Business

the right way

Annual Report and Financial Statements

for the year ended 30 June 2022

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Strategic Report

00 Investment case

00 Headlines

00 At a glance

00 Chair’s statement

00 Chief Executive’s review

00 Case study – Celebrating

ourpeople

00 Business model

00 Strategy

00 Stakeholder engagement

00 Key performance indicators/

operational measures

00 Review of operations

00 Sustainability report

00 Financial review

00 Risks and uncertainties

facingthe business

00 Going concern and

viabilitystatement

Our Governance

00 Board of Directors

00 Corporate governance report

00 Audit Committee report

00 Nomination Committee report

00 Directors’ remuneration report

00 Directors’ report and other

statutory information

00 Statement of Directors’

responsibilities

Financial Statements

00 Independent auditors’ report

00 Consolidated income statement

00 Consolidated statement of

comprehensive income

00 Balance sheets

00 Statements of changes

inequity

00 Cash flow statements

00 Notes to the financial

statements

00 Pro forma five year financial

summary (unaudited)

00 Advisors and

corporatecalendar

OUR PURPOSE

Helping our customers

todo the right business

in the right way

Stay up to date with our website

www.wilmingtonplc.com

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Purpose driven

We empower our customers to do the right business in the right way, by

providing them with a complementary range of information and data and training

& education solutions via single technology platforms. Our unique offering is

underpinned by a set of core competencies that, in combination, drive

sustainable value creation for our stakeholders.

Diverse and resilient

The resilience of our portfolio is enhanced by a diverse

customer base and low customer concentration.

Single technology platforms and

digital innovation

Attractive portfolio of digital-first data & information

assets and innovative digital learning solutions

delivered via single technology platforms.

Agile and customer led

Strong customer-led product management culture,

reinforced by agile approach to hybrid delivery formats.

Responsible business culture

Commitment to customers echoed by the responsible

business culture embedded across the Group.

Why invest?

Unique GRC platform

Powerful combination of well-recognised brands in

information and data and training & education

solutions, serving the resilient and growing

Governance, Risk and Compliance market.

27+

years’ experience

High proportion of

recurringrevenues

Consistent and sustainable revenue streams, with a

focus on recurring subscription and membership

revenues with high renewal rates.

37%

subscription and membership revenue

High conversion of operating profit

into cash

Strongly cash generative business reflectedby

114%

conversion of operatingprofit into cash

Commitment to dividends

[•]p

total dividend

Investment case

approach

aligned to

growing GRC

markets]

[Digital first

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[Digitalisation

drives success]

[Headlines]

Financial performance

• 13% organic revenue growth driven by successful

digitalisation programme, new product investment

and return to FTF[

events (organic revenue growth

5% excluding FTF)

• Training and Education division delivered 18%

organic growth; Intelligence division 10%

• Excluding face-to-face events organic revenue

growth 5%

• Annually recurring revenues grew 5ppts, now 37%

of Group revenues

• Adjusted profit before tax up 38% to £20.7m

(2021:£15.0m) reflecting continuing efficiencies

odigital-firstmodel

• Strategic sale of AMT for £23.4m before

completion adjustments

• Net cash[

at 30 June 2022 £20.5m (2021: net

debt £17.2m) reflecting strong trading performance,

effective cash management strategies and sale

ofsubsidiaries and property

• Strong cash conversion[

of 114% (2021: 104%)

• Investments driving strategic progress, future

growth plans enhanced by development of single

technology platforms in each division

• Further embedded cultural ambitions, bolstered

bycommitments to Race at Work Charter,

Inclusiveemployers and Disability Confidence

• Committed Net Zero carbon targets

“Our resilient organic[

growth strategy is

delivering, with our new operating model

successfully embedded to enhance our position

in the large, expanding and rapidly evolving GRC

and Regulatory Compliance markets.

Our streamlined portfolio and the restructured

operating model have underpinned a year

ofsuccess. Wehave delivered our strategic

objectives to grow organically, invest in our

business and actively manage our portfolio

ofbrands.

The investments we have made in technology

and data are accelerating our growth ambitions

as we develop single technology platforms in

each division. These investments are enhancing

our position by creating a scalable portfolio of

assets that are strongly aligned to the dynamic

GRC market.”

Mark Milner

Chief Executive Officer

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[Headlines continued]

2018 2019 2020 2021 2022

Revenues for the year £’m

£121.0m

+7%

Adjusted earnings per share

18.66p

+ 37%

Adjusted EBITA £’m

£21.6m

+30%

Total dividends p

[•]p

Adjusted profit before tax

£’m

£20.7m

+38%

Group net cash/(debt)

(excluding lease liabilities)

£’m

£20.5m

121.0

18.66

21.6

[•]

113.0

13.62

16.6

15.0

(17.2)

113.1

10.71

14.0

9.1

6.0

11.9

(27.7)

122.5

17.44

21.5

9.1

19.3

(33.9)

121.3

19.80

23.8

8.8

21.8

(39.6)

Organic

revenue growth %

13%

2021: up 3%

Basic earnings/(loss)

per share p

36.98

2021: (5.18)p

Adjusted profit before

taxmargin %

17%

2021: 13%

Final dividend p

[•]p

2021: 3.9p

Profit/(loss) before

taxation £’m

£36.1m

2021: £(2.0)m

Strong cash conversion

at %

114%

2021: 104%

1 Adjusted profit before tax – see note 2

2 Adjusted basic earnings per share – see note 9

4 FTF - face-to-face

5 Net cash/(debt) includes cash and cash equivalents, bank loans (excluding capitalised loan arrangement fees) and bank overdrafts but excludes lease liabilities

6 Cash conversion – see note 30

9 Organic – eliminating the effects of exchange rate fluctuations and the impact of acquisitions and disposals

20.5

20.7

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tracked. Also numbering is not right in word doc.

At a glance

Wilmington is a scalable portfolio in the resilient and

expansive Governance, Risk and Compliance (‘GRC’)

market, providing solutions to enterprise customers and

professionals from a broad range of industries.

Our customers operate within a complex array of legal,

political and regulatory frameworks, all dictated by the

ever-evolving regulatory landscape. We help them to

navigate this complexity and respond to emerging areas

of risk by providing a complementary range of solutions

via single technology platforms. Our intelligence gives

customers the detailed insight they need to understand

the regulatory landscape, and our specialist training

equips them to navigate it successfully.

Our solutions are focused on real-world outcomes and

are based on significant and defendable intellectual

property built up over many years. Our teams of

experienced industry practitioners and talented subject

matter experts are central to our unique offering. We are

proud to be recognised by our customers as a trusted and

valued partner as we help them navigate their business

challenges.

Wilmington is a digital-first business with strong

capabilities in online and hybrid learning, and in the

management and provision of mission-critical information

and data. The strength of our portfolio is underpinned by

an operating model which allows our portfolio of brands to

leverage the value of the Group’s technology platforms to

deliver unique solutions to their customers. We invest in

the core competencies that drive quality in our products

to enable our brands to exhibit a unique set of

characteristics that define our competitive advantage.

the regulatory

compliance landscape

Effectively navigating

Empowered Customers:

doing the right business, the right way across Governance Risk and Compliance (GRC)

Regulation

Compliance

Intelligence

Training &

Education

Single

technology

platforms

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At a glance continued

The products Wilmington’s two division offer focus on three

main sub‑categories of Governance, Risk and Compliance:

Compliance

• Financial Crime Prevention • AML & CTF

• Sanctions • Anti-bribery & Corruption

• Fraud • Information & Data Security

• Market Abuse / Insider Trading • Cyber-crime

• Conduct of Business • Healthcare Regulations

• Diversity, Equity & Inclusion

Governance

• Conduct • Ethics

• Corporate Governance

• Risk Management

Architecture • Operational

Resilience

Risk

• Prudential

• Information Sharing

• Risk Management

• Reputational Risk

GRC

The GRC market is underpinned by strong macro drivers,

which are closely aligned to the Group’s core offering and

inform our strategy to increase brand presence in this market:

• Increasing volume of regulation

• Increasing fraud and cyber risk

• Evolving role of Compliance

• Escalating regulatory enforcement

• Increasing importance of responsible business practice

• Increasing adoption of technology solutions

• Complex geopolitical landscape

[the GRC market with

strong growth drivers]

[Underpinning]

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At a glance continued

two divisions]

[One business

[We are operating as 1 business with 2divisions

thateach have a single technology platform, and

multiple brands]

Our brands

1. Intelligence

Wilmington’s Intelligence division consists of businesses which

provide must-have, authoritative risk and compliance data to a range

of industries globally, including insurance, pensions and healthcare.

The information and data solutions provided by our brands in this

division represent the gold standard in accuracy and timeliness, and

this capability is enhanced by the expertise of our research analysts

and industry practitioners, to ensure that we provide actionable insight

to customers. Much of our data is developed by our own teams, and

we own the associated intellectual property.

Read more on [•]

51+49+L

51%

Group

revenue

Training & Education revenue

£[•]m

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Revenue analysis

Revenue can be analysed by segment as follows:

Total Revenue

% of Group revenue 2022 2021

Intelligence 49% 50%

Training & Education 51% 50%

Revenue can be analysed by geography as follows:

Total Revenue

% of Group revenue 2021 2021

UK 53% 55%

Europe (excluding the UK) 21% 21%

North America 18% 13%

Rest of the World 8% 11%

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Strategy

Wilmington’s streamlined operating model is underpinned by single

technology platforms across each division, and its success is driven

by the synergistic potential of its unique portfolio of brands. We have

effectively delivered our strategic objective to achieve organic

growth, and we continue to cement our position in the large and

growing GRC market by investing in operational efficiencies and in

the core competencies that drive our competitive advantage.

[Focused

on growth]

Grow

Generate growth and cement our position in the GRC market

Manage

Manage our portfolio to ensure

that all businesses exhibit the

unique characteristics that drive

our competitive advantage

Invest

Invest in our businesses to

facilitate new product

development, provide innovative

solutions to our customers, and

fuel growth

By drawing on our core competencies we have embedded a set of defining characteristics into all of

our brands which, in combination, drive progress against our three integrated strategic objectives.

Wilmington characteristics: what makes us unique

5. Strong product and revenue model

Our product and revenue model drives value by

targeting the following actions:

• Identifying attractive economics

• Prioritising repeatable revenue streams

• Leveraging success across the portfolio to

maximise the benefit of synergistic potential

6. Strong leadership

Our businesses are led by individuals who are best

placed to accelerate their growth, evidenced by their

core competencies:

• Experts in their field, aligning sector specific

knowledge to product development and delivery

• Innovators seeking to embrace change to deliver

bespoke customer solutions

3. Differentiated offering

Our businesses occupy strong positions in the markets

they serve, exhibited via the following credentials:

• Market leaders – within the top three

• Unique products with owned IP

• Strong brands valued highly by customers

4. Attractive markets

The markets in which we operate present opportunities

for sustained growth:

• Macro fit with Wilmington’s core markets

• Micro fit with a growing end-user base in which our

solutions are integrated into customer systems

1. Digital capabilities

Our digital-first model demonstrates best in class digital

capabilities including:

• Delivery platform agnostic

• Multi-device enabled

• Excellence in User Experience (‘UX’) and User

Interface (‘UI’) solutions

• Digital front and back office

2. Data enabled

Our businesses are data enabled, allowing them to

provide unique insight and innovative solutions to their

customers, driven by:

• Unique methods of data collection, measurement,

integration and analysis, supported by dynamic user

interfaces

• Proprietary data and bespoke services

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Strategy continued

The delivery of our organic growth strategy reflects

our clear focus on embedding the unique combination

of characteristics that define our competitive

advantage across the Group, and in doing so have

further strengthened each of the brands within our

portfolio. The foundation for this growth has been the

effective investments we made in our business to

deliver operational excellence, by developing a

common approach in the key areas that progress our

strategy. Following the restructure of our operating

model in June 2021, we have focused on developing

single technology platforms to underpin the future

growth of each division and drive our expansion in the

GRC market.

Investment focus: Operational excellence

Over the past three years we have invested heavily in

operational excellence to accelerate our growth

ambitions by developing the best-in-class approach to

managing technology and data, sales and marketing,

talent, and product development. These investments

have been underpinned by our work to embed a

responsible business culture across the Group that

informs our strategic progress by supporting our

people to make decisions in a way that delivers long

term value. Full details of the progress we have made

against our sustainability strategy objectives during

the year are outlined in the Sustainability report on

pages [12] to [18]. This work includes the investments

we have made across all aspects of employee

experience and demonstrates how we are attracting

and developing the diverse, talented workforce that is

central to our ongoing success.

Investment focus: Developing single technology

platforms

In addition to our People strategy, the investments we

made in operational excellence focused heavily on

enhancing our product, technology and data

capabilities, as the key mechanisms to deliver high

quality solutions to our customers. The success of this

work has provided the stepping stone for our next

phase of investment, which began this year, to embed

single technology platforms in each division.

Training and Education division – single Digital

Learning Platform

The Platform integrates cloud-based technologies to a

single solution, creating a personalised ecosystem in

which a customer can sign up to programmes,

consume course materials through multi-media

formats, complete assignments and tasks, and repeat

visit to access additional content.

Intelligence division – single Data Platform

Our Data Connect Platform is a single, common data

platform, deploying Snowflake

technology to bring

together all our assets allowing us to offer a greater

data set to our clients delivered through intuitive data

dashboards. We are offering API’s as standard to our

clients to enable the use of our data as an integral part

of their business processes.

Investment focus – future progress

Our ongoing investment in operational excellence and

single technology platforms is at the heart of our plan

to ensure that Wilmington continues to demonstrate

the agility to adapt and grow, both organically and

through acquisition, as customer demands evolve and

new market opportunities arise. By embedding

common infrastructure and processes, the Group is

well placed to effectively enhance and expand its

unique offering.

[Delivering]

growth]

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Chair’s statement

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Annual Report and Financial Statements 2022

the value of our

diversified portfolio]

[Demonstrating

I am pleased to present the Annual Report for the year

ended 30 June 2022. We delivered in line with our

strategy during the year, and the business also showed

real organic growth resilience in both revenues and

profits. We continue to realise the benefits of our

digital-first model, with associated efficiencies

demonstrated by our improved profitability.

The Group has emerged from the Covid-19 affected period to grow

revenues by 13% organically across all product areas, led by a strong

rebound in events where we have been able to run face-to-face events in

both Europe and the US all year.

This revenue growth and continued focus on cost management has

resulted in profit increases at all levels. Our cash position also improved

because of the conversion to cash of these higher profits and the sale of

AMT during the year.

We have increased our dividend payments this year by [•]% with a final

dividend by[•]p, resulting in a dividend yield back above the average for

our marketsector.

In June 2021 we implemented a new group structure and operating model

to increasingly focus the business on the resilient and growing GRC and

Regulatory Compliance markets. We report here on the performance of

this structure and on the success of our investment in the business and

the technology supporting it. We sold the AMT training business and a

smaller training reseller in the year and will continue to refine our portfolio

where appropriate.

The effective execution of our strategy and the strong financial results we

are reporting reflect the hard work and dedication of our talented teams.

Our people continue to deliver the best quality in all areas, whilst

demonstrating their resilience in the face of ongoing uncertainty and

challenges at this time. I would therefore like to take this opportunity to

thank all of our people for their continued support as we remain focused on

serving our customers to the highest standards and driving long term value.

Current trading and outlook

The effective strategic execution over the past twelve months has

positioned the group well to expand its presence in the GRC and

Regulatory Compliance markets, and to drive future growth.

Trading has been encouraging in the first quarter, with good demand in all

areas generating revenues and profits in line with expectation. We

continue to manage the challenges caused by inflationary pressures, and

the proven resilience of the Group provides reassurance that it is well

placed to withstand the impact of ongoing macro-economic volatility.

Martin Morgan

Chair

[•] September 2022

[I would like to thank all our

employeesfor their continued

commitment and resilience in

theseunprecedented times.]

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Chief Executive’s review

Strategy

Following a comprehensive review of our portfolio in 2021, our strategic

focus has been centred on building upon our already strong presence in

the large, growing and rapidly evolving GRC and Regulatory Compliance

markets. These markets are underpinned by strong macro drivers,

particularly the increasing volume and enforcement of regulation, complex

geopolitical landscape, increased importance of ESG and widespread

adoption of technological and data-driven compliance solutions, all of

which align strongly to Wilmington’s core offering.

At the heart of this focus on GRC and Regulatory Compliance markets is

our ambition to help our customers to do the right business in the right

way, by providing a complementary range of information & data and

training & education solutions. Our operating model mirrors this core

purpose - our Intelligence division provides specialist data and analytics

that give customers the detailed insight they need to understand the

regulatory landscape, and our Training and Education division delivers

specialist training that equips them to navigate it successfully.

As part of our strategy to focus on core areas we sold AMT during the year

and have now identified a buyer for our small Spanish insurance business.

We expect this divestment to be concluded in the first half of the 2023

financial year.

Investment programme

Our approach to investment in the business continues to leverage our

core competencies to embed the unique characteristics that define our

competitive advantage into each of our brands. Our investment focus is on

developing single technology platforms in each of our divisions, providing

the foundation to accelerate our growth ambitions.

Our investment during this calendar year in the development of single

technology platforms will further differentiate us by providing unique

solutions to our customers. They will also enhance our growth potential as

we retain the agility to respond to their ever changing needs in the rapidly

evolving GRC market. The implementation of single platforms in each

division will also allow us to efficiently expand our offering by creating a

scalable portfolio to enhance our growth potential.

[•] of our brands in the Training and Education division are already

benefiting from our Digital Learning Platform, and we are on track to have

all brands within the division deployed to this common platform by

December 2022.

Our Data Connect Platform, deploying Snowflake

technology has already

been rolled out to [•] of our Intelligence division brands, and will also be

used across the division by December 2022.

We continue to develop new products and identify clear organic growth

opportunities, with the future potential for effective roll out of these greatly

enhanced by our single platform approach. This strategy for maximising

the value of our technology and data assets, combined with our

streamlined operating model, provides the strong base from which we are

actively considering acquisition targets which complement and/or extend

our capabilities.

Responsible business

As we continue to help our customers to do the right business in the right

way, we are committed to investing in the initiatives that support our own

responsible business culture. We have achieved progress against our

targets in all four areas of our sustainability strategy, and this work

continues to underpin our broader strategic objectives and risk

management processes. Full details of this work can be found in our

Sustainability report on pages [12] to [18].

We have implemented the TCFD recommendations in full, concluding that

we must continue to monitor the impacts of climate change on the Group’s

risk profile, but that the potential opportunities that may arise from the

transition to a low-carbon economy are well aligned to our core offering.

We have committed to Net Zero carbon targets, with an ambition of

absolute zero in respect of scope 1&2 emissions by 2028, and net zero in

respect of scope 3 emissions by 2045.

