributions We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to give reasonable assurance that contributions reported in the attached summary of contributions have in all material respects been paid at least in accordance with the relevant requirements For this purpose the work that we carried out included examination on a test basis of evidence relevant to the amounts of contributions payable to the scheme and the timing of those payments under the schedule of contributions Our Statement about contributions is required to refer to those breaches of the schedule of contributions which come to our attention in the course of our work

Statement about contributions In our opinion the contributions for the scheme year ended 28 February 2010 as reported in the attached summary of contributions on page 16 have in all material respects been paid at least in accordance with the schedule of contributions certified by the actuary on 22 April 2010

BAKER TILLY UK AUDIT LLP

Registered Auditor 2 Whitehall Quay Leeds LS1 4HG

15

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

LJ

u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

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I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

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IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

----

----

BOWER GROUP RETIREMENT BENEFITS SCHEME

SUMMARY OF CONTRIBUTIONS PAID IN THE YEAR ENDED

28 FEBRUARY 2010

During the year the contributions paid to the scheme by the Employer under the Schedule of Contributions were as follows

Contributions paid under the Schedule of Contributions

A Employer

B Employee

Contributions paid not included on the Schedule of Contributions

C Employer

D Contributions receivable per Fund Account

Signed on behalf of the Trustees

pound

- Normal Nil

- Normal Nil

- Normal 105006 - Special Nil

~ O~e

Sf1vJvtL A J Y ~

Date chv

pound

Nil

105006

105006

16

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

LJ

u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

~ I LJ

IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

n BOWER GROUP RETIREMENT BENEFITS SCHEME n FINANCIAL STATEMENTS

n FUND ACCOUNT FOR YEAR ENDED 28 FEBRUARY 2010

n Note 2010 2009 Member related transactions

pound pound pound pound n Additions Contributions 3 105006 388628 Other Income 4 15610 32987

tl 120616 421615

Withdrawalsn Benefits 5 (110042) (97918) Leavers 6 (52457) (76195) Administrative expenses 7 (198727 23143211 (-) (361 226) (405545)

-~ Net additions from Member related transactions (240610) 16070

l Returns on investments Change in market value of investments 8 1215027 1676854[j Net returns on investment 1215027 (1676854)

l i Net (decrease)increase in the 974417 (1660784) fund

l I Net Assets at 29 February 2009 6111294 7772078

uu Net Assets at 28 February 2010 7085711 6111294

LJ The notes on pages 19 to 22 form part of these financial statements

LJ

LJ

I

j

u 17

i_j

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

LJ

u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

~ I LJ

IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

l

BOWER GROUP RETIREMENT BENEFITS SCHEME

NET ASSETS STATEMENT FOR YEAR ENDED 28 FEBRUARY 2010

Note 2010 2009

pound pound

Investments 8 6627674 5404681

Current Assets 9 677571 990242

Current Liabilities 10 (219534) (283629)

Net Assets at 28 February 201 0 7085711 6111294

The Financial Statements summarise the transactions of the Scheme and deal with the net assets at the disposal of the Trustees They do not take account of obligations to pay pensions and other benefits which fall due after the end of the Scheme year The actuarial position of the Scheme which takes account of such obligations is dealt within the statements by the Actuary (appended to this report) and these financial statements should be read in conjunction with them

The notes on pages 19 to 22 form part of these financial statements

The financial statements on pages 16 to 22 were approved by the Trustees

z~ rol-U Jot a on lt1-

Signed on behalf of the Trustees

) (efj Q W -~ Trustee

Sft0J~ 6 Trustee

18

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

LJ

u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

~ I LJ

IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

n n

BOWER GROUP RETIREMENT BENEFITS SCHEME

NOTES TO THE FINANCIAL STATEMENTS- 28 FEBRUARY 2010

n n 1 BASIS OFPREPARATION

The financial statements have been prepared in accordance with the Occupational Pension Schemes (Requirement to obtain Audited Accounts and a Statement from the Auditor) Regulations n 1996 and with the guidefines set out in the Statement of Recommended Practice (2007) Financial Reports of Pension Schemes

n 2 ACCOUNTING POLICIES

n 21 Accruals Concept

7 The financial statements have been prepared on an accruals basis )I I

-

22 Fund Account

n i) Contribution Income

11 The employer and employee contributions relate to the wages and salaries earned and deducted up to the year end using the rates agreed between the Trustees and the employer based on the recommendations of the Actuary

ii) Benefits 1 l

Benefits payable represent all valid benefit claims in respect of the Scheme year

lL iii) Transfers

Individual transfer values represent the amounts received or paid during the year Allu the values are based on methods and assumptions determined by the Actuary for the Trustees

l 1 (J iv) Administrative Expenses ~-shy

Administrative expenses are met by the Scheme

lJ v) Investments

Managed fund units are stated at bid price at the year end quoted by the fund LJ managers as at 28 February 2010

The change in market value of investments during the year comprises all increases LJ and decreases in the market value of investments held at any time during the year