Mark Milner

Chief Executive Officer

[•] September 2022

Results

I’m pleased to present my report on the year ended 30 June 2022. We

have executed our strategy by growing our revenues and profits

organically in the markets we focus on; investing further in our business

and the technology it runs on; and by actively managing our portfolio of

brands. The business has demonstrated notable resilience, reflected by

the strong financial performance.

We have delivered organic revenue growth of 13% by growing all parts of our

business – a result enhanced by a return to face-to-face events this year.

Growth excluding events was 5% and reflects increased demand for our

core offering in all product areas. We have also achieved a five-percentage

point growth in recurring revenue[

, which now represents 37% of total

revenue, driven by recent investments in sales and marketing capabilities.

The increased revenues and a continued focus on operational efficiency

and cost management resulted in adjusted PBT growth of 37.8% to

£20.7m (2021: £15.0m) and a corresponding improvement in adjusted PBT

margin to 17.1% (2021: 13.3%). This resulted in adjusted basic earnings per

share being up 37.0%. We also are proposing a final dividend of [•]p (total

of [•]p). The Group moved into a net cash position (excluding lease

liabilities) of £20.5m (2021 net debt: £17.2m) after the sale of AMT and a

strong year of converting profits to cash.

strong digital

capabilities]

[Embedding

6 Recurring revenues – those contracted at least one year ahead

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Overmatter 53 words/sign off

Intelligence

Review of operations

2022

£’m

2021

£’m

Absolute

variance

Organic

variance

Revenue

Healthcare

31.1 28.4 10% 11%

Financial Services &

Other

23.2 21.3 9% 10%

MiExact 5.0 5.0 1% 1%

Discontinued 0.3 2.1 (86%)

Total revenue 59.6 56.8 5% 10%

Operating profit 11.4 9.3 22% 22%

Margin % 19% 16%

Business model and market

Wilmington offers a wide range of products and services through its

Healthcare businesses predominantly around the provision of market and

customer intelligence. The core of the data supplied comes primarily from

publicly available sources. The value generated by our services is based

around its collation, verification, combination with other complementary

data sources and then its ease of presentation and usage. In some areas

we provide proprietary analysis of the data and editorial comment which

constitutes our own intellectual property.

Wilmington’s Healthcare businesses operate mainly in the UK and France

and provide deep insight information on practitioners, facilities and

treatments in the UK and French health sector markets that enable

suppliers into those markets, including pharmaceutical companies, to

understand and connect better with their customers. Revenue is mainly

earned through sales of discrete packages of data or through subscription

services for the ongoing provision of information. Additionally, in the UK we

publish the Health Service Journal (‘HSJ’), the leading online publication in

the UK for healthcare leaders, with revenue generated through providing

subscriptions to NHS foundation trusts, Clinical Commissioning Groups

and suppliers to the NHS.

The Financial Services/Other businesses operate in the Insurance,

Pensions and Compliance markets. These businesses provide a broad

range of information products and services with revenues generated

primarily through subscription but also sponsorship, lead generation and

event attendance.

Identity & Charities rebranded as MiExact in the year as part of the

restructuring of its product set begun last year. The MiExact business

consists of a portfolio of data products including charity fund-raising

information, and marketing data suppression tools. They include services

that are used by organisations to help prevent identify fraud. Revenue is

predominantly subscription based.

Trading performance

Overall Intelligence revenues grew 5% in the year, 10% organically. All

businesses within the division grew organically in the period. Recurring

subscription revenues grew four percentage points with strong retention

rates.

Healthcare revenues grew 11% organically in the year helped by the return

to face-to-face events in the UK. Subscription revenues grew 7% with UK

revenues up 12% and French revenues up 4%. Competitive pressure

continued to challenge growth of Data revenue in some areas, but overall

demand for these products was good.

Financial Services revenues grew 10% organically with growth in Axco,

Pendragon, Compliance Week and the held-for-sale Inese. Compliance

Week and Inese benefitted from the return to face-to-face events while

subscriptions grew well in Axco and Pendragon where retention rates

were above 99%.

MiExact revenues grew 1% after a slow first half was followed by a strong

final quarter. Subscription revenues had a retention rate above 95%.

Intelligence divisional operating profit grew by 22% helped by its revenue

growth and continuing focus on its cost base. Operating margins improved

to 19% from 16%.

1 Organic – eliminating the effects of exchange rate fluctuations and

the impact of acquisitions and disposals

2 UK Healthcare & APM

3 Pendragon, Axco, Compliance Week & INESE

[Overall Information & Data revenues

grew 1% in the year, despite the

restrictions on face-to-face events.]

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Training & Education

2022

£’m

2021

£’m

Absolute

variance

Organic

variance

Revenue

Global

23.2 22.4 3% 3%

UK & Ireland

22.1 20.3 9% 9%

North America

11.0 4.9 125% 122%

Discontinued 5.1 8.6 (39%)

Total revenue 61.4 56.2 9% 18%

Operating profit 16.0 12.2 31% 32%

Margin % 26% 22%

Business model and market

The Global business comprises two units that operate in compliance

markets. The largest business, which was developed organically within

Wilmington, is the International Compliance Association (‘ICA’). It is an

industry body and training business that we created in 2002 which offers

professional development and support to compliance officers

predominantly in the financial services sector. It has offices in the UK,

Singapore, Malaysia and Dubai. ICA primarily serves the financial services

industry. The material for ICA courses is developed by our own internal

R&D team, and external specialists, and we own the associated intellectual

property.

Revenue earned by ICA is primarily training income complemented by

subscriptions paid by the professional members for their ICA

accreditations. The courses ICA run usually extend over several weeks or

even months. They traditionally mix distance learning with face-to-face

sessions. The distance learning element has transitioned to online and

digital variants, and virtual programmes have been offered in place of

face-to-face sessions. To support the move to virtual training in ICA a new

digital learning platform (‘hub’) is being built – it was launched at the start of

2021 and further developments are due for release in the coming months.

The other Global business, CLTi, earns revenue from running professional

development programmes for wealth managers. Wilmington has an

international presence, with centres in UK, Europe, and Asia Pacific and

consistent investment in technology maintains the Group’s competitive

positioning. The AMT training business was sold in December 2021.

The North America business, FRA, is predominantly events based. They

serve the US healthcare/ health insurance markets and, to a lesser extent,

the US financial and legal service communities. The prime brand is the

RISE series of events that address the Medicare and Medicaid markets

and is attended by health plans, physician groups and solution partners.

The flagship event is RISE National which normally takes place in Nashville

in March each year. Revenue from the US events is generated from both

sponsorship and delegate sales.

The UK and Ireland business predominantly provides training for

accountants in practice and in business and individuals involved in the legal

system, including lawyers. It runs a mix of face to face, online and blended

learning for these communities. It provides training at various levels

including providing continuing professional development for existing

qualified accountants and, in the case of the legal profession, helping them

train their clients for interaction with the legal system. Additionally, it

provides technical support to accountancy firms which enables them to

keep abreast of technical developments and changes to regulation, as well

as supporting them to promote the services they then offer to their clients.

The small Irish reseller of training services (LaTouche) was sold in April

2022.

Mercia (accountancy) and Bond Solon (legal) are predominantly UK and

Ireland based, reflecting the country specific laws and accounting

standards that govern their profession. Revenue in the unit is earned

through clients subscribing for ongoing training support and other related

activities over a period of time (usually twelve months), with the rest

through one-off course attendance fees. Courses are typically single or half

day events, and content is a mix of owned and third-party intellectual

property. Courses are delivered either by in-house experts or by a network

of independent tutors who are paid per course that they deliver.

The Law for Non-Lawyers market is strong, with good ongoing demand for

existing products as well as successful launches of new training courses.

Growth in the accountancy market remains partially supressed due to the

impact of Covid-19, which compounded the challenges caused by

continued consolidation of smaller firms, some Brexit uncertainty and a

relatively stable backdrop in terms of tax legislation and accounting

standards. Whilst not yet reaching its pre-Covid size, the accountancy

market has returned to growth and demand is expected to benefit from

upcoming legislative change in the UK.

Trading performance

Training & Education revenues grew 9%, and 18% on an organic basis. All

five of the businesses within the division grew organically and recurring

subscription revenues grew 9%.

ICA revenues were up 3% as strong growth in the UK was offset by a drop

in Singapore revenues after the exceptional growth there in FY21, but

FY22 Singapore revenues were still nearly double their FY20 level. CLTi

grew 4% and is focussed on increasing business in new territories in FY23.

Bond Solon saw double-digit growth in FY22, driven by a strong increase

in demand across the year. Mercia revenues grew 8% in the year, and

despite still being short of its pre-Covid position the business is on track to

recover the remaining shortfall.

In the US, FRA more than doubled revenues as events returned to being

face-to-face. Organic growth of 122% brought the business back to larger

revenues than the pre-Covid period (FY19) as demand from sponsors

offset slightly lower delegate attendance than FY19.

Overall divisional operating profit increased strongly by 31%, mainly due to

increased revenues and tight cost management. As a result, the operating

profit margin rose to 26% from 22% in FY21.4

4 ICA & CLTi

5 Mercia & Bond Solon

6 FRA

Review of operations continued

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Annual Report and Financial Statements 2022

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Key performance indicators/operational measures

At a Group level, we have fivekey

financial and operational measures

Throughout the Annual Report there is

reference to the metrics set out below, which

serve as alternative performance measures.

Where adjusted measures are used in the report

they are clearly presented and specifically used

to provide a balanced view of the Group and its

performance. The Directors believe that these

measures, which are not considered to be a

substitute for or superior to IFRS measures,

provide stakeholders with additional relevant

information and enable an alternative

comparison of performance over time.

Measuring

performance

Organic revenue growth

+13%

Definition and purpose

Calculated by adjusting the year-on-year revenue change to exclude the

impact of foreign currency exchange rate fluctuation and the impact of

changes in the portfolio from acquisitions and disposals.

This measure is used as it gives a comparable assessment of the

underlying growth of the business and of its sustainability. Monitoring

organic revenue growth also allows the Board to assess whether action is

needed to control other aspects of the Group’s financial performance

such as managing the cost base.

Result

Increased 13% (2021: 3%) driven by successful digitalisation programme,

new product investment and the return to face-to-face events. Growth

excluding events was 5% and reflects increased demand for our core

offering in all product areas. We have also delivered 5% growth in recurring

revenue, which now represents 37% of total revenue, driven by recent

investments in sales and marketing capabilities.

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Annual Report and Financial Statements 2022

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Key performance indicators/operational measures continued

Definition and purpose

This key measure indicates the underlying profit

attributable to individual shareholders. It measures not

only trading performance, but also the impact of

treasury management, capital structure and bank and

interest charges, as well as the efficient structuring of

the Group to appropriately manage tax. Our business

and financial strategies are aligned to delivering

consistent growth in adjusted earnings per share and

our incentive programmes are designed to support

this strategy.

Result

Increased by 37% to 18.66p per share (2021: 13.62p)

reflecting the increase in adjusted profit as discussed

above. The underlying tax rate and number of ordinary

shares were essentially unchanged.

Cash conversion %

114%

Definition and purpose

Cash conversion represents the operating cash flow

for the year as a percentage of adjusted operating

profit before interest and amortisation. This measure is

used as an indicator of successful stewardship of cash

resources and corroboration of the quality of operating

profits compared to the associated cash flow.

Result

114% (2021: 104%) owing to a strong year of converting

profits into cash through effective operational

efficiency.

2020 2021 2022

114

104

189

Subscription and membership revenue

asapercentage of total revenue %

37%

Definition and purpose

The Group continues to focus on a portfolio of assets

based in key professional markets, facilitated by

excellence in technology and data and dynamic sales

and marketing. The development of a dynamic

product portfolio has driven the Group’s ambition to

secure sustainable revenue streams, with multi-year

and subscription packages sold for many revenue

streams, including:

• data, information, intelligence and solution sales;

• professional education, training, events and

services;

• professional accreditation and assessment; and

• large, industry-leading annual events.

Result

Subscription and membership revenue: 37% (2021:

38%) of Group revenue with the balance a mixture of

revenue from annual events and revenue from

customers who have a history of repeat purchase

although not necessarily supported by formal

multi-year contracts. Renewal rate from subscription

and membership revenue was 92% (2021: 92%),

reflecting Wilmington’s robust product development

process and high customer satisfaction.

2020 2021 2022

3838

Adjusted basic earnings per share p

18.66p

+37%

2020 2021 2022

18.6

13.6

10.7

Definition and purpose

Calculated as profit before tax, amortisation of

intangible assets excluding computer software,

impairments, other income (when it is material or of a

significant nature), and other adjusting items. This

measure is considered to reflect underlying

profitability of the group before adjusting items and is a

key metric used to determine management incentives,

including within the Directors’ bonus targets as set out

in the Remuneration report. The Group policy on

adjusting items and the calculation of adjusted PBT

are set out respectively in notes 1 and 2 of the financial

statements. Amortisation of intangible assets

excluding computer software are excluded from

adjusted PBT as they relate to historic acquisition

activity rather than the organic trading performance of

the business. This approach provides management

with comparable information for day-to-day decision

making.

Result

Increased by 38% to £20.7m (2021: £15.0m) reflecting

increased revenues, a focus on operational efficiency

and cost management, and continuing efficiencies of

the digital-first model.

Adjusted profit before tax (“adjusted PBT”) £’m

£20.7m

+38%

2020 2021 2022

20.7

15.0

11.9

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Stakeholder engagement and non-financial information statement

[Stakeholder

Section 172 Companies Act 2006

The 2018 UK Corporate Governance Code highlights the importance of

Section 172 of the Companies Act 2006, requiring Directors to act in a way

that promotes the success of the Company for the benefit of shareholders

whilst simultaneously showing regard for the interest of its other stakeholders.

The Board follows a robust decision-making process, which is designed to

ensure that any decisions made reflect Wilmington’s responsible business

culture. The key reference points for decision making by the Board are: the

impact on the Group’s overall strategic objectives; consideration of its

principal risks and uncertainties; and positive alignment with the core

values underpinning the Group’s sustainability strategy. At the heart of all

of these factors is consideration of the Group’s stakeholders, because it is

these groups who have the greatest potential to create positive outcomes

for the Group as it strives to create long term value.

value creation]

Further details on this decision-making process can be

foundin the Corporate governance report on

pages[36] to [40]

Our people

The delivery of the Group’s strategic objectives is dependent on our ability to

attract, develop and retain a highly skilled and motivated workforce. We strive to

create an inclusive culture in which diversity of thought, skills and perspectives

helps us thrive. We are committed to strong recognition and reward strategies

that fairly reflect the contributions our people make to help us progress.

Engagement

Our employee engagement strategy focuses on providing our people with

platforms to actively participate in the Group’s decision making processes,

and we are also committed to transparency around the issues that matter

most to them:

• Employee engagement survey results directly inform the development

of the Group People Strategy.

• Global and brand level town halls provide a forum for leaders across

the business to engage with all employees.

• Our internal intranet acts as a central policy and guidance portal, and

also a communication platform for our employees to share

experiences and network across the Group.

• We are developing ‘Wilmington Communities’: networks of people

which stretch across diversity dimensions that will actively inform our

work to create an inclusive workplace.

• Our performance development review process encourages honest

and open conversations about personal development.

• We are an accredited Living Wage employer and are committed to a

fair and transparent reward and recognition structure.

Read more: p[40]

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Annual Report and Financial Statements 2022

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Stakeholder engagement and non-financial information statement continued

Non‑Financial Information Statement

This index constitutes Wilmington’s Non-Financial Information Statement, produced to comply with sections 414CA and 414CB of the Companies Act 2006.

Reporting requirement Policies, processes and standards which govern our approach Page(s)

Environmental matters Carbon reduction plan, environmental management policy, risk management process and approach

to TCFD

[16-18, 29-31]

People Conduct and compliance policies, diversity and inclusion statement of intent, employee engagement

strategy, risk management process

[13-14, 25-26, 36]

Respect for human rights Modern slavery statement, risk management process [25-28, 16]

Social matters Stakeholder engagement strategy, sustainability strategy [10, 12-18, 36]

Anti-corruption and anti-bribery ABC policy, risk management process, supplier code of conduct [10, 16, 22-24]

Business model Business model, KPIs, stakeholder engagement strategy [2-4, 10]

Customers

Our customer-driven product management culture is key to our success

and ensuring that we truly understands the needs of our customers is

critical to the viability of our future plans.

Engagement

We strive to put our customers at the heart of our product management

process, and this means working hard to find solutions to meet their

needs. Our key communication channels come in the form of Customer

Advisory Groups (‘CAGs’), feedback surveys and maintaining strong

relationships with key accounts contacts. Central to our ambition to

delivering excellent customer experience is the progression of our

accessibility strategy, ensuring anyone who needs our products and

services can access them effectively.

Read more: p[16‑18, 29‑31]

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Annual Report and Financial Statements 2022

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Sustainability report continued

Wilmington exists to empower its customers to do the

right business in the right way. At the heart of this

commitment to customers is our own ambition to

embed a responsible business culture that informs

the way we work. Our sustainability strategy is

underpinned by four core values that, collectively,

reflect this ambition.

As we successfully drive progress against our broader strategic objectives, we

remain committed to making sustainable business decisions by taking an

iterative approach to materiality. By continuing to listen to our key stakeholders,

via the channels outlined on page [10], we continue to refine our sustainability

strategy to ensure that it drives long term value for all of them.

During 2022 we have made significant progress against the targets we set in

2021 for each pillar of our Sustainability Strategy, and we have also expanded the

scope of our priority initiatives. Our iterative approach has allowed us to further

refine the strategic objectives in each area, which is helping us to better measure

progress and continue to set challenging targets for the future.

Key to this progress is our governance framework, designed to combine

board-level oversight with operational expertise and strong workforce

engagement.

Board oversight Chair

Executive sponsorship Executive Committee

Strategic lead Group Finance and Sustainability

Director

Operational taskforce Subject matter experts, dedicated

working groups and internal

communities

The ongoing work to drive progress against the core objective of each

pillar is discussed on pages [13] to [18].

Responsible

business

culture

Core objective

• Create an inclusive workplace that supports, empowers,

develops and fairly rewards all our people.

Delivering stakeholder value

• Fostering a positive culture will attract and retain the best

talent, accelerating delivery of our strategy.

• Investing in our people benefits the communities we operate in

by delivering exceptional employee experience.

Meeting our 2022 targets

• Diversity data collected for 75% of employees globally.

• Improved employee engagement scores against baseline year

in key areas of focus.

Core objective

• Deliver products that are accessible, high value, up to date and

move with industry trends.

Delivering stakeholder value

• Empowering our customers ensures our products are closely

aligned to their needs.