________ -~---i11cluding_profits__ and-losses-realised-on-the-sales-0f-investments-dur-ing-the-year--~-~-~--~--------shy

LJ

LJ

l j

19

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

LJ

u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

~ I LJ

IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

------------------- ----

r-1

n BOWER GROUP RETIREMENT BENEFITS SCHEME

n n 3 CONTRIBUTIONS

n 2010

pound

n Employer- Normal (under Schedule of Contributions)

fl Normal 105006 (nof included in-Schedule ofContributions)n 105006

t I ) 4 OTHER INCOME

pound

Interest on cash deposits 485 Annuities 15125

ll Other 15610

j 5 BENEFITS

I_I pound

Pensions 110042

ll 110042

uu 6 PAYMENTS RELATED TO LEAVERS

ll pound

Lump sum payments and death benefits 52457 Individual transfers to other schemes

52457LJ

lJ 1--------- -- ----- --------- - shy

-UshyJ ~

20

j

2009

pound

288000

100628

388628

pound

17112 15125

750 32987

pound

97918 97918

pound

58104 18091 76195

---- ---------~---shy

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

LJ

u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

~ I LJ

IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

--

----

-

r n n n 11

n j (Jl middot-

~)

rJ

[l

u u uu u u u

-LJ

LJ

u lj

BOWER GROUP RETIREMENT BENEFITS SCHEME

7 ADMINISTRATIVE EXPENSES

Legal Fees Actuarial AdministrationPension Consultancy Audit Audit overprovision Bank charges

2010 2009

pound pound

2500 13110 2790 8178

195209 206032 3750 3750

(5938) 416 362

198727 231432

Investment management charges are deducted by an adjustment to the daily unit price

8 INVESTMENT

AXA Sun Life Mixed Close Teams Newton Intrepid Bristol ampWest (Bank of Ireland) Clerical Medical Royal London Legal amp General

Value at 132009

Purchases at cost

Sales at cost

Change In market

value

Value at 2822010

pound pound pound pound pound

694249 3791795

849500 546911

(688646) (2671824)

(5603) 725792 203730

1845763 1600141

48603 20534

--

5404681

1410763 1410763 3368487 (3360470

7516 252982

30609 1215026

48603 28050

1663745 1441372 6627674

AVC investment comprised the following

Bristol amp West (Bank of Ireland) Clerical Medical Clerical Medical

Unit Linked With Profits

21

2010

pound

48603 26581

____1_46_9_ ----~----66middot53shy

2009

pound

48603 19094 1440

-----~-~-~-middot middot 69~137-~ ---- - shy

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

~ I LJ

IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

1 BOWER GROUP RETIREMENT BENEFITS SCHEME

n n n n n ii l-1 )

l-1

11

I_ j

IJ u 1U i_J

u LJ IJ

l

9 CURRENT ASSETS

Cash deposits held Others

10 CURRENT LIABILITIES

Pension Accrual Lump sum Other HMRC Professional Fees Reimbursable to Employer

11 POST NET ASSETS STATEMENT EVENTS

2010 2009

pound pound

373857 671128 303714 319114 67571 990242

2010 2009 pound pound

46941 46941 2649 2649

522 522 55971 52336

3750 83885 109701 97296 219534 283629

There were no post net assets statement events for the year under review

12 EMPLOYER RELATED TRANSACTIONS

During the Scheme year the Principal Employer paid the pension payroll The Scheme reimbursed the Principal Employer each month the total reimbursement for the Scheme year being pound110042 (2009 pound97918)

----- -------~shy

LJ 22

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

~ I LJ

IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

=--=--- ---~-~ -- bull -~ --- -- bullbull------ --- --- ------- - ------ -- - - - - ------ ~---- -- shy

23

r1 7

I

n I l

n n n n ll0

n -1 I

lJ

IJ l_j

J(J

i I l___j

u LJ

~ I LJ

IJ J

BOWER GROUP RETIREMENT BENEFITS SCHEME

COMPLIANCE STATEMENT

The purpose of this compliance statement is to disclose some additional information required by law but which is not considered to be of such significance to Scheme members that it requires the more prominent disclosure afforded by inclusion in the Trustees report

CONSTITUTION

The Bower Group Retirement Benefits Scheme is governed by the Consolidated Trust Deed and Rules dated 28 July 2000

TAXATION STATUS

The Scheme is exempt approved under Chapter I Part XIV of the Income and Corporation Taxes Act 1988 The reference number ismiddotSF44428 The Trustees know of no reason why this approval maybe-prej11diced or withdrawn shy

PENSION INCREASES

No increases to pensions in payment other than those required by statute were made during the year under review

CALCULATION- OF TRANSFER VALUES

Cash equivalents paid during the Scheme year with respect to transfers have been calculated and verified in the manner prescribed by the Pension Schemes Act 1993

No increases to pensions in payment are allowed for in the calculation of transfer values other than that required by statute

INVESTMENT

The Scheme has no employeMelated investments within the meaning of section 40(2) of the Pensions Act 1995

All investment managers appointed on behalf of the Trustees to manage funds under section 34( 4) ofthe Pensions Act 1995 are appropriately authorised under the Financial Services Act 1986 to manage investments or are specifically exempt from the requirements of the Act All investment managers appointed have the appropriate knowledge and experience necessary to manage the particular investments delegated to them

A Statement of Investment Principles has been produced as required by section 35 of the Pensions Act 1995 and is available on request middot

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