• Our customer driven approach to innovation helps us stay agile

in the face of change.

Meeting our 2022 targets

• 8 week digital accessibility awareness and upskilling campaign

delivered

• Revised digital accessibility statements published by all

brands.

• Clear roadmap to WCAG 2.1 AA standard developed.

Core objective

• Uphold high standards related to digital protection, regulatory

requirements, ethics & production.

Delivering stakeholder value

• Responsible digitisation and ethical conduct echo our core

purpose and underpin our digital-first approach delivering the

best-in-class digital products.

Meeting our 2022 targets

• >98% acceptance of cyber security policy.

• 0 phishing incidents resulting in the loss of data.

• 100% of products subject to continuous pentesting.

Core objective

• Reduce environmental impact by minimising carbon footprint

and committing to responsible procurement.

Delivering stakeholder value

• Committing to environmental responsibility protects the future

of our people and demonstrates to customers that we strive to

deliver products with minimal environmental impact.

Meeting our 2022 targets

• Performed Scope 3 gap analysis and set Net zero targets in

line with 1.5°C ambition.

• Transitioned to renewable energy supplies across all occupied

UK sites.

• Committed to carbon neutrality through verified high-quality

offsets.

Cultural positivity

Proactive assurance

Customer empowerment

Environmental responsibility

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Annual Report and Financial Statements 2022

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Cultural

positivity

During the year we continued to establish robust

initiatives that are creating an inclusive workplace to

support, empower, develop and fairly reward all our

people. This ambition is reflected by our clear

commitment to developing our Diversity and Inclusion

strategy and by our investments in resources to

create a positive environment for all our people to

reach their full potential at work.

Commitment to inclusivity

At the heart of our ambition to embed a culture of inclusivity at Wilmington

is the work led by our Head of Diversity and Inclusion that celebrates the

unique characteristics of our people. At the start of the year we set a target

to start collecting richer data to help us better understand what our

workforce looks like, and we achieved a 75% response rate from our

workforce globally. By harnessing this data to measure diversity at

Wilmington, we are better equipped to build a workforce that reflects the

diversity of the communities we serve and work within. Our data collection

approach was fully compliant with the relevant regulations in each

jurisdiction.

What makes our people unique?

Sustainability report continued

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Annual Report and Financial Statements 2022

59++37++33++11++HH

Female 59

Male 37

Other 3

Prefer not to say 1

Gender identity

83++3++99++22++11++22++HH

White 84

Black 3

Asian 9

Mixed 2

Other ethnic group 1

Prefer not to say 2

Ethnicity

Disability or long term health condition

88%

Prefer not

tosay

Yes

100%80%60%40%20%

Age profile

100

150

No. employees

200

250

300

25-34

246

35-44

276

45-54

195

55-64

102

<25

65+

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Sustainability report continued

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Wilmington plc

Annual Report and Financial Statements 2022

Investing in our people

• Our ambition to create a positive culture is also aligned to our

commitment to our customers, who trust us because we are experts in

our field and help them overcome their complex business challenges in

GRC. To continue to support our people to deliver excellent customer

value we are therefore committed to attracting, developing and

investing in talented individuals who make up our teams. We take a

holistic approach to developing our people and celebrating their talent,

so we continue to invest in leaning, wellbeing, recognition and reward

to deliver the best employee experience for our people.

Investing in…

Learning and development

• Launched people leaders programme to promote internal

progression and strong mentorship and support for our teams.

• Delivered bespoke sales and product academies to support our

Group strategy.

• Launched personal career development platform with substantial

upskilling resource portfolio.

Wellbeing

• Expanded our network of mental health first aiders

• Created wellbeing champions network to promote a culture of

balance, health and fulfilment.

• Continued to offer extensive wellbeing orientated benefits

including global employee assistance programme, digital GP and

healthcare support.

• Introduced a community and charity policy including volunteer

leave allowance for all employees.

Recognition and reward

• Comprehensively reviewed our reward strategy.

• Became an accredited Real Living Wage employer.

• Introduced global gender pay gap reporting to inform our strategy

for closing the gap.

Monitoring progress

As we continue to hold ourselves accountable to driving positive cultural

change, we highly value strong engagement from our people to help us to

understand what more we can do to enhance their experience at work. In

FY22 93% of our workforce globally participation in our annual employee

engagement survey, providing valuable feedback on the issues that matter

most to them.

The work we have done to improve data collection in the year is providing

us with a foundation on which to develop dedicated KPIs to measure our

future progress. Whist we continue to develop these KPIs, we are pleased

to have met our target to maintain or improve our score against key areas

of focus since the FY20 baseline year.

Statement of cultural ambition Area of focus

FY20

score

FY21

score

FY22

score

People from all backgrounds are

treated fairly at Wilmington

Diversity &

Inclusion 8.1 8.4 8.3

My manager or a mentor

encourages and supports my

development

Training &

Development 7.4 7.7 7.8

Wilmington provides enough

support for my mental and

physical wellbeing

Health &

Wellbeing 6.3 7.8 7.4

Further details of our approach to employee engagement can be found in

the Section 172 statement on page [10].

Our work in this area contributes to: SDG 3 Good health and wellbeing,

SDG 5 Gender equality, SDG 8 Decent work and economic growth; with a

focus on the below sub-indicators:

3.4 By 2030, reduce by one-third premature mortality from non-

communicable diseases through prevention and treatment and promote

mental health and wellbeing

5.5 Ensure women’s full and effective participation and equal

opportunities for leadership at all levels of decision-making in political,

economic and public life

8.5 By 2030, achieve full and productive employment and decent work for

all women and men, including for young people and persons with

disabilities, and equal pay for work of equal value

How are we driving progress

Internal engagement

• Every brand within our portfolio has a dedicated D&I champion who

has worked with their team to localise the global strategy to make sure

it is most effective for their business area.

• We established internal networks for Race and Ethnicity and Gender,

to create forums for discussion and drive further insight into how we

can better support groups across these diversity dimensions.

• We started work to align our talent acquisition strategy to our diversity

ambitions.

• We introduced the hashtag #wearewilmingtonplc to encourage our

people to share what is important to them and what makes them

unique, so we can celebrate the diversity in our workforce.

• We reviewed our policies to ensure they align with our ambition to

demonstrate an inclusive culture.

Community engagement

We know the value of expertise and insight, so we are partnering with

experienced communities to enhance the effectiveness of our Diversity

and Inclusion strategy and to hold ourselves to account:

• We are committed members of Inclusive Employers.

• We have signed the BITC Race at Work Charter.

• We are Disability Confident committed, with level 1 achieved and an

ambition to meet levels 2 and 3.

• We have integrated our diversity ambitions into our supplier code of

conduct to ensure we work with suppliers who also demonstrate a

commitment to inclusivity in the way that they work.

Sustainability report continued

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Wilmington plc

Annual Report and Financial Statements 2022

Customer

empowerment

We are committed to embedding a

customer-led approach to product

development and delivery. We want our

customers to directly inform our

agenda, and by creating accessible,

high value, and up to date products we

empower them to realise maximum

value from our offering.

We are committed to embedding a customer-led

approach to product development and delivery. We

want our customers to directly inform our agenda, and

by creating accessible, high value, and up to date

products we empower them to realise maximum value

from our offering.

We have continued to invest in initiatives that build a

culture in which any individual involved in the product

cycle is mindful of customer needs, such that they

reflect those needs throughout the cycle from

development to delivery. The underlying principles of

this product cycle are accessibility, innovation and

agility, and strong customer engagement.

Area of focus Principal objectives Investment in FY22

Innovation,

flexibility and

agility

Embed a dynamicproduct

management approach

that can respond rapidly

to change whilst

maintaining high quality

outputs.

• Development of single technology

platforms in each division

• Enhanced data analytic capabilities

across the portfolio to provide high

quality insight to customers

• Hosted team events to promote

collaboration and innovation in digital

learning

• Delivered bespoke training through the

Wilmington product academy

• Embedded a philosophy of iterative

product roll-outs to produce relevant

updates and stay close to change

Customer

engagement

Ensure customers directly

inform the new product

development agenda, and

facilitate strong

communication channels

for customer feedback.

• Customer Advisory Groups (CAGs) and

customer feedback questionnaires

operational for all key product groups

• Enhanced communication channels to

allow customers to contact the business

• NPD process directly informed by

customer referencing

In line with our ambition to create an inclusive culture at Wilmington, we are committed to

making sure our products are accessible to all. At the heart of this ambition, and key to the

ongoing success of our digital-first model, is a high standard of digital accessibility across our

internal and external product portfolio. Therefore we set ourselves a target to develop a

roadmap to achieve WCAG 2.1 AA standards across our digital product base. We launched

this ambition with a comprehensive 8-week digital accessibility campaign to raise awareness

and upskill our teams.

Looking forward to FY23, the next stage of our roadmap towards our longer term target of

WCAG 2.1 AA compliance includes further training initiatives to develop our specialist working

groups, performing testing across our digital portfolio to identify priority actions and equipping

our accessibility champion network to continue to raise awareness and keep accessibility at

the forefront of the product development process.

Our accessibility agenda extends far beyond our digital assets, and is an integral part of our

wider Diversity and Inclusion strategy as discussed on page [13].

2022 Digital Accessibility

CampaignHighlights

Training and awareness sessions with subject matter experts

Fireside chats with industry thought leaders

Bite sized items of created and curated content

• Development of an accessibility champion network with

volunteers from each brand

• Formation of 3 specialist working groups to take the lead on best

practice implementation

• Creation of a dedicated accessibility email address and solution

delivery workflow process

• Revised digital accessibility statements published by all brands

Our work in this area contributes to: SDG 10 Reduced inequalities;

with focus on sub-indicator 10.2 By 2030, empower and promote the

social, economic and political inclusion of all, irrespective of age, sex,

disability, race, ethnicity, origin, religion or economic or other status.

Sustainability report continued

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Proactive

assurance

Ethical compliance

Responsible business practice is at the heart of our strategy, and therefore

we aim to instil a culture of strong ethical compliance across the portfolio.

Our ethics policies are designed to provide clear and consistent guidance

to our people to ensure they contribute to these high standards of ethical

conduct, and are outlined for all employees in our internal policies.

One of the key elements of our core value of cultural positivity is that

Wilmington reflects a safe and inclusive working environment that

encourages strong employee engagement and participation by all.

Management encourages this by advocating universal openness and

transparency in respect of reporting non-compliance of any form, with

clear guidelines provided in the Group’s ABC and Whistleblowing policies.

As we advocate high standards of integrity internally, we echo this

sentiment in respect of our external stakeholders by taking a zero-

tolerance approach to any forms of unethical behaviour within our wider

operations and supply chains.

During the year we:

• Added 5 policies to mandatory policy acceptance process

• Achieved >98% target for policy acceptance rate

• Expanded the scope of content included in mandatory compliance

training

• Integrated the requirement to demonstrate a commitment to

responsible behaviour more comprehensively into our supplier

onboarding process

Responsible digitisation

Our customers rely heavily on quality data and advanced analytics

provided by our Intelligence division, and on reliable and engaging delivery

formats in our Training and Education division. This reliance comes with

positive assurance from our teams that we take a proactive approach to

uphold the highest standards of cyber security and data privacy.

Our digital assurance process is governed by skilled individuals who

maintain high levels of control and compliance in this area and implement

best practice across three key integrated workstreams. We are also

dedicated to helping our technology experts continue to stay ahead of the

ever-evolving risk of cyber security, with continuous update training and

dedicated resources to enhance awareness.

We remain committed to the highest standards of compliance in this area

and in the year we achieved our goals to deliver:

• >98% acceptance of cyber security, acceptable use and data

protection policies*

• 0 phishing incidents resulting in the loss of data

• 100% of internal products undergo continuous pentesting

* policy acceptance data includes absent employees, therefore 98% effectively equates to

100% of the present workforce

Investing in security: 2022 error

management and security Hackathon

• Full-day live team event

• Hosted by international technology industry expert

• Promoted collaboration between colleagues

• Innovated around new subjects

• Problem solving workshop to bolster internal IT security control

processes

Our work in this area contributes to SDG 16 Peace, justice and strong

institutions, with focus on sub-indicator 16.6 Develop effective,

accountable and transparent institutions at all levels.

Graphic tbc

Image TBC

Environmental

responsibility

Our commitment to environmentally responsible

operations is an essential part of our contribution to

creating a healthy planet for our people, our partners

and our local communities to prosper. Our biggest

direct impacts on the planet come from resource use

and emissions from our offices, and we continue to

focus on transitioning to sustainable materials and

methodologies to reduce this impact.

Climate change, energy and carbon reporting

In response to the climate crisis, we also recognise the need to accelerate

action to ensure that our business plays an active role in the global effort to

address the impacts of climate change and the transition to a low carbon

economy.

In 2022 we committed to carbon neutrality by offsetting our Scope 1,2, and

controllable Scope 3 emissions, through high quality accredited carbon

offset schemes focused on biodiversity protection and innovation in

renewable energy technologies.

We have set net zero carbon targets with a 2019 baseline year, aligned to a

1.5° trajectory, and have developed a carbon reduction plan to progress

against these goals. We have set ambitious reduction targets in respect of

Scope 1 and 2 emissions - well in advance of 2050 - and have worked hard

to set challenging targets in respect of Scope 3 emissions despite the

challenge of managing emissions from sources we do not directly control.

Global carbon footprint assessment

30 June 2019

Baseline (Tonnes

of CO

30 June 2021

(Tonnes of CO

30 June 2022

(Tonnes of CO

Change

since baseline

Change

in the year

Emissions from:

Scope 1 – Direct emissions 77.45 32.21 8.14 -89.5 -74.7

Scope 2 – Indirect emissions 422.14 168.74 28.80 -93.2 -82.9

Total scope 1 & 2 emissions 499.59 200.95 36.94 ‑92.3 ‑81.6%

employee ratio scope 1&2 (tonnes of CO

per employee) 0.59 0.24 0.04 -93.2% -83.3%

turnover ratio scope 1&2 (tonnes of CO

per £m revenue) 3.89 1.7 0.31 -92.0% -81.8%

Scope 3 – other indirect emissions 3,400.2 983.87 1,399.51 -58.8 42.2

Total (all scopes 1, 2 & 3) 3,899.79 1,184.82 1,436.45 ‑63.2 21.2%

Total global energy consumption (kWh) [•] [•] [•] [•] [•]

Sustainability report continued

Our targets

Scope 1&2 emissions:

• Absolute zero by 2028

Scope 3 emissions:

• Near term: reduce by 52% from baseline by 2030

• Long term: Net zero by 2045

Our reporting on energy use and GHG emissions is in line with the Streamlined

Energy and Carbon Reporting (‘SECR’) legislation. To reflect our commitment

to monitor, report and reduce our environmental impact, we have also

increased the scope of our GHG reporting to include Scope 1,2 & 3 emissions

in line with Science Based Targets Initiative recommendations.

Energy use and GHG emissions have been assessed following the ISO

14064-1:2018 standard and using the 2022 emission conversion factors

published by Department for Environment, Food and Rural Affairs (‘Defra’) and

the Department for Business, Energy Industrial Strategy (‘BEIS’). The

assessment follows the market-based approach for assessing Scope 2

emissions from electricity usage. The operational control approach has been

used. All Group entities have been included in the assessment.

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Annual Report and Financial Statements 2022

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Sustainability report continued

Reducing our environmental impact

Our Group strategy to drive investment in our

technological and data capabilities has had a significant

impact on our ability to work in innovative ways that

reduce our environmental impact. The capabilities we

now have to operate remotely whilst maintaining strong

personal connections and high product quality have

significantly reduced the environmental footprint from

travel by our workforce and our customers. Whilst this

progress is positive, we also recognise the need to

address the impact of our digital footprint on the

environment through energy consumption. Similarly,

despite the significant reduction since our base year, in

2022 our emissions from travel have increased compared

to 2021 during which Covid-19 related restrictions

significantly reduced our mobility. We are therefore

working on initiatives to adapt our approach to travel in a

way that allows us to reap the benefits of face-to-face

interaction whilst minimising the associated carbon

footprint.

We are also committed to reducing waste, and to

minimising the carbon footprint associated with the

disposal of waste we do produce. Along with the

measures set out in our waste management policy on the

Wilmington plc website, we are also working with our

landlords to set future targets to ensure 0% of waste from

our offices goes to landfill. Since 2021 we have reduced

the proportion of our waste that goes to landfill from 10%

to 6% of our total.

They key activities we have implemented, and continue to

develop, to reduce our environmental impact since our

2019 baseline are:

• Performed a comprehensive review of office premises

to consolidate our operations and improve efficiency

• Secured renewable tariffs for energy use at 100% of

our occupied UK sites

• Refurbished office sites to upgrade to energy efficient

lighting solutions, consolidated resource use and

facilitate more effective waste management

• Rapid digitalization of products to reduce the need for

travel and improve efficiency of delivery

• Increased the scope of employee engagement

activities to raise awareness of sustainability and

encourage positive collective action

• Updated our business travel policy to encourage the

use of low carbon modes of transport

• Introduced environmental commitments into our

supplier code of conduct

Further details of our response to climate change are

outlined in our TCFD reporting index on page [31].

Our work in this area contributes to SDG 12 Responsible

consumption and production, and SDG 13 Climate action;

specifically 12.2: By 2030, achieve the sustainable

management and efficient use of natural resources and

12.5: By 2030, substantially reduce waste generation

through prevention, reduction, recycling and reuse.

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Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

59++37++33++11++HH

Female 59

Male 37

Other 3

Prefer not to say 1

2022 waste disposal routes

60++30++1010++HH

Recycling 60

Incineration with energy recovery 30

Landfill 10

2021 waste disposal routes

Financial review

2022

£’m

2021

£’m

Absolute variance Organic

variance

%£’m %

Revenue 121.0 113.0 8.0 7.1% 13.4%

Adjusted profit

before tax 20.7 15.0 5.7 37.8% 42.5%

Margin % 17.1 13.3 [•] [•] [•]

Variances described as ‘organic’ are calculated by adjusting the revenue

change achieved year-on-year to exclude the impact of changes in foreign

currency exchange rates and also to exclude the impact of changes in the

portfolio from acquisitions and disposals.

Revenue

Group revenue increased 7.1% overall and 13.4% on an organic basis, the

overall increase reflecting £0.4m of foreign currency downside and the

impact of disposals. Full details can be found in the Review of operations

on pages [7] to [8].

Operating expenses before amortisation of

intangible assets (excluding computer software)

and impairments

Operating expenses before amortisation of intangible assets (excluding

computer software) and impairments were £99.4m (2021: £96.4m) up

£3.0m or 3.1%.

Within operating expenses, staff costs marginally increased £0.5m to

£55.2m (2021: £54.7m). This net increase reflects discretionary staff

bonuses, £1.4m higher than the prior year as a result of the stronger

trading performance in FY22. The increases were partly offset by salary

cost savings generated from a reduction in headcount post disposal of

businesses. Share based payment costs increased £0.6m due to an

increased number of schemes due to vest.

Non-staff costs increased by £2.5m to £44.2m from £41.7m in the prior

year, reflecting the increased revenue and the anticipated return of some

face-to-face delivery costs including venue hire.

Unallocated central overheads

Unallocated central overheads, representing board costs and head office

salaries as well as other centrally incurred costs not recharged to the

businesses, increased £0.2m year-on-year to £4.5m (2021: £4.3m).

Adjusted profit before tax (‘adjusted PBT’)

As a result of increased revenue and a continued focus on operational

efficiency and cost management, adjusted profit before tax, which

eliminates the impact of amortisation of intangible assets (excluding

computer software), impairments, other income and other adjusting items,

was up 37.8% to £20.7m (2021: £15.0m).

Adjusted profit margin (adjusted PBT expressed as a percentage of

revenue) also increased to 17.1% (2021: 13.3%).

Amortisation excluding computer software,

impairment charge and other income

Amortisation of intangible assets (excluding computer software) was

£2.4m (2021: £3.4m). The decrease reflects certain historic assets being

fully amortised part way through the prior year.

The non-cash impairment charge of £0.6m relates to the impairment of

assets associated with an exercise performed to consolidate the Group’s

office space.

Other income represents the net gain of £16.3m from the disposal of AMT

and La Touche Bond Solon Training Limited, £1.3m gain on disposal of two

buildings and their associated assets recognised as a result of the

consolidation of the Group’s office space and £0.8m one-off financing

activities associated with capital management.

Adjusting items within operating expenses

Adjusting items within operating expenses of £0.1m (2021: £3.0m) are

those items that are one-off in nature and which do not represent the

ongoing trading performance of the business.

Operating profit (‘EBITA’)

Operating profit was £37.0m (2021: loss £0.4m). The large increase is

driven by the impact of the other income items detailed above and a

non-cash impairment in 2021, along with strong revenue growth and

effective cost management during the year.

Net finance costs

Net finance costs were £0.9m (2021: £1.6m), primarily related to the

decrease in interest payable on bank loans and overdrafts following the

repayment of the revolving credit facility.

Profit before taxation

Profit before taxation was £36.1m (2021: loss £2.0m). A reconciliation of

this to adjusted profit before tax can be found in note 2.

in revenue]

[3% organic growth

Overview

The Group performance was resilient and strong during the year, driving

organic growth in revenue and profit and reinforcing the strength of the

balance sheet, reflected by the closing net cash position.

Adjusting items, measures and adjusted results

In this financial review reference is made to adjusted results as well as the

equivalent statutory measures. The Directors make use of adjusted

results, which are not considered to be a substitute for or superior to IFRS

measures, to provide stakeholders with additional relevant information

and enable an alternative comparison of performance over time. Adjusted

results exclude amortisation of intangible assets (excluding computer

software), impairments, other income (when material or of a significant

nature), and other adjusting items.

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Annual Report and Financial Statements 2022

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Financial review continued

Deferred consideration receivable

The deferred consideration receivable balance of £1.7m (2021: £1.8m) relates

to the disposal of ICP in July 2018 with £1.5m recognised within non-current

assets and the remaining £0.2m recognised within current assets.

Disposal group held for sale

As at 30 June 2022, the disposal group classified as held for sale relates to

Wilmington Inese SL. The assets of the disposal group held for sale are

£1.5m, including £0.8m of cash and cash equivalents, and liabilities of the

disposal group held for sale are £1.3m.

Trade and other receivables

Trade and other receivables were £27.1m (2021: £28.7m). This decrease

was mainly due to the disposal of AMT and La Touche Bond Solon

Training Limited, which collectively comprised £1.4m within trade

receivables in the prior year.

Current tax asset

At 30 June 2022 the Group recognised an asset relating to current tax of

£1.3m (2021: £0.3m). The net asset position reflects a net repayment position.

Trade and other payables

Trade and other payables decreased by £4.7m to £50.3m (2021: £55.0m).

Within this, subscriptions and deferred revenue increased by £1.3m or

4.3% to £31.4m (2021: £30.1m) and trade and other payables decreased

£6.0m to £18.9m (2021: £24.8m).

This increase in subscriptions and deferred revenue was driven in large

due to the growth of subscription services in the year and a year on year

increase in June sales. The decrease in trade and other payables was

primarily driven by the unwind of payroll tax payments and better payment

practices for amounts owed to suppliers.

Provisions

Provisions were £1.5m (2021: £1.8m), relating wholly to future committed

costs associated with the closed portion of the head office space.

Net cash, lease liabilities and cash flow

Net cash, which includes cash and cash equivalents, cash classified as

held for sale, bank loans (excluding capitalised loan arrangement fees)

and bank overdrafts, and lease liabilities was £13.0m (2021: net debt of

£28.0m). This significant net cash position is driven by a strong trading

performance delivering improved profits, effective cash management as

well as a significant cash inflow associated with the other income items

mentioned above.

Lease liabilities decreased to £7.5m (2021: £10.7m) which represents cash

payments in relation to contractual lease obligations, offset in part by

£0.3m of notional interest on lease liabilities reported within net finance

costs.

Cash conversion remained strong at 114% (2021: 104%).

Share capital

During the year 224,838 (2021: nil) new ordinary shares of £0.05 were

issued to satisfy the Company’s obligations under the SAYE Plan.

During the year the Wilmington Group plc Employee Share Ownership

Trust (‘ESOT’) purchased 170,097 ordinary shares for the purpose of

future settlement of employee share schemes. On 30 September 2021,

37,435 shares vested under its Performance Share Plan settled via the

ESOT. In April 2022 3,552 shares were used to satisfy the Company’s

obligations under the SAYE Plan. At 30 June 2022, the ESOT held

403,782 shares (2021: 274,672).

Guy Millward

Chief Financial Officer

[21] September 2022

Taxation

The tax charge for the year was £3.3m (2021: £2.5m) reflecting an

effective tax rate of 9.1% (2021: negative 125.0%). The substantial

decrease in the effective tax rate year-on-year reflects the nature of other

operating income and adjusting items, specifically the gain on disposal of

businesses in 2022 which was not subject to corporation tax, and the

impairment charge in 2021 which was not deductible for tax purposes.

The underlying tax rate which ignores the tax effects of adjusting items

remained essentially unchanged at 21.0% (2021: 20.5%).

Earnings per share

Adjusted basic earnings per share increased by 37.0% to 18.66p (2021:

13.62p), due to the increase in adjusted profit before tax, a broadly flat

underlying tax rate and an essentially unchanged number of issued

ordinary shares (see below). Basic earnings per share was 37.46p (2021:

basic loss per share of 5.18p) in the prior year, reflecting the increase in

profit after tax.

Dividend

A final dividend of [•]p per share (2021: 3.9p) will be proposed at the AGM.

This will give a full year dividend up [•]% to [•]p (2021: 6.0p) and dividend

cover of [•] times (2021: 2.3).

If approved it will be paid on 28 November 2022 to shareholders on the

October 2022.

Balance sheet

Non‑current assets

Goodwill at 30 June 2022 was £61.1m (2021: £65.8m) which was primarily

due to goodwill disposed of £6.2m for AMT. Additionally, a strengthening

US Dollar led to an increase in the Sterling value of the US Dollar portion of

the Group’s goodwill.

Intangible assets decreased by £4.6m to £9.4m (2021: £14.0m) due to

amortisation of £6.1m, partly offset by additions of £1.3m within computer

software reflecting the Group’s continued strategy to invest in the existing

businesses to fuel organic growth. Additions reflect the continued

investment in Wilmington’s digital transformation.

Property, plant and equipment decreased by £2.4m to £6.9m (2021: £9.3m).

The decrease in purchased property, plant and equipment was

attributable to depreciation £2.4m, £0.6m impairment mentioned above

and assets transferred to held for sale £0.3m relating assets held by Inese

(see disposal group held for sale below), partially offset by additions £0.9m.

Strategic Report Financial StatementsOur Governance

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Annual Report and Financial Statements 2022

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Risks and uncertainties facing the business

Identifying

and managing our risks

Responsibility for the Group’s system of risk management and internal

controls ultimately lies with the Board. Risk identification, assessment and

management is central to the Group’s internal control environment, and

risk management is recognised as an integral element of the Group’s

operating activities.

The Board is also responsible for determining the Group’s appetite for

risk, and the acceptable level of risk that can be taken on by the Group

and its individual operating entities when assessing its strategic

objectives (‘Wilmington risk appetite’). The Board sets and clearly

communicates its local risk appetite to the business leaders responsible

for executing their activities in various locations across the global

portfolio. The guidelines set in response to the Group’s risk appetite are

complemented by the Group’s comprehensive portfolio of policies

governing conduct, including its Anti-Bribery and Corruption (‘ABC’) and

Modern Slavery guidelines, and in accordance with delegated authority

limits. The Group’s Risk Assessment covers a three year period, as is

consistent with the period of assessment used in its strategic planning

process and viability review.

The Wilmington Executive Committee coordinates and facilitates the risk

assessment process on behalf of the Board. The Executive Committee

reports directly to the Board using a combination of structured formal

interviews, monthly operational updates, site visits, ‘bottom up’ reporting

and registers (together, the ‘Risk Assessment’). The Risk Assessment

covers both external and internal factors and the potential impact and

likelihood of those risks occurring. Twice per annum the Audit Committee

discusses the report received from the external auditors regarding their

review and audit procedures; which include comments on their findings

on internal control and risks.

Once identified, risks are reviewed and then incorporated into formal risk

registers held at both a Group and entity level, which evolve to reflect any

changes to identified risks and the emergence of any new risks. Where it

is considered that a risk can be actively mitigated to the benefit of the

business, responsibilities are assigned, and action plans are agreed.

As well as assessing ongoing risks the Executive Committee considers

how the business could be affected by any emerging risks over the long

term. Emerging risks are those which may develop but have a greater

uncertainty attached to them. Twice per annum Managing Directors

(MDs) and Heads of Group Functions are asked to highlight any new or

emerging new risks, these are then reported to the Board and monitored

on an ongoing basis.

Our risk assessment process provides a clear framework for identifying

and managing risk, both at an operational and strategic level, and has

been designed to be appropriate to the ever-changing environments in

which we operate.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Risks and uncertainties facing the business continued

Risk management structure, roles and responsibilities

The Board regularly reviews the Group’s key risks and is supported in the discharge of this responsibility by various committees,

specifically the Audit Committee. The risk management roles and responsibilities of the Board, its Committees, and business

management are set out below, and all these responsibilities have been met during the year.

Executive Committee

Ongoing review & control

Responsibilities

• Strategic leadership of the Group’s operations

• Ensure that the Group’s risk management and other

policies are implemented andembedded

• Consider emerging risks in the context of the Group’s

strategic objectives

• Monitor the application of risk appetite and the

effectiveness of risk managementprocesses.

• Monitor the discharge of their responsibilities by

operating entities

Actions

• Review of risk management and assurance activities

and processes

• Respond to notifications of changing and emerging

risk within their area of business responsibility

• Govern monthly/quarterly finance and performance

reviews

• Review key risks and mitigation plans and consolidate

Group risks

• Review the three year strategic plan

• Review results of assurance activities

• Escalate key risks to the Board

Senior Leadership

Team

Ongoing risk assessment

Responsibilities

• Maintain an effective system of risk management and

internal control within their function/operating

company

• Maintain strong and timely communication with the

Executive Committee in respect of emerging and

changing risks.

Actions

• Regularly review operational, project, functional and

strategic risks

• Review mitigation plans

• Plan, execute and report on assurance activities as

required by entity, region or group.

Audit Committee

Support to the Board

Responsibilities

• The Audit Committee supports the Board by

monitoring risk and reviewing the effectiveness of

Group internal controls, including systems to identify,

assess, manage and monitor risks.

Actions

• Receive regular reports on the internal and external

audit and other assurance activities

• Determine the nature and extent of the principal Group

risks and assess the effectiveness of mitigations

• At least annually review the effectiveness of risk

management and internal control systems

• Review the adequacy of the Group’s key conduct

policies

Board

Ultimate responsibility for

riskmanagement

Responsibilities

• Approve the Group’s strategy and objectives

• Determine Group appetite for risk in achieving its

strategic objectives

• Establish the Group’s systems of risk management

and internal control

Actions

• Assess managements strategic decisions in the

context of it’s risk appetite.

• Receive regular risk updates from the businesses

Wilmington risk appetite

The Group’s approach is to minimise exposure to reputational, financial

and operational risk, whilst accepting and recognising a risk/reward

trade-off in the pursuit of its strategic and commercial objectives.

The provision of solutions primarily to the Governance, Risk and Compliance

market, means that the integrity of the business and its brands is crucial and

cannot be put at risk. Consequently, it has zero tolerance for risks relating to

non-adherence to laws and regulations (‘unacceptable risk’). The business,

however, operates in a challenging and highly competitive marketplace that is

constantly changing not just in regulation and legislation but also for new

technology and process innovation.

It is therefore part of day-to-day planning to make certain financial and

operational investments in pursuit of growth objectives, accepting the risk

that the anticipated benefits from these investments may not always be

fully realised. Its acceptance of risk is subject to ensuring that potential

benefits and risks are fully understood and sensible measures to mitigate

risk are established.

Emerging risks

The Group recognises that the global climate crisis is a significant driver of

future socio-economic and environmental change, and accordingly presents

potential risk to the Group’s ability to deliver its strategic objectives.

During the 2022 risk assessment and strategic planning processes, the

Group conducted a detailed review of the potential risks that may arise as

a result of climate change. Following the review management concluded

that impacts of climate change should continue to be high on the agenda

of its strategic planning and risk assessment processes, but should not be

classified as a discrete principal risk, justified by two key outcomes.

1. The review demonstrated that the Group’s business model and its

strategy has an inherent resilience to the impacts of climate change for

the following reasons:

• Lack of direct reliance on the natural resources impacted most

heavily by climate change to deliver its products.

• Proven agility and resources to facilitate relocation of operations &

events or transition to digital alternatives if an extreme climate

event occurs.

• Presence across different markets in different locations and no

significant customer concentration in the sectors at most risk of

severe disruption from climate change.

• Strong alignment of its core offering to potential transition impacts

specifically in relation to new policy, regulatory change, and data

and information insights and analysis.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Risks and uncertainties facing the business continued

1. Market and innovation

Supporting sustainability pillar(s):

Description

The specialist markets we serve are highly competitive, these markets

experience growth, decline, consolidation and disruption which change

customer needs and preferences.

These factors combined mean that if we do not continually innovate and invest

in our business we will not deliver the organic growth required to maintain

acceptable margins and best in class returns over the long term.

Mitigation

Product management is a key area of focus for the progression of the Group’s

strategic objectives.

The Group has a dedicated New Product Development (NPD) framework,

managed by an Investment Committee. The objectives of the committee are to

actively encourage innovation whilst maintaining strong governance and rigour

around internal investment and provide detailed post-investment appraisal.

Depending on the size of the initiatives, Board or Investment Committee

approval is required to ensure that the Group’s significant projects are aligned

to the overall strategy.

Within the product development framework, we have implemented a

methodology which involves stripping back requirements to the ‘minimum

viable product’ which serves the fundamental needs of our customers and then

adopting ‘customer advisory groups’ to learn what additional features would be

of value to our customers. This iterative roll-out process ensures more effective

and focused product development that continually responds to customer

needs.

This approach has proven highly effective in the ongoing development of our

hybrid delivery model, and in respect of product enhancements that

differentiate our offering and define our competitive advantage.

Change since 2021

Same risk

Supporting sustainability pillars

Cultural PositivityCP Customer EmpowermentCE

Proactive AssurancePA Environmental ResponsibilityER

Change to risk

Since 2019 the Group recognised a principal risk relating to IR35 Tax

Reform, and the associated impact of the new legislation on the operation

of the Group and it’s relationship with contractors providing key services.

In the prior year, this risk was downgraded to be classified as low

likelihood, low financial impact due to the successful implementation of

processes to manage the transition. Processes and controls in place to

effectively manage IR35 Tax Reform have subsequently been fully

integrated into the Groups broader contractor and employee

management structure, and therefore the Board considered it appropriate

to remove the risk from the Group’s principal risks at 30 June 2022.

Financial impact

Low

<£1m

Medium

£1–2m

High

>£2m

Likelihood

Low

<20%

Medium

20–80%

High

>80%

6 4

510

1. Market and innovation

2. Lack of changes to regulations

and legislation

3. People

4. Intellectual property rights

infringement

5. Failure or significant interruption

to IT systems causing disruption

to client service

6. Technology and speed of

change

7. Remoteness of operations and

globalisation

8. Dependency on key data

sources

9. Major incidents

10. Reputational risk

Emerging risks continued

2. The business risks associated with climate impacts identified in the

review strongly aligned to those that already sit on the Group’s risk

Group’s operations would manifest itself either through physical

disruption to our people, customers, suppliers and their working

environments or through market disruption triggered by the transition

to a low carbon economy. The risks associated with these disruptions

are specifically addressed by our existing principal risks, and therefore

the Board gained comfort that the management of climate change

risks is well aligned to, and can be effectively integrated with, the

existing principal risk mitigation strategies.

Details of the specific impacts considered and how these align to our

existing principal risk mitigation strategies are disclosed on pages [29]

to[30].

Principal risks

During the year the Directors have carried out an assessment of the

principal risks facing the Group – including those that would threaten its

business model, future performance, solvency or reputation. The ten key

risks and uncertainties relating to the Group’s operations, along with their

potential impact and the mitigations in place, are set out below. There may

be other risks and uncertainties besides those listed below which may

also adversely affect the Group and its performance. More detail can be

found in the Audit Committee report on pages [41] to [42].

As part of their assessment, the Directors reviewed the principal risks in

the context of their potential impact on the Group’s ability to achieve its

strategic objectives as set out on pages [22] to [26].

The Group’s sustainability strategy defines the responsible business

culture advocated by the Board that directly contributes to the effective

management of the Group’s risks, helping to enhance the delivery of its

broader strategic objectives. Therefore the four pillars of the sustainability

strategy have been mapped to any principal risks for which the associated

activities contribute a valuable element of the mitigative action, being:

Cultural positivity (‘CP’), Customer empowerment (‘CE’), Environmental

responsibility (‘ER’), Proactive Assurance (‘PA’).

In summary, our principal risks in the context of the strategic goals and

viability review are mapped over a three year period as follows:

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Risks and uncertainties facing the business continued

4. Intellectual property rightsinfringement

Supporting sustainability pillar(s):

Description

Protection of our intellectual property builds competitive advantage by

strengthening barriers to entry. Our intangible resources include data,

processes, technological know-how, branding and our workforce.

Intellectual property rights are integral to the Group’s success.

Mitigation

We take a zero tolerance approach to any intellectual property infringement

and will take all necessary action to enforce our rights and proactively identify

infringements.

Wilmington’s policy is to litigate against any infringement of our intellectual

property rights.

Operating businesses are actively encouraged to develop and protect the

know-how in local jurisdictions.

Change since 2021

Same risk

2. Lack of changes to regulations and legislation

Supporting sustainability pillar(s):

Description

Wilmington’s businesses operate in the GRC and Regulatory Compliance

markets. The product portfolio is therefore heavily centered around helping

customers manage the operational complexity and increased risk caused by

wide-ranging laws, regulations and legislation.

Changes to the regulatory landscape offer opportunities for Wilmington to

leverage its knowledge and expertise to assist clients and customers with the

change.

A lack of regulatory change would reduce new opportunities for growth and

demand for existing products and services.

Mitigation

We actively monitor Government regulatory bodies and relevant committees to

ensure that we understand the future landscape. This enables us to position

both our existing and new products and services to help better deliver to our

clients and customers.

Local plans are updated as part of the internal strategic planning process to

enable us to respond quickly to market information and economic trends.

Continual monitoring of market conditions and market changes against our

Group strategy, supported by the reforecasting and reporting in all of our

businesses, is key to our ability to respond rapidly to changes in our operating

environment.

The ongoing volatility of the global economy, and associated societal impacts,

indicates that continued regulatory and legislative change is likely in the short

to medium term. However the Group continues to innovate and diversify its

product portfolio by offering more value-added products which are less

dependent on changes in regulation. A core focus of our model, and a key

characteristic of our business is our ability to leverage our strengths to quickly

adapt to changing customer requirements. This agility has underpinned the

agility of our business model to continue to deliver growth during periods of

significant uncertainty and change.

Change since 2021

Same risk

3. People

Supporting sustainability pillar(s):

Description

The implementation and execution of our strategies and business plans depend

heavily on our ability to recruit, motivate and retain a diverse workforce of skilled

employees and management - particularly senior management, subject matter

experts and those with technology and data analytics capabilities.

An inability to recruit, motivate or retain such people could adversely affect our

business performance.

Failure to recruit and develop a diverse talent base for the Group that does not

reflect the diversity of the customers we serve could also adversely affect our

reputation and business performance.

Mitigation

We advocate positive employee experience as a core priority for all parts of our

business, and we have a comprehensive People strategy to support this ambition.

The work of our People team covers an extensive range of issues that

contribute to the development of a positive culture that is vital as we attract,

retain and develop talent.

The work of the People team, with the sponsorship of the Board and the

Executive committee, delivers a wide range of services to enhance employee

experience. These are underpinned by dedicated strategies that drive progress

across the following key areas of focus:

• Diversity and Inclusion

• Reward and recognition

• Talent acquisition and development

• Wellbeing

• Engagement

The Group operates a competitive remuneration package that is enhanced by share

plans for certain senior management, and also operates a Save As You Earn scheme

for UK employees to further align the interests of employees and shareholders.

Change since 2021

Same risk

Supporting

sustainability pillars

Cultural PositivityCP Customer EmpowermentCE Proactive AssurancePA Environmental ResponsibilityER

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Risks and uncertainties facing the business continued

7. Remoteness of operations and globalisation

Supporting sustainability pillar(s):

Description

A key operational risk emanates from the remoteness of operations away from

key management personnel, and from the increasing global spread of our

businesses.

There is a currency risk from operating in a large number of countries.

Mitigation

Control is exercised locally in accordance with the Group’s policy of

autonomous management. We seek to employ high quality local experts.

The Executive Committee ensures that overall Group strategy is fulfilled

through ongoing review of the businesses. The creation of centrally managed

and divisional level oversight of finance, technology and people strategies

provides a central insight into local operations and allows more central control

than would be possible with geographically distributed functions.

We manage currency risk in local operations by matching revenue and costs in

the same currency, closely monitoring our cash position and, where applicable,

taking a low risk approach when applying treasury policy.

Change since 2021

Same risk

5. Failure or significant interruption to IT systems

causing disruption to client service

Supporting sustainability pillar(s):

Description

Major failures in our IT systems may result in client service being interrupted or data

being lost/corrupted causing damage to our reputation and/or a decline in revenue.

There is a risk that a cyber attack on our infrastructure by a malicious individual or

group could be successful and impact critical systems used across the Group.

Mitigation

Our IT infrastructure is supported by a UK based third-party specialist, and is

consistently reviewed and improved to ensure the best quality experience for

both our employees and our customers. As part of the management strategy we

have a shared hosting facility for our internal systems, giving us Tier 3 and ISO

27001 data centres for extra security and a common disaster recovery position.

We continued to focus on recruitment, retention and training of highly skilled

internal IT and data specialists to ensure we demonstrate best practice service

management.

We continue to roll out mandatory cyber security training for all staff to increase

the awareness of this increasing threat. In addition, our outsourced IT

infrastructure partner proactively monitors our network periphery for potential

cyber-attacks. We also run education and simulations of cyber-attacks for staff

to further increase awareness and reduce this risk.

Specific back-up and resilience requirements are built into our systems and we

are increasingly becoming more cloud based.

Our critical infrastructure is set up so far as is reasonably practical to prevent

unauthorised access and reduce the likelihood and impact of a successful attack.

Business continuity and disaster recovery plans are in place and are assessed

continually to ensure that they cover the residual risks that cannot be mitigated.

The Group also outsources the hosting of all websites improving resilience,

efficiency and scalability.

Change since 2021

Same risk

6. Technology and speedofchange

Supporting sustainability pillar(s):

Description

Digital and technological transformation is now moving at a fast pace across

the globe, disrupting value chains and transcending the traditional ways of

conducting business.

Digitisation continues to drive significant change in our customers’ business

models, and in their appetite for products that align to these changes. Although

digital and technological transformation offers Wilmington opportunities for

growth and value creation, it comes with its own set of challenges and risks.

Mitigation

Our NPD process described in key risk 1 enables and encourages product

innovation throughout our business. This has improved our rate of innovation to

deliver ‘client centric’ products.

Our technology and data teams have a significant range of valuable

experience, including that gained in mature digital organisations. We actively

deliver projects in an “agile” fashion using strong product management

methodologies.

The rapid digitisation of our business in response to the Covid-19 pandemic

demonstrated our ability to rapidly adapt to change in this area. The lessons

learnt in that period of rapid transformation continue to guide our strategies for

future development and effective mitigation of the risk that we will be

challenged by rapid technological change.

Change since 2021

Same risk

Supporting

sustainability pillars

Cultural PositivityCP Customer EmpowermentCE Proactive AssurancePA Environmental ResponsibilityER

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Risks and uncertainties facing the business continued

10. Reputational risk

Supporting sustainability pillar(s):

Description

Much of the Group’s revenue is generated by training clients in matters of

regulatory compliance, or by hosting events that debate such topics.

If the Group were to suffer a compliance breach itself then prospective clients

may call into question its fitness to provide such training or host such events.

The overseas entities in the Group are exposed to bribery and compliance

breaches. Non-compliance with the territories legislation could cause

reputational damage to the Group.

Mitigation

The Board maintains a zero-tolerance approach to non-adherence with laws

and regulations. This is clearly communicated to employees and is reinforced

through the Company’s internal communications.

The Board receives regular updates on changes to applicable legislation and

regulation and plans, both in the UK and overseas in order to adopt them across

the Group.

Individual businesses operate under specific independent brands, and this

helps mitigate the potential fall-out across the Group if there was an issue in any

specific business.

The Group also has a policy to retain emails for a limit of two years to prevent

loss of key data.

Change since 2021

Same risk

8. Dependency on keydatasources

Supporting sustainability pillar(s):

Description

Wilmington generates a significant amount of revenue from the sale of, or the

licensed access to, data. This data is often sourced from third parties who

provide to Wilmington either exclusive or non-exclusive licences to use the

data.

There could be a significant decrease in the Group’s revenue if Wilmington were

to lose these licences completely or in the case of exclusive arrangements if we

were to lose the exclusive rights.

Mitigation

We monitor key data licence contracts across the business to ensure that all

key contracts that are close to expiring are identified as early as possible.

We have close working relationships with the third parties to these contracts

and aim to start negotiations to extend the contracts at an early stage to give

Wilmington the best possible chance of renegotiating and extending the

contracts.

Change since 2021

Same risk

9. Major incidents

Supporting sustainability pillar(s):

Description

We operate internationally and are exposed to major incidents and global

events. These can be caused by extreme weather, natural disasters, major

disease outbreak, military action, civil unrest or terrorism.

In most cases, there is relatively little businesses can do to control causes of

major incidents. Major incidents have the potential to cause harm and injury to

people, venues and facilities and severely interrupt business. Our face-to-face

events and training business is particularly vulnerable to this type of risk.

Mitigation

The Group continues to carefully manage the proportion of its income

generated from large face-to-face events to reduce exposure to this risk. It also

continues to focus on a hybrid delivery model for all of its products to allow

adaptation in the event of a major incident.

The Group’s events function also have event-specific strategies to mitigate the

risk of disruption from major incidents, including selecting well connected

locations with reliable infrastructure systems and seeking flexible agreements

with venues to increase the potential to transfer or postpone events if

disruption does occur.

The Covid-19 pandemic demonstrated that a major incident does have the

ability to impact multiple locations over a protracted time period. However,

continued innovation and investment across the Group has demonstrated that

the ability to operate on a 100% digital basis provides significant mitigation to

this risk.

The Group assesses the value of insurance cover for cancellations on a case

by case basis, to ensure the associated cost and reliability of cover is

considered economical.

Change since 2021

Same risk

Supporting

sustainability pillars

Cultural PositivityCP Customer EmpowermentCE Proactive AssurancePA Environmental ResponsibilityER

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Graphic

tbc

Climate change – impact and adaptation

As we continue to assess the impacts of climate change on our business,

we have further aligned our work with the recommendations of the Task

Force on Climate-related Financial Disclosures (TCFD). Central to this

work has been the analysis performed during the year to assess

climate-related risks and opportunities, and to consider different

outcomes depending on potential future scenarios.

We anticipate that climate change will have a wide range of impacts on all

of our stakeholders because of the strong interconnection between

environmental conditions and societal change. Therefore whilst our

business model exhibits an inherent resilience to the worst physical

impacts of climate change, our assessment highlighted that the transition

to a lower carbon economy will have direct implications for our core

offering in the Governance Risk and Compliance market, and that the

broader impacts of both physical and transition risks will affect how our

people, customers and suppliers operate effectively.

Governance and responsibilities

Board oversight of the Group’s response to climate change sits with the

Audit Committee Chair, and ultimate responsibility for management sits

with the Chief Financial Officer. Responsibility for day-to-day

management sits with the Group Finance and Sustainability Director, in

collaboration with the Executive Committee and Senior Leadership Team.

This approach to governance is integrated with the Group’s broader

strategic planning process, its sustainability governance framework as

outlined on page [12], and the Group’s risk assessment process as

described on pages [22] to [26].

Impact assessment

Our assessment identified ten potential climate change impacts that are

relevant to Wilmington, and these include both physical impacts and those

related to the transition to a low carbon economy. The strategic

implications of each impact identified have been considered in the context

of their potential to disrupt or enhance the Group’s potential to deliver its

broader strategic objectives, as summarised on pages [29] to [30]. Where

a climate-related risk aligns strongly to one of the Group’s existing risks

and associated mitigation strategies, it has been mapped to the relevant

principal risk. Each impact identified has also been classified in relation its

potential to increase exposure to a risk or generate viable new market

opportunities.

Classification Exposure:

Effectiveness of

risk mitigation

Potential: Result of

associated

opportunity

Low Prevent material

impact on strategic

progress

Unlikely to generate

financial returns

Moderate Reduce extent of

material impact on

strategic progress

Could generate

immaterial financial

returns

High Failure to prevent

material impact on

strategic progress

Could generate

material financial

returns

Quantifying the impacts

The focus of our assessment has been to perform a robust qualitative

analysis that can be used to effectively inform our response to climate

change as an integral part of the Group’s strategic planning processes.

Whilst we have not quantified these impacts specifically, the nature of the

most relevant issues identified aligned strongly to those assessed as part

of the Group’s viability assessment. As disclosed on page [32], as part of

this assessment we modelled the potential financial impacts of the

Group’s principal risks over a three year period. Reference to this viability

testing therefore provided scope to validate the reasonableness of our

assumptions regarding which climate impacts could have a material

impact on the financial returns of the Group in the short term. Whilst the

medium and long term implications have not been quantified, the

assessment and scenario planning analysis has demonstrated that the

nature of the impacts would be strongly aligned over these time periods.

[Climate-related

risks and opportunities]

Image TBC

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Climate impacts Exposure / Potential Strategic implications and response summary

Physical

impacts

Extreme climate events disrupt office and

home-working infrastructure

Risk: Low

Opportunity: N/A

Inherent resilience through agile workforce and hybrid working practice. Continue to invest in technological capabilities and review resilience

of office infrastructure as part of ongoing strategic planning and capital investment processes. Maintain strong employee engagement and

support.

Principal risk alignment:

– People,

– IT system disruption,

– Major incidents

Extreme climate events disrupt face-to-face

events or training, and business development

opportunities

Risk: Low

Opportunity: N/A

Inherent resilience due to digital-first model and hybrid delivery capabilities. Continue to follow risk mitigation plan integrated into face-to-face

events planning process. Continue to factor potential costs of transition to virtual alternatives into budgetary planning process.

Principal risk alignment:

– IT system disruption,

– Technology,

– Major incidents

Sector specific physical impacts disrupt

customers in high exposure categories

Risk: Low

Opportunity: Moderate

Relatively low customer concentration in high exposure categories. Requirement for regulatory insight and training likely to increase due to

climate change triggering further reliance on our services. Continue to innovate and provide mission critical information and training to

customers to protect revenue streams.

Principal risk alignment:

Extreme climate events cause supply chain

disruption

Risk: Low

Opportunity: N/A

Inherent resilience through low supplier concentration and limited reliance on raw materials. Continue to assess viability risk of material

suppliers in line with risk policy.

Principal risk alignment:

– IT system disruption

Transition

impacts

Transition to low carbon economy triggers shift in

customer markets

Risk: Low

Opportunity: High

Strong alignment to GRC market focus. Maintain strong communication channels with customers and continue to innovate to meet changing

needs. Integrate climate-related content and solutions into core data and training products. Successful realisation of opportunities is

dependent on talent, innovation and operational effectiveness.

Principal risk alignment:

– Market and innovation,

– People,

– Technology,

– Data source reliance

Changing attitudes to business travel Risk: Low

Opportunity: N/A

Inherent resilience due to digital-first model. Maintain flexibility to offer hybrid delivery and focus on quality in digital alternatives to face-to-face

products. Maintain strong communication with customers via virtual formats.

Principal risk alignment:

– IT system disruption,

– Technology

Evolution of carbon taxes Risk: Low

Opportunity: Moderate

Limited exposure due to industry focus. Maintain strong visibility of potential future cost and compliance implications as part of budgetary

planning processes. Maintain focus on updating core product offering to align to associated regulatory change.

Principal risk alignment:

– Reputation

Policy change regarding domestic infrastructure Risk: Low

Opportunity: N/A

Exposure limited to workforce disruption caused by domestic infrastructure changes. Continue to provide office premises for effective

operations, and maintain commitment to real living wage.

Principal risk alignment:

– People

Increased corporate reporting requirements Risk: Low

Opportunity: High

Limited exposure due to strong internal reporting processes. Maintain strong internal processes to ensure timely integration of policy change

into training material and associated services.

Principal risk alignment:

– Market and innovation,

– Regulation

Stakeholder expectations of Wilmington’s

response to climate change

Risk: Low

Opportunity: High

Limited exposure due to strong commitment to participation in the climate agenda. Future talent attraction and retention, and good customer

engagement will be significantly enhanced by clear demonstration of our commitment to environmental responsibility.

Principal risk alignment:

– People,

– Reputation

Climate change – impact and adaptation continued

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Scenario analysis

As part of our climate impacts assessment we considered the potential for

therisks and opportunities identified to vary depending on different future

scenarios. The differentiating factors most relevant to our business are the

severity of physical impacts on our people and other stakeholders, and the

speed, nature and impact of regulatory change. Therefore our approach to

selecting illustrative scenarios was to ensure our analysis encompassed the

most extreme cases in respect of these two variables. Accordingly, we have

used three scenarios which reflect reference to three core SSPs

used within

the IPCC

Sixth Assessment Report in addition to qualitative analysis by the

IEA

to provide insight into the indicative socio-economic conditions that

would result from different levels of warming, and the related policy outcomes.

A summary of these scenarios and indicative socio-economic conditions

is provided below.

Indicative

assumptions

Scenario 1 Scenario 2 Scenario 3

Related SSP 1 – 1.9 1 – 2.6 5 – 8.5

Temperature

rise trajectory

1.5°C <2°C 6°C

Policy change Significant and

timely

decarbonization

policy

implementation.

Transition

towards

decarbonization

focused policy

implementation.

Business as

usual, reactive

change only.

Customer

impact

Significant and

timely

adaptation.

Demand for

GRC solutions

increases.

Transition

towards

adaptive

measures.

Demand for

GRC solutions

increases.

Significant

disruption from

physical risks

diverts resource.

Innovation &

adaptation

Investment

facilitates

streamlined

transition to low

carbon

economy.

Heavy reliance

on good

adaptive

technologies to

facilitate

transition to low

carbon

economy.

Limited and

delayed

investment in

adaptive

technologies.

12 Shared Socio-Economic Pathway

13 Intergovernmental Panel on Climate Change

14 International Energy Agency

The below chart provides an illustrative summary of the implications for

potential outcomes in respect of the climate change impacts most

relevant to Wilmington’s strategy for each of the three scenarios.

Future focus

Our assessment has demonstrated that the climate-related impacts most

relevant to Wilmington align strongly to the Group’s principal risks that

consider disruption to operational effectiveness, and our ability to lead in

product innovation and the delivery of excellent customer experience. The

assessment also demonstrates that the needs of our customers during

the transition to a lower carbon economy will strongly align to our core

offering in governance risk and compliance. This assessment also

concluded that there is no indication of material financial exposure to the

climate-related risks identified.

The Board therefore consider the Group to be well positioned to meet its

strategic objectives by continuing to integrate its assessment of climate

change impacts into its existing risk management and strategic planning

processes, ensuring it retains the agility to respond in a way that achieves

the best outcomes for all its stakeholders.

Disclosures detailing the implementation of the 11 core recommendations

of TCFD are included throughout the Annual Report as follows:

TCFD recommendation Disclosure

1.1 Governance: Board oversight of

climate-related risks and

opportunities.

Climate change impact and

adaptation p. [29-31]

Responsible business p. [12]

Governance report p. [36-40]

1.2 Governance: Management of

climate-related risks and

opportunities.

Risk management - p. [22-23]]

Climate change impact and

adaptation p. [29-31]

2.1 Strategy: Short, medium and long

term climate-related risks and

opportunities

Climate change impact and

adaptation p. [29-31]

2.2 Strategy: Impact of climate

related risks and opportunities on

businesses, strategy, and financial

planning.

Climate change impact and

adaptation p. [29-31]

2.3 Strategy: Resilience of the

strategy, taking into consideration

different climate-related scenarios,

including a 2°C or lower scenario.

Climate change impact and

adaptation p. [29-31]

3.1 Risk: Processes for identifying

and assessing climate-related

risks.

Risk management p. [22-23]

Climate change impact and

adaptation p. [29-31]

3.2 Risk: Processes for identifying,

assessing, and managing

climate-related risks and their

integration into overall risk

management.

Risk management p. [22-23]

Climate change impact and

adaptation p. [29-31]

4.1 Metrics & Targets: Metrics used

to assess climate related risks and

opportunities in line with its

strategy and risk management

process.

Climate change impact and

adaptation p. [29-31]

Responsible business p.

[16-18]

4.2 Metrics & Targets: Scope 1, 2 & 3

greenhouse gas (‘GHG’)

emissions, and related risks.

Responsible business p.

[16-18]

4.3 Metrics & Targets: Targets used

to manage climate-related risks

and opportunities and

performance against targets.

Responsible business p.

[16-18]

Climate change – impact and adaptation continued

Potential to capitalise on opportunities

from regulatory change

Likelihood and magnitude of physical

impacts disrupting operations

Low

Moderate

High

SC1

SC2

SC3

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Viability statement

Assessing the future prospects of the Group is integral to the Board’s

business planning process, and is also closely aligned to the risk

management process as detailed on pages [22] to [23]. The planning

process includes detailed financial forecasting, regular performance

analysis, robust risk management assessment, and continued monitoring

of industry trends and wider economic conditions.

In the context of the challenging economic environment in which the

Group operates, the Board has performed a detailed assessment to

conclude on:

• the appropriateness of adopting the going concern basis in preparing

the financial statements for the year ended 30 June 2022, as disclosed

in note 1 to the financial statements; and

• the long-term viability of the Group.

Full details of the Group’s financing arrangements are set out in note 19 to

the financial statements.

Viability

In accordance with Provision 31 of the 2018 Corporate Governance Code,

the Directors have considered the prospects of the Group over a longer

period than the twelve months required under the going concern

provision. The Directors have determined that a three year period is an

appropriate term over which to provide its viability statement, being

consistent with that covered by the Group’s strategic planning process

which includes broader consideration of the Group’s principal risks and

uncertainties over the same period. The Directors also consider the

business to be sufficiently agile to respond to volatility over a longer time

frame in a way that would mitigate potential unforeseen downside.

Assessment process

The Group’s viability assessment has taken account of its current position

and the potential impact of the principal risks documented on pages [24]

to [28]. The review has focussed on the occurrence of severe but plausible

scenarios in respect of every principal risk and considered the potential of

these scenarios to threaten viability. The financial impact of each scenario

was quantified where appropriate, and subsequently mapped to a set of

mitigative actions that would be taken to manage the risk. Stress testing

analysis was also performed, illustrating the ability of the Group to manage

the impact of severe downside scenarios on its future financial position.

The outcome of this assessment indicated that the Group’s risk

management process, control systems, and current risk appetite are

sufficiently robust that a comprehensive response strategy could be

actioned to protect the prospects of the Group in the event of such

scenarios occurring.

On this basis the Directors have a reasonable expectation that the Group

will be able to continue in operation and meet its liabilities as they fall due

over the viability assessment period.

Internal control

The Board is responsible for the Group’s system of internal control and risk

management, and for reviewing the effectiveness of these systems. These

systems are designed to manage, rather than eliminate, the risk of failure

to achieve business objectives, and to provide reasonable, but not

absolute, assurance against material misstatement or loss.

In line with the Turnbull Report recommendations, the Board regularly

reviews the effectiveness of the Group’s systems of internal control. The

Board’s monitoring covers all controls, including financial, operational and

compliance controls and risk management. It is based principally on

reviewing reports from management to consider whether significant risks

are identified, evaluated, managed and controlled.

Further details of principal risks are given on pages [24] to [28] and details

of financial risks such as interest rate risk, liquidity risk and foreign

currency risk are given in the financial statements in note 21.

The key features of the internal financial control system that operated

throughout the period are as follows:

i) Financial reporting

The Board reviewed the Annual Report, together with the preliminary and

interim results announcements. The Board also reviews and approves

Trading Announcements (as appropriate).

The Board together with the Audit Committee considered the

appropriateness of the Group’s accounting policies, critical accounting

estimates and key judgments. It reviewed detailed accounting papers

prepared by management on areas of financial reporting judgment, as

outlined in the Audit Committee report on pages [41] to [42].

The Board together with the Audit Committee considered and is satisfied

that, taken as a whole, the Annual Report is fair, balanced and

understandable, and that it provides the information necessary for

shareholders to assess the Group’s performance, business model and

strategy.

ii) Management information systems

Effective planning, annual budgeting and monthly forecasting systems are

in place, as well as a monthly review of actual results compared with

forecast, budget and the prior year. The annual budget and monthly

forecasts are reviewed by the Board. Risk assessment and evaluation

takes place as an integral part of this process. Monthly reports on

performance are provided to the Board and the Group reports results to

shareholders twice a year.

Insurance cover for the Group, as well as individual operating companies,

has been procured where it is considered appropriate.

iii) Acquisitions, disposals and treasury

The Board also discusses in detail the projected financial impact of

proposed acquisitions and disposals, including their financing. All such

proposed investments are considered by all Directors. The Board is also

responsible for reviewing and approving the Group’s treasury strategy,

including mitigation against changes in interest rates and foreign

exchange rates.

Organisations

There are well-structured financial and administrative functions at both the

Group and operating company level, staffed by appropriately qualified

individuals. The key functions at Group level include: Group accounting,

corporate development, Group treasury, Group legal, human resources, IT

and data services, company secretarial and Group taxation.

Other matters

The Group has no known issues relating to human rights or modern

slavery matters. The welfare of all the Group’s stakeholders, including the

community, is carefully considered to ensure that such parties are not

adversely affected by the Group’s actions in the course of its day-to-day

business. Further details of the Group’s stakeholder engagement

processes can be found in the Section 172 Statement on pages [10] to [11].

The information forming the Strategic report on pages [1] to [33] was

approved and authorised for issue by the Board and signed on their behalf

on [21] September 2022.

Guy Millward

Chief Financial Officer

[21] September 2022

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Governance

Our

41 Board of Directors

42 Corporate governance report

47 Audit Committee report

49 Nomination Committee report

50 Directors’ remuneration report

72 Directors’ report and other statutory information

74 Statement of Directors’ responsibilities

Image TBC

Our Governance

Financial StatementsStrategic Report

Wilmington plc

Annual Report and Financial Statements 2022

For visual only, text to be supplied

Contents TBC until all text supplied

Martin Morgan

Chair

Appointment to the Board

May 2018

Skills and experience

Martin Morgan has over 30 years

of media and B2B experience,

having spent a large proportion of

his career at Daily Mail and

General Trust plc (‘DMGT’). Martin

was Chief Executive of DMG

Information and subsequently held

the position of Chief Executive of

DMGT from 2008 to 2016. He was

a Non-Executive Director of

Euromoney Institutional Investor

plc between 2008 and 2016 and

Chair of Signal Media Limited

between 2017 and 2019.

Other appointments

Martin is currently Senior

Non-Executive Director at City of

London Investment Trust plc and

Advisor to MMC Ventures.

Mark Milner

Chief Executive Officer

Appointment to the Board

July 2019

Skills and experience

Mark Milner joined Wilmington

from the Daily Mail and General

Trust plc (‘DMGT’) where since

2001 he held a number of senior

roles. These included Chief

Executive Officer of Landmark

Information Group, its property

information division, from 2013 to

2018. Prior to this, Mark was Chief

Executive Officer of the Digital

Property Group, responsible for

running its consumer-focussed

property portals, PrimeLocation,

Findaproperty and Globrix until

their merger with Zoopla in 2012.

Between 2001 and 2008 Mark

held a variety of positions at

Associated Northcliffe Digital Ltd,

becoming Managing Director of

the Specialist Division. Whilst there

he was involved in the launch of

Mail Online, which subsequently

became the world’s most visited

English language news site. Mark’s

early career was spent in

commercial and sales roles in the

newspaper industry.

Guy Millward

Chief Financial Officer and

Company Secretary

Appointment to the Board

November 2020

Skills and experience

Guy Millward has extensive

experience in senior finance

positions at several publicly listed

and privately held technology

companies. His previous roles

include that of CFO at Imagination

Technologies Group plc,

Advanced Computer Software

Group plc, Quixant plc, Metapack

Limited and Bighand Limited,

Group Finance Director at Alterian

plc, Morse plc and Kewill plc. Guy

is a Fellow of the Institute of

Chartered Accountants in England

and Wales.

Other appointments

Guy is currently a Non-Executive

Director and Chair of the Audit

Committee at Eckoh plc.

Paul Dollman

Independent

Non-ExecutiveDirector

Appointment to the Board

September 2015

Skills and experience

Paul Dollman is a Chartered

Accountant and enjoyed a

successful career in finance as the

Group Finance Director of John

Menzies plc. l was also a

Non-Executive Director of Air

Partner plc, an aviation services

business where he was the Audit

Committee Chair until April 2022.

Paul is the Senior Independent

Director (SID).

Other appointments

Paul is the Audit Committee Chair

of Verastar, a private equity owned

business which provides essential

business services (telecoms,

water and energy and insurance)

to the small business market. He is

also a member of the Competition

Appeals Tribunal.

William Macpherson

Independent

Non-Executive Director

Appointment to the Board

February 2021

Skills and experience

William Macpherson brings a

wealth of experience to

Wilmington following a successful

executive career as CEO of a

number of professional education

and skills development

organisations. He was CEO of QA

between 2008 and 2019 during

which time the company achieved

very significant growth. Prior to

that he was CEO of Kaplan

International, The Financial

Training Company and Wolters

Kluwer Professional Training.

William is the Director responsible

for worker representation at

Wilmington.

Other appointments

William is a Non-Executive Director

and Chair of Learning Curve Group

Limited, Chair of Hatcham College

Academy and a Non-Executive

Director of the London Film School.

Helen Sachdev

Independent

Non-ExecutiveDirector

Appointment to the Board

April 2020

Skills and experience

Helen Sachdev is a founding

Director of the B2B coaching

practice WOMBA (Work, Me and

the Baby). Helen brings a wealth of

experience to Wilmington

following a successful blue-chip

executive career in retail at

Sainsbury’s and Tesco, in retail

banking with Barclays and in

residential property with Marsh &

Parsons. She was Non-Executive

director of Communisis plc from

June 2018 until its acquisition in

December 2018, and a Non-

Executive Director of McKay

Securities plc until May 2022. She

is an accredited Ashridge coach

and a Fellow of the Chartered

Institute of Management

Accountants.

Other appointments

Helen is a Non-Executive Director

and Chair of the Loughborough

Building Society and a Non-

Executive Director and Chair of

PPL PRS Limited.

Committee key

Audit Committee

Nomination Committee

Remuneration Committee Committee Chair

Board of Directors

A N RA N R A N RA N R

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Corporate governance report

Chair’s introduction

Responsibility for good governance lies with the Board. As a Board we are

committed to maintaining the highest standards of corporate governance

and believe that an effective, challenging and diverse Board is essential to

enabling the Group to deliver its strategy and achieve long term value for

its stakeholders. Further information on our strategy and business model

can be found in the Strategic report on pages [3] to [4].

The Board is dedicated to setting the right tone at the top by promoting an

inclusive culture that fosters innovation, ambition and curiosity whilst

demonstrating the highest standards of integrity. Our robust governance

structure combined with our commitment to responsible business

practice sits at the heart of our approach to management at all levels,

facilitating sustainable growth that delivers positive outcomes for all of the

Group’s stakeholders.

By promoting a responsible business culture we continue to demand the

highest professional standards from all of our people all of the time. To

reinforce that we have a comprehensive portfolio of policies accessible to all

staff to support their day-to-day decision making. We have a zero tolerance

approach to breaches of the conduct standards set out in these policies.

Further details of the work that underpins our approach to responsible

business are set out in the Sustainability report on page [12].

Compliance with the 2018 UK Corporate Governance Code

The Group abides by the 2018 UK Corporate Governance Code published

by the Financial Reporting Council (‘FRC’). The Board has put in place

provisions to ensure compliance with the Code such that it believes it is in

compliance except for the following matter:

i) The 2018 Code removes the small company exemption that the

Company has previously taken to allow the Chair to be a member of

the Audit Committee. The Board, advised by the Nomination

Committee, currently believe it is appropriate that the Chair remains a

member of the Audit Committee given the size of Wilmington plc and

his experience. This decision will be assessed annually.

Stakeholder engagement (Section 172 Companies Act 2006)

The Board has always considered the potential impact of the Group’s

activities on its various stakeholders. The key stakeholders of the Group

are set out in the Strategic report on page [10] which also includes

information about how the Company engages with them and how the

Directors, supported by the wider business, show regard for the matters

set out under Section 172 of the Companies Act 2006. The Board believes

that the Company can only be successful when the interests of these

stakeholders are considered, and reflected accordingly in the Company’s

decision-making processes and strategic objectives.

The Board regards it as important to maintain an active dialogue with our

shareholders. Further details regarding engagement with shareholders are

set out on pages [10] to [11]. The Board receives regular reports from the

Executives, the Chair and from advisors on feedback from shareholder

meetings.

good governance

Martin Morgan

Non-Executive Chair

Demonstrating

Image TBC

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Annual Report and Financial Statements 2022

Corporate governance report continued

Composition and independence

The composition of the Board remained consistent during the year. The

Board reviews Non-Executive Director independence on an annual basis

and takes into account the individual’s professional experience, their

behaviour at board meetings and their contribution to unbiased and

independent debate. All of the Non-Executive Directors are considered by

the Board to be independent. The Chair was considered independent on

appointment.

The Board consisted of a majority of Independent Non-Executive

Directors throughout the year. Biographical details of all the current

Directors are set out on pages [34] to [35].

Diversity

The board believes that an inclusive culture will enhance diversity within

our business, which in turn is a key factor driving the Group’s success. Our

vision is for Wilmington to be a company with rich diversity, experiences,

knowledge, and perspectives, which powers our innovation and creativity

to help our customers to do the right business in the right way. During the

year our Diversity and Inclusion working group has implemented a wide

range of initiatives that are driving progress towards this vision.

At the start of the year we made a commitment to ensuring that

Wilmington has a robust data collection and analysis process in place to

facilitate more comprehensive reporting on indicators of diversity within

our workforce. By asking our employees to share their diversity data, we

are building a rich picture of the characteristics that make our people

unique, and this in turn is helping us to measure progress against our

ambition to create a truly inclusive working environment. The data we have

collected to better understand what makes our people unique is set out

alongside details of the progress made against our Diversity and Inclusion

strategy in the Sustainability report on page [13].

Governance framework

Chair

Board: Chair, two Executive Directors and three Non-Executive Directors

Executive Committee: Chief Executive Officer, Chief Financial Officer,

Chief Operating Officer, and Chief People Officer

Business/Divisional

operating boards

Audit Committee

Nomination

Committee

Chief Executive

Officer

Remuneration

Committee

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Annual Report and Financial Statements 2022

Corporate governance report continued

Leadership composition

The below table outlines the gender identify of the senior leadership team,

including the executive committee, compared to that of the wider workforce.

Senior leadership team Wider workforce

Female Male Other

Prefer not

to say Female Male Other

Prefer not

to say

2022 [•] [•] [•] [•] [•] [•] [•] [•]

Leadership

The Board

The Company is controlled through the Board of Directors which, at 30

June 2022, comprised a Chair, two Executives and three Non-Executive

Directors. Short biographies of each Director are set out on pages [34] to

[35]. The Board focusses on the formulation of strategy, governance and

the establishment of policies, stewardship of resources and review of

business performance.

The Board may exercise all the powers of the Company, subject to the

Company’s articles of association (the ‘Articles’), the Companies Act 2006 and

any directions given by the shareholders by special resolution. The Articles

may be amended by a special resolution of the Company’s shareholders.

The Board meets as often as necessary to discharge its duties effectively.

In the financial year ended 30 June 2022, eight main Board meetings were

scheduled and the Directors’ attendance record is set out on page [39].

The Board has three formally constituted Committees, the Audit

Committee, the Remuneration Committee and the Nomination

Committee, each of which operates with defined terms of reference. The

terms of reference of the three Committees are available on the

Company’s website www.wilmingtonplc.com. The Audit Committee met

three times during the year, the Nomination Committee met once, and the

Remuneration Committee met three times.

There is an Executive Committee that is responsible for the day-to-day

management of the Company’s business within a framework of delegated

responsibilities. It is chaired by the Chief Executive Officer and includes the

Chief Financial Officer, Chief Operating Officer and Chief People Officer.

Chair and Chief Executive Officer

The roles of the Chair and the Chief Executive Officer are held by separate

individuals and the Board has clearly defined their responsibilities.

The Chair is primarily responsible for the effective working of the Board,

ensuring that each Director, including the Non-Executive Directors, is able

to make an effective contribution and provide constructive comments on

the business. The Chief Executive Officer has responsibility for all

operational matters which includes the implementation of Group strategy

and policies approved by the Board.

Non-Executive Directors

All the Non-Executive Directors are independent of the Company’s

executive management and free from any business or other relationship

that could materially interfere with the exercise of their independent

judgment. The Chair was considered independent on appointment. The

Non-Executive Directors are responsible for bringing independent and

objective judgment and scrutiny of all matters before the Board and its

Committees, using their substantial and wide-ranging experience.

The terms and conditions of appointment of Non-Executive Directors are

available for inspection at the Company’s registered office during normal

business hours and at the Annual General Meeting.

Senior Independent Director

Paul Dollman is the Senior Independent Director (‘SID’). His role as SID

includes:

• being available to shareholders if they have concerns which contact

through the Chair, Chief Executive Officer or Chief Financial Officer

has failed to resolve (there were no requests from shareholders to

meet the SID during the year); and

• meeting with the other Non-Executive Directors on the Board once a

year to assess the Chair’s performance, taking into account the views

of the Executive Directors.

Company Secretary

Guy Millward is the Company Secretary in addition to his role as an

Executive Director. In his role as Company Secretary, he supports the

Board in its operation and ensures that Board processes are followed and

good corporate governance standards are maintained. All Directors have

access to the advice and services of the Company Secretary. The Board

recognise the potential conflict in combining the roles of Chief Financial

Officer and Company Secretary, but believe it is appropriate for a Group of

Wilmington’s size given the other support available to the Directors.

The Directors

As at the date of this report the Directors of the Company are:

Chair

Martin Morgan

Executive Directors

Mark Milner

Guy Millward

Independent Non-Executive Directors

Paul Dollman (Senior Independent Director)

Helen Sachdev

William Macpherson

Balance of Directors

Female

Male

Executive

Independent Non-Executive

Chair

Martin Morgan

Mark Milner

Guy Millward

Helen Sachdev

Paul Dollman

William Macpherson

1717++3333++5050++KK

17%

33%

50%

8383++1717++KK

83%

17%

Length of tenure of Directors (years)

Number of complete years of service as a Director at 1 July 2022:

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Corporate governance report continued

Effectiveness

Meetings

The Board has a formal schedule of matters specifically reserved to it for

decision which it reviews periodically. This schedule includes approval of

acquisitions, disposals and items of major capital expenditure. The Board

also reviews the Group’s Risk Register, wider risk assessment and viability

review. At each Board meeting the Chief Executive Officer and Chief

Financial Officer provide a review of the business and its performance,

together with strategic issues arising. The Non-Executive Directors may

meet separately from the Executive Directors usually either before or after

Board meetings, to discuss relevant matters. In the year the range of

subjects discussed by the Board included:

• the Group’s financial results and key business;

• progress on the ongoing strategic reviews;

• the Group’s debt and capital structure including the arrangements for

sufficient debt facilities;

• dividend policy;

• regulatory and governance issues;

• the development of the Group’s people including a quarterly talent review;

• the Group’s Risk Register and its response to TCFD recommendations; and

• insurance policy and cover.

In addition to the eight main meetings described above, the Board has two

strategy meetings each year at which the Group’s strategic direction,

viability plan and significant projects are discussed.

Where additional meetings are required between main Board meetings

and a full complement of Directors cannot be achieved, a Committee of

Directors considers the necessary formalities.

Attendance table

Main Board

meetings attended

Main Board

meetings eligible

to attend

Martin Morgan (Chair) 8 8

Mark Milner (Chief Executive Officer) 8 8

Guy Millward (Chief Financial Officer) 8 8

Paul Dollman (Non-Executive) 8 8

Helen Sachdev (Non-Executive) 8 8

William Macpherson (Non-Executive) 8 8

Information flow

The Chair, together with the Company Secretary, ensures that the

Directors receive clear information on all relevant matters in a timely

manner. Board papers are circulated sufficiently in advance of meetings

for them to be thoroughly digested to ensure clarity of informed debate.

The Board papers contain the Chief Executive Officer’s and the Chief

Financial Officer’s written reports, high level papers on each business

area, key metrics and specific papers relating to agenda items. The Board

papers are accompanied by a management information pack containing

detailed financial and other supporting information. The Board receives

updates throughout the year and occasional ad hoc papers on matters of

particular relevance or importance.

Time commitment

The Board is satisfied that the Chair and each of the Non-Executive

Directors committed sufficient time during the year to enable them to fulfil

their duties as Directors of the Company. None of the Non-Executive

Directors have any conflicts of interest.

Induction and professional development

The Chair is responsible for ensuring that induction and training are

provided to each Director and for organising the induction process and

regular updating and training of Board members.

Training and updating in relation to the business of the Group and the legal

and regulatory responsibilities of Directors was provided throughout the

year by a variety of means including presentations by executives, visits to

business operations, external presentations and circulation of briefing

material. Individual Directors are also expected to take responsibility for

identifying their training needs and to ensure they are adequately informed

about the Group and their responsibilities as a Director. The Board is

confident that all its members have the knowledge, ability and experience

to perform the functions required of a Director of a listed company.

Access to independent advice

Any Director who considers it necessary or appropriate may take

independent, professional advice at the Company’s expense. None of the

Directors sought such advice in the year.

Board evaluation and performance review

Towards the end of the financial year, the Board conducted an internal

annual evaluation of its own performance, of each of its sub-committees

and of each individual Director. The Board considered the need for

external facilitation of this process but decided it was unnecessary at this

stage in its development.

The Board evaluation was led by the Chair. He conducted one-to-one

interviews with each of the Directors, and then reported to the Nomination

Committee where his findings were considered. The review concluded

that the Board, its sub-committees, and each of the Directors continued to

be effective. The Board noted that its diversity did not fully reflect the

position across the Group and resolved to consider this when making new

appointments.

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Corporate governance report continued

Effectiveness continued

Nomination Committee

The Nomination Committee and the Board seek to maintain an

appropriate balance between the Executive and Non-Executive Directors.

The Nomination Committee Chair is William Macpherson. The Committee

has full responsibility for reviewing the Board structure and for interviewing

and nominating candidates to serve on the Board as well as reviewing

senior executive development. Suitable candidates, once nominated,

meet with the Chair and the Chief Executive Officer. The candidates are

then put forward for consideration and appointment by the Board as a

whole. The Committee has access to external professional advice at the

Company’s expense as and when required.

The main roles and responsibilities of the Nomination Committee are set

out in written terms of reference which are available on the Company’s

website, www.wilmingtonplc.com/investors/corporate-governance/

roles-board. Details of the Nomination Committee’s activities can be found

in the Nomination Committee report on page [43].

Audit Committee

The Audit Committee is composed of all the Non-Executive Directors

including the Chair. The Audit Committee Chair is Paul Dollman. The Board

considers that Paul has the necessary recent and relevant experience to

fulfil the role.

The main roles and responsibilities of the Audit Committee are set out in

written terms of reference which are available on the Company’s website,

www.wilmingtonplc.com/investors/corporate-governance/roles-board.

Details of the Audit Committee’s policies and activities can be found in the

Audit Committee report on pages [41] and [42].

Remuneration Committee

The Remuneration Committee is chaired by Helen Sachdev and consists

of all the Non-Executive Directors including the Chair. It is responsible for

recommending to the Board the framework and policy for Executive

Directors’ remuneration and for setting the remuneration of the Chair,

Executive Directors and senior management. Given the small size of the

Board, the Committee recognises the potential for conflicts of interest, and

has taken appropriate measures to minimise the risk. The Committee

meets at least twice a year, and takes advice from the Chief Executive

Officer and external advisors as appropriate. In carrying out its work, the

Board itself determines the remuneration of the Non-Executive Directors.

The Committee has the power to seek external advice, and to appoint

consultants as and when required in respect of the remuneration of

Executive Directors.

The main roles and responsibilities of the Remuneration Committee are

set out in written terms of reference which are available on the Company’s

website, www.wilmingtonplc.com/investors/corporate-governance/

roles-board. Further details of the Group’s policies on remuneration and

service contracts can be found in the Directors’ remuneration report on

pages [44] to [57].

Risk management and internal controls

The Board maintains an ongoing process for identifying, evaluating and

managing significant risks faced by the Group. The Board regularly

reviews this process, which has been in operation from the start of the

year to the date of approval of this report. In line with the

recommendations of TCFD, Board level oversight of climate-related risks

and opportunities sits with the Senior Independent Director and the Chief

Financial Officer. Further details on the key features of the risk

management and internal controls can be found in the section on risks and

uncertainties facing the business on pages [22] to [28].

Relations with shareholders

Dialogue with institutional shareholders

The Directors seek to build on a mutual understanding of objectives

between the Company and its institutional shareholders by means of a

programme of meetings with major shareholders, fund managers and

analysts each year. The Company also makes presentations to analysts

and fund managers following publication of its half year and full year

results. Copies of the presentations are available on the Company’s

website, www.wilmingtonplc.com/investors/reports-and-presentations.

The Board regularly receives updates on investor relations matters.

The Chair is available on request to attend meetings with major shareholders.

Since his appointment on 1 May 2018, the Chair attended a number of

such meetings. As referred to earlier, the SID is available to shareholders if

they have concerns which other contacts have failed to resolve.

The Group’s website includes a specific and comprehensive investor relations

section containing all RNS announcements, share price information, annual

documents available for download and similar materials.

Constructive use of the Annual General Meeting

The Annual General Meeting will be held on 23 November 2022 and a

separate notice convening the meeting is being sent out with this report

and financial statements. Details of resolutions to be proposed and an

explanation of the items of special business can be found in the circular

that accompanies the notice convening the meeting. Separate votes are

held for each proposed resolution.

All Directors attend the Annual General Meeting at which they have the

opportunity to meet with shareholders. After the formal business has been

concluded, the Chair welcomes questions from shareholders.

Substantial shareholdings

As at 31 August 2022, the Company is aware of the following interests

amounting to 3.0% or more in the Company’s issued ordinary share capital:

Number of

ordinary shares %

Aberforth Partners LLP 14,866,652 16.93%

Chelverton Asset Management 6,700,000 7.63%

Gresham House Asset Management

Limited 6,333,480 7.21%

The Wellcome Trust Limited 5,682,400 6.47%

Burgundy Asset Management Ltd. 4,542,132 5.17%

Artemis Investment Management LLP 4,496,240 5.12%

FIL Limited 4,391,533 5.00%

Ameriprise Financial, Inc. 4,135,755 4.71%

Odyssean Investment Trust plc 4,000,000 4.55%

NFU Mutual Insurance Society Limited 2,686,485 3.06%

By order of the Board and signed on its behalf by:

Martin Morgan

Chair

[21] September 2022

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Annual Report and Financial Statements 2022

Audit Committee report

The Committee held three meetings in the year ended 30 June 2022 and

members’ attendance at meetings is set out below:

Committee

meetings

attended

Committee

meetings

eligible to

attend

Paul Dollman (Chair) 3 3

Martin Morgan 3 3

Helen Sachdev 3 3

William Macpherson 3 3

Dear Shareholder

I am pleased to present this year’s Audit Committee report. The

Committee supports the Board in fulfilling its responsibilities in respect of

monitoring the integrity of the Group’s reporting process and adherence to

the Group’s accounting policies and procedures as well as ensuring that

risks are carefully identified and assessed; and that sound systems of risk

management and internal control are implemented.

Committee membership and meetings

The Audit Committee (‘the Committee’) was in place throughout the

financial year and is chaired by Paul Dollman. The Board considers that

Paul has the appropriate financial expertise, as required by Principle C3.1

of the UK Corporate Governance Code (‘UK Code’), as he is a Chartered

Accountant, has held executive roles in financial positions in other

companies, including being Group Finance Director of a FTSE 250

company, and chairs another company’s audit committee.

The UK Code states that the Company Chair should not be a member of

the Audit Committee. However the Committee, in conjunction with the

Board, believes that given the size of Wilmington plc and Martin Morgan’s

extensive, relevant experience that it is appropriate that he remain a

member. This decision will be assessed annually.

The Committee meets at least twice during the year and as and when

required. Representatives of the external auditors attend each meeting

along with the Chief Executive Officer, Chief Financial Officer, the Group

Financial Controller and the Director of Group Finance, unless there is a

conflict of interest. Other relevant people from the business are also

invited to attend certain meetings or parts of meetings to provide a deeper

level of insight into certain key issues and developments. Once a year, the

Committee meets separately with the external auditors and with

management without the other being present.

integrity and

compliance

Supporting

Key activities

The key activities of the Audit Committee are as follows:

Financial reporting

• Monitoring the integrity of the annual and interim financial statements,

the accompanying reports to shareholders and corporate governance

statements including any significant financial reporting judgments

contained in them.

• Reporting to the Board the Company’s assessment of any new or

amended accounting standards.

• Providing advice to the Board on whether the Annual Report and

financial statements, when taken as a whole, is fair, balanced and

understandable and provides all the necessary information for

shareholders to assess the Company’s performance, business model

and strategy.

Risk management and internal controls

• In conjunction with the Board reviewing and monitoring the

effectiveness of the Group’s internal control and risk-management

systems, including reviewing the process for identifying, assessing and

reporting all key risks. See the risks and uncertainties facing the

business on pages [22] to [28].

• To oversee the Group’s Whistleblowing provisions, Modern Slavery

and ABC policies to ensure that they are operating effectively.

External audit

• To make recommendations to the Board in relation to the appointment

and removal of the external auditors and to approve their remuneration

and terms of engagement.

• To review and monitor the external auditors’ independence, objectivity

and the effectiveness of the audit process, taking into consideration

relevant UK professional and regulatory requirements.

• To develop and implement policy on the engagement of the external

auditors to supply non-audit services, taking into account relevant

ethical guidance regarding the provision of non-audit services by the

external audit firm, and to report to the Board, identifying any matters in

respect of which it considers that action or improvement is needed and

making recommendations as to the steps to be taken.

Internal audit

• To annually assess the internal audit requirements of the Company.

• To monitor and review the effectiveness of the Internal Audit function.

Paul Dollman

Chair of the

Audit Committee

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Annual Report and Financial Statements 2022

Audit Committee report continued

Activities of the Committee in relation to the year

ended 30 June 2022

• Assessed and reported to the Board on whether the Annual Report

and Accounts were fair, balanced and understandable.

• Reviewed and discussed with the external auditors the key accounting

considerations and judgments reflected in the Group’s results for the

six month period ended 31 December 2021.

• Reviewed and agreed the external auditors’ audit plan in advance of

their audit for the year ended 30 June 2022.

• Discussed the report received from the external auditors regarding

their audit in respect of the year ended 30 June 2022 which included

comments on their findings on internal control and a statement on their

independence and objectivity.

• Considered key accounting matters and new accounting standards

with particular focus on the significant areas below.

• Reviewed the Group’s whistle blowing policy, ensuring that it met FCA

rules and good standards of corporate governance.

• Reviewed internal audit reports.

• Reviewed, together with the Board, the Risk Assessment and Going

concern and viability review.

Key discussions in the year

The significant areas considered by the Committee and discussed with

the external auditors during the year were:

Key financial and IT controls

The Committee reviewed the adequacy and appropriateness of the

Group’s system of controls and its effectiveness with relevant input from

the Group’s external auditors. The Committee has continued to monitor

the Group’s emerging risks in relation to technology and the suitability of

its technology controls in response to this.

Goodwill and intangible asset impairment

The Committee received reports from management on the carrying value

of goodwill and intangible assets. The Committee reviewed management’s

recommendations, which were also considered by the external auditors,

including evaluation of the appropriateness of the assumptions applied in

determining asset carrying values and the appropriateness of the

identification of cash generating units. After review, the Committee was

satisfied with the assumptions and judgments applied by management

and concluded that the carrying values were appropriate and no

impairments were required. .

Revenue recognition

The Committee considered the inherent risk of fraud in revenue

recognition as defined by auditing standards and was satisfied that there

were no issues arising.

External audit

This year Grant Thornton UK LLP completed their fourth year as the

Group’s external auditors. Sergio Cardoso, completed his third year as the

external audit partner. The Audit Committee is responsible for reviewing

the independence and objectivity of the external auditors and ensuring

this is safeguarded notwithstanding any provision of any other services to

the Group.

The Committee recognises the importance of safeguarding auditor

objectivity and has taken the following steps to ensure that auditor

independence is not compromised.

External auditors effectiveness

The Audit Committee carries out each year a full evaluation of the external

auditors as to its complete independence from the Group and relevant

officers of the Group in all material respects and that it is adequately

resourced and technically capable to deliver an objective audit to

shareholders. Based on this review the Audit Committee recommends to

the Board each year the continuation, or removal and replacement, of the

external auditors.

The external auditors’ report to the Directors and the Audit Committee

confirming their independence in accordance with Auditing Standards. In

addition to the steps taken by the Board to safeguard auditor objectivity,

the Audit Practice Board Ethical Standard 3 requires audit partner rotation

every five years for listed companies.

Non-audit services

The Committee considers that certain non-audit services should be

provided by the external auditors, because its existing knowledge of the

business makes this the most efficient and effective way for non-audit

services to be carried out. The Audit Committee give careful consideration

before appointing the auditors to provide other services. The Group

regularly use other providers to ensure that independence and full value

for money are achieved. Other services are generally limited to work that is

closely related to the annual audit or where the work is of such a nature

that a detailed understanding of the business is necessary.

In the year the external auditors performed non-audit services totalling

£15k which represents 5% of the audit fee of £300k. These services were

in relation to the interim review. The Audit Committee approved the

appointment of Grant Thornton on the basis that it was best placed to

provide the services and there was no conflict of interest with its role as

external auditors.

Internal audit

The Group operates a limited internal audit process which performs

relevant reviews as part of a programme approved by the Audit

Committee. The Committee considers any issues or risks arising from

internal audit in order that appropriate actions can be undertaken for their

satisfactory resolution.

Approved on behalf of the Audit Committee by:

Paul Dollman

Chair of the Audit Committee

[21] September 2022

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Annual Report and Financial Statements 2022

Nomination Committee report

Main activities of the Committee during the year and

subsequent to the year end

The key matters considered at these meetings were:

i) Board composition

The Committee reviewed the composition of the Board including the

range of skills, level of experience and balance between Executive and

Non-Executive Directors. The Committee also reviewed the membership

of the various Board Committees. The Committee concluded that the

current membership of the Board and the Board Committees was

appropriate for the needs of the business.

ii) Board evaluation

Details of the Board and sub-committee evaluation process undertaken in

this year are included in the Governance review on page [39]. As part of

that process the Non-Executive Directors met without the Company Chair

present to evaluate his performance. The review of the Company Chair’s

effectiveness was led by the SID. The review concluded that the Company

Chair had been highly effective in his role.

iii) Succession planning

The Committee kept under review the succession plans for both the

Executive and Non-Executive Directors and the level of senior

management immediately below Board level.

iv) Other senior management representation

The Committee maintained oversight over various senior management

changes that occurred across the Group over the year. Regular updates

were received from the executives on the progress of the searches and

the plans for dealing with reporting line changes that resulted from certain

of the departures.

v) Worker representation

William Macpherson is the Director responsible for worker representation.

Approved on behalf of the Nomination Committee by:

William Macpherson

Chair of the Nomination Committee

[21] September 2022

The Committee met once during the year to 30 June 2022 and members’

attendance at meetings is set out below:

Committee

meetings

attended

Committee

meetings

eligible to attend

William Macpherson (Chair) 1 1

Paul Dollman 1 1

Helen Sachdev 1 1

Martin Morgan 1 1

Dear Shareholder

am pleased to present the Nomination Committee report for the year

ended 30 June 2022.

Committee membership and meetings

The Nomination Committee (the ‘Committee’) is comprised of the

Company Chair and three Independent Non-Executive Directors.

Key responsibilities

The key responsibilities of the Committee are to:

• review the size, balance and constitution of the Board including the

diversity and balance of skills, knowledge and experience of the

Non-Executive Directors;

• consider succession planning for Directors and other senior

executives;

• identify and nominate for the approval of the Board candidates to fill

Board vacancies;

• review annually the time commitment required of Non-Executive

Directors; and

• make recommendations for the Board, in consultation with the

respective Committee Chair regarding membership of the Audit and

Remuneration Committees.

a strong Board

Maintaining

William Macpherson

Chair of the Nomination

Committee

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Directors’ remuneration report

effective policy]

[Implementing

The resilience of the business in response to challenging times

demonstrates the Group’s ability to adapt to change and continue to

deliver exceptional customer service under the guidance of the strong

executive team. The Group’s success also reflects the ongoing motivation

of our employees who continue to deliver to the highest standards in all

areas of activity. During the year we have invested in an enhanced

employee experience to further embed an inclusive culture and ensure our

people can progress their careers at Wilmington, whilst being recognised

and rewarded for their valuable contributions.

Wider workforce

We continue to engage regularly with our workforce on the issues that

matter to them, particularly diversity, wellbeing and development as well

as reward and recognition. Our employee engagement survey and

performance review process offer the opportunity to understand how

employees feel about their own reward.

During the year we carried out a comprehensive independent review

against the market in respect of reward for roles in the UK, USA and France.

This review informed our overall pay review process, resulting in average

budgeted salary increases of 5%. We have created a Wilmington grading

structure and provided additional funding in the pay review budget to

address market misalignment and to ensure pay equity for like-for-like roles.

We have also reviewed the bonus arrangements for the wider workforce

and created a structure where bonuses of all those who have a bonus plan

reflect consistent principles including a Group performance underpin and

a mix of divisional, business, team and personal objectives relevant to the

role function.

We continue to go beyond our voluntary UK gender pay gap reporting by

taking a global view and are pleased to report that the global gap for

median hourly pay has narrowed from 29.11% in 2021 to 18.93% in 2022.

The UK gap for median hourly pay has narrowed from 32.7% to 22.6%

since our last report, and has narrowed by 14% since we started reporting

in 2017. For the same period, UK mean hourly pay gap has narrowed by

12.7%, demonstrating that we are closing the difference in average pay

between male and female colleagues over time. Since our 2021 report, the

percentage of females in the UK fourth (or top) pay quartile has increased

by 8.4%. We are very pleased that globally, we have achieved an important

50/50 representation of male/female colleagues in the fourth quartile.

Committee

meetings

attended

Committee

meetings

eligible to attend

Helen Sachdev (Committee Chair) 4 4

Martin Morgan 4 4

Paul Dollman 4 4

William Macpherson 2 2

Remuneration Committee

Chair’sAnnualStatement

Dear Shareholder

On behalf of the Committee I am pleased to share our Directors’

Remuneration report for the year to 30 June 2022.

Our Directors’ Remuneration report, which is subject to an advisory

shareholder vote at the 2022 AGM, explains the work of the Committee,

how we have implemented our Remuneration Policy (the Policy) for the year

to 30 June 2022 and how we intend to apply it for the 2023 financial year.

For ease of reference, a summary of the key elements of the Policy is

included on pages [47] to [48]. The full Policy as approved at the 2021 AGM

with 98% of all votes cast in favour, is included in the Directors’ Remuneration

report for the year ended 30 June 2021, which is available on the Company’s

website at www.wilmingtonplc.com/reports-and-presentations.

2022 remuneration in the context of our business

performance and outcomes for our key stakeholders

Our aim is to always consider the wider workforce, our shareholders and

other stakeholders by taking a fair, prudent and balanced approach to

remuneration, in line with the Board’s wider stakeholder engagement

strategy as disclosed in the Section 172 statement on page [10] and [11].

As detailed in our Strategic report, we continue to deliver our strategy and

our strong progress is reflected by the exceptional results we have

reported. This successful delivery of our strategic objectives was

underpinned by the Board’s decision in June 2021 to restructure the

Group’s operating model into two divisions - consolidating our position in

the dynamic GRC market – and to invest further in digital and data

capabilities by developing single technology platforms in each division.

Helen Sachdev

Chair of the

Remuneration Committee

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Wilmington plc

Annual Report and Financial Statements 2022

Table TBC

Strapline TBC

Directors’ remuneration report continued

Vesting will also be subject to an underpin such that average ROCE over

the performance period must be at least [10]%, and any awards that vest

will be subject to a two year post-vesting holding period in line with the

Policy.

Impact of changes on overall total compensation

The Committee is mindful of the impact of base salary increases on the

value of the total package. However, the value of the total package

continues to be modest against the market norm for a company of our size

and complexity, and the changes outlined above move the value of total

package for our Chief Executive Officer and Chief Financial Officer

towards the mid-point of the market range. The majority of the package

continues to be performance related, which is aligned with the interests of

our shareholders. We also recognise that increasing the level of

competitiveness in salaries and the PSP will require the continued delivery

of performance, coupled with appropriately stretching targets for annual

variable and long-term compensation.

Chair fees and Non-Executive Fees

We have also taken the opportunity to review our Chair fee level. Martin

Morgan joined the business in 2019 on a fee of £125,000. His fee reduced

to £121,000 as all Non-Executives took a voluntary pay reduction for 3

months in 2020. Taking into account the performance of the business and

Martin’s contribution his base fee was increased from £128,000 to

£140,000 with effect from 1 July 2022.

A committee appointed by the Executive Directors and the Chairman has

reviewed fees for the other Non-Executive Directors. The outcome was

that the base fee of £49,000 with no additional fees for chairing

committees will be increased by 5%, in line with the increase for the wider

workforce with effect from 1 July 2022, to £51,450.

Conclusion

We remain committed to a responsible approach to executive

remuneration, as I trust this Directors’ Remuneration report demonstrates.

We believe that the Policy operated as intended in respect of the year to

30 June 2022 and consider that the remuneration received by the

Executive Directors was appropriate, taking account of the Group’s

performance during the year, their personal performance and the

experience of shareholders and employees.

I look forward to receiving your support at our 2022 Annual General

Meeting, where I will be pleased to answer any questions you may have on

this report or in relation to any of the Committee’s activities.

Helen Sachdev

Chair of the Remuneration Committee

[21] September 2022

The Committee’s intention is that base salary increases for the Executive

Directors will revert to being in line with the wider workforce for the rest of

the three-year Policy.

Pension

As disclosed in last year’s Directors’ Remuneration report, Mark Milner has

agreed to a reduction in his pension / cash in lieu of pension so that it will

be aligned with the wider workforce in the UK by the end of 2022 (5% of

salary). Accordingly, Mark will receive pension equal to 10% of salary

between 1 July 2022 and 31 December 2022, reducing to 5% of salary with

effect from 1 January 2023. Guy Millward receives a pension / cash in lieu

of pension of 5% of salary in line with the level available to the majority of

the wider workforce in the UK.

Annual bonus

Each of the Executive Directors are eligible to earn a bonus of up to 125%

of salary. The performance metrics weighting has been rebalanced

compared to the last financial year following the introduction of an organic

growth measure. Vesting will be based on adjusted PBT (42.5% of the

opportunity), organic revenue growth (42.5% of the opportunity) and key

strategic and ESG measures (15% of the opportunity). Details of the

performance measures and achievements against them will be set out in

next year’s Directors’ Remuneration report. 20% of the bonus earned will

be deferred into shares for two years in line with the Policy.

PSP

The maximum PSP opportunity under our Policy is equal to 150% of salary.

Awards in respect of the year to 30 June 2023 will be granted at a level of

125% of salary for Mark Milner and 100% of salary for Guy Millward.

The business has performed very strongly over the last year, and to reflect

this Mark Milner’s award opportunity has increased to 125% of salary

(2022: 100%) in line with the Committee’s commitment set out in last year’s

Directors’ Remuneration report.

Vesting will be subject to performance measures based on adjusted EPS

and organic revenue growth as follows:

Adjusted EPS

for the year ended

30 June 2025

(65% of award)

Organic revenue

growth: compound

annual growth

rate over the

three years

ending

30 June 2025

(35% of award)

Vesting*

(% maximum)

Maximum [26.8]p [10.4]% 100%

Threshold [22.8]p [8.4]% 25%

* Straight-line vesting between threshold and maximum.

Annual bonus and PSP awards vesting in respect of

the performance period to 30 June 2022

The Committee has reviewed performance against each of the previously

approved measures to determine the bonus outturn and PSP vesting in

respect of the period ended 30 June 2022. Based on exceptional delivery

against performance measures in the year, the Committee approved a

bonus outturn equal to 125% of salary for the Executive Directors.

The Committee also reviewed the outturn of the performance metrics

applied to the PSP award granted to Mark Milner in September 2019. The

performance over the three-year period to 30 June 2022 was considered

and the Committee approved an outturn of 40.7% in respect of this award.

Guy Millward joined the Group in November 2020 so did not receive a

2019 PSP award.

The Committee reviewed the formulaic outturn of both the bonus and the

PSP award, and after careful consideration concluded that these outturns

were appropriate and reflected the performance of the Group in the

periods to which they relate. Details of the performance measures and

achievements against them in respect of the bonus and PSP awards are

set out on page [52] and [53] respectively.

Implementation of our Policy for the year ending 30

June 2023

Base salary and fees

Mark Milner’s base salary was increased by 5% with effect from 1 July 2021

to £367,500, reflecting Mark’s strong performance and contribution since

he joined the business in June 2019. As set out in the Remuneration report

last year, the Committee agreed that an increase of a similar amount

above the average increase for the wider workforce will be made with

effect from 1 July 2022.

Since Mark joined the business the Group’s market capitalisation has

increased by over 20% from circa. £178m to 30 June 2019 to circa. £217m

to 30 June 2022. As set out above the Group’s repositioning and

redirection, acceleration of our digitalisation programme and investment in

new products over the last two years is also being reflected in our strong

results and progress against our strategic goals. Taking into account

Mark’s performance in role and performance of the business, and the fact

that his pension contribution has reduced from 10% of salary to 5% in line

with the wider workforce, his base salary increased by 8% to £397,000

with effect from 1 July 2022. This increase is within the range of increases

given to high performing talent who have demonstrated strong

progression in role.

Guy Millward’s salary was increased by 5% to £280,000 with effect from 1

July 2022, in line with the average increase for the wider workforce in the UK.

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Wilmington plc

Annual Report and Financial Statements 2022

Directors’ remuneration report continued

Directors’ Remuneration Policy

The Remuneration Policy was approved by shareholders at the 2021 AGM on 3 November 2021, and became effective from this date. The full Remuneration Policy as approved by shareholders is available in the 2021 Annual Report,

found on our website at www.wilmingtonplc.com/reports-and-presentations.

We have set out a summary below of those parts of the Remuneration Policy which we consider shareholders will find most useful in the context of the Directors’ reward for the year ended 30 June 2023.

When determining the Policy, the Committee considered clarity, simplicity, risk, predictability, proportionality and alignment to culture as set out in the Corporate Governance Code. Further details are set out in the 2021 Directors’ Remuneration report.

Element Financial year 2022/23 operation and opportunity summary

Base salary The Committee has reviewed base salary taking into account:

• performance of the Group and pay conditions elsewhere in the workforce;

• performance of the individual;

• changes in position or responsibility; and

• market competitiveness.

The Committee considered all of these factors in concluding that Mark Milner’s base salary will increase by 8% and Guy Millward’s base salary will increase by 5%, effective 1 July 2022.

Pension The Committee has the discretion to pay cash supplements in lieu of some or all pension contributions in appropriate circumstances.

Mark Milner’s pension contribution will reduce from 10% to 5% of salary effective 1 January 2023 to align to the level available to the wider workforce. There will be no change to Guy Millward’s

pensions contribution which already aligns to that available to the wider workforce.

Benefits Executive Directors receive benefits in line with market practice.

The Directors will continue to receive a car allowance, private medical insurance and income protection benefit.

Bonus The maximum bonus is 125% of base salary.

The majority of the bonus opportunity will be determined by financial measures, with stretching targets set each year reflecting the business priorities which underpin Group strategy and align

to key performance indicators.

The measures set for 2022/23 and their relative weighting are:

• Adjusted PBT - 42.5%

• Organic revenue growth - 42.5%

• ESG and strategic measures - 15%

Vesting of the maximum opportunity will apply on a sliding scale up to 100% of maximum potential for each element of the bonus based on the satisfaction of performance conditions, with no

more than 50% of the potential earned for achieving a target level of performance.

Performance share plan (‘PSP’) Awards in respect of the Company’s 2022/23 financial year will be at a level not exceeding 125% of base salary.

Awards under the PSP will be based on financial metrics with respect to at least 80% of the award, and metrics chosen will be those which the Committee considers to be the most

appropriate measures of longer-term performance. Metrics chosen in respect of the 2022/23 award are:

Earnings per share – 65%

Compound annual organic revenue growth – 35%

The threshold pay-out level under the PSP is 25% of the maximum award.

There will usually be straight line vesting between threshold and maximum performance.

The level of vesting in respect of any metric is subject to the Committee’s discretion to override formulaic outturns.

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Annual Report and Financial Statements 2022

Directors’ remuneration report continued

Directors’ Remuneration Policy

Shareholding guidelines

In-service

To further align the interests of Executive Directors with those of

shareholders, we have adopted formal shareholding guidelines, in

accordance with which Executive Directors must retain 50% of the after

tax shares they acquire on the vesting of PSP and DBP awards until such

time as a total personal shareholding equal to 200% of base salary has

been achieved. Shares which are subject to the two year holding period

under the PSP or which are subject to a DBP award will count towards the

requirement, on a net of assumed tax basis where relevant.

Post-employment

The Committee has adopted a post-employment shareholding

requirement. Shares are subject to this requirement only if they are

acquired from PSP and DBP awards granted after 1 July 2021. Following

employment, an Executive Director must retain:

• for the first year after employment, such of their shares which are

subject to the post-employment requirement as have a value for these

purposes equal to 100% of salary; and

• for the second year after employment, such of those shares as have a

value for these purposes equal to 50% of salary,

• or in either case and if fewer, all of those shares.

Illustration of the application of the remunerationpolicy

The following charts set out for each of the Executive Directors an illustration of the application for the financial year 2022/23 of the Remuneration Policy

set out above. The charts show the split of remuneration between fixed pay and variable pay in the Policy for:

- minimum remuneration receivable — salary, fees, taxable benefits and pension;

- the remuneration receivable if the Director was, in respect of any performance measures or targets, performing in line with the Company’s

expectation;

- maximum remuneration receivable (not allowing for any share price appreciation); and

- maximum remuneration receivable assuming a 50% increase in the Company’s share price for the purposes of the PSP element.

455

324

Guy Millward (£,000)

Minimum

performance

Performance

in line with

expectations

Maximum

performance

Maximum

performance

plus share price

appreciation

Bonus

PSP

Fixed pay

100%

54%

30%

16%

592

34%

37%

29%

954

30%

38%

32%

1,094

Mark Milner (£,000)

Minimum

performance

Performance

in line with

expectations

Maximum

performance

Maximum

performance

plus share price

appreciation

Bonus

PSP

Fixed pay

100%

52%

19%

29%

868

27%

44%

29%

1,695

32%

34%

1,447

The Committee believes an appropriate proportion of the Executive Directors’ remuneration links reward to corporate and individual performance and is

aligned to the Group’s strategic priorities.

In illustrating the potential reward, the following assumptions have been made:

Basic performance In line with expectations Maximum performance Maximum performance plus share price appreciation

Fixed pay Based on salary effective as at 1 July 2022, £397,000 for Mark Milner and £280,000 for Guy Millward. A pension contribution of 10% of

salary between 1 July 2022 and 31 December 2022, reducing to 5% of salary with effect from 1 January 2023 (in the case of Mark Milner)

and 5% (in the case of Guy Millward) and benefits earned for the year ended 30 June 2022.

Bonus No bonus 50% of the maximum bonus is

earned (i.e. 62.5% of salary)

125% of salary 125% of salary

PSP No PSP vesting 33% of the PSP awards vest

(i.e.33% of salary)

In the case of Mark Milner:

125% of salary

In the case of Guy Millward:

100% of salary

In the case of Mark Milner: 125% of salary plus an

assumed 50% increase in the share price.

In the case of Guy Millward: 100% of salary plus an

assumed 50% increase in the share price.

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Wilmington plc

Annual Report and Financial Statements 2022

Directors’ Remuneration Policy continued

Non-Executive Directors

Purpose and link to strategy Operation Opportunity Performance metrics

Non-Executive Director fees and

provision of relevant benefits

Fees are set at a level that reflects market

conditions and is sufficient to attract

individuals with appropriate knowledge

andexperience.

Fees are reviewed periodically and amended to reflect

any change in responsibilities and time commitments.

Where appropriate external advice is taken on setting

market competitive fees.

The Non-Executive Directors do not participate in any

of the Group’s share incentive plans nor do they receive

any benefits or pension contributions.

Non-Executive Directors may be eligible to receive

benefits such as the use of secretarial support, travel

costs or other benefits that may be appropriate.

Fees are based on the time commitment and

responsibilities of the role.

Fees are subject to an overall cap as set out

in the Company’s articles of association.

Not applicable.

Service Contracts and letters of appointment

Details of the Executive Directors’ service contracts and Non-Executive Directors’ letters of appointment are set out on below.

Executive Directors Contract commencement date Notice period

Mark Milner July 2019 12 months

Guy Millward November 2020 12 months

Non-Executive Directors Date of initial appointment Notice period Expiry of current term

Martin Morgan May 2018 6 months 23 November 2022

Paul Dollman September 2015 3 months 23 November 2022

Helen Sachdev April 2020 3 months 23 November 2022

William Macpherson February 2021 3 months 23 November 2022

Directors’ remuneration report continued

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Annual Report and Financial Statements 2022

Directors’ remuneration report continued

Annual Report on Remuneration

Certain details set out on pages [51] to [55] of this report have been audited by Grant Thornton UK LLP.

Introduction (unaudited information)

The following section provides details of the remuneration earned by the Directors in respect of the year in line with the Directors’ Remuneration Policy

approved by shareholders at the 2021 Annual General Meeting.

Single total figure of remuneration for each Director (audited information)

The tables below report the total remuneration receivable in respect of qualifying services by each Director during the year.

2022

Total salary

and fees

(a)

£’000

Taxable

benefits

(b)

£’000

Pensions

benefits

(c)

£’000

Total fixed

remuneration

£’000

Annual

bonus

(d)

£’000

PSP

(e)

£’000

Total

variable

remuneration

£’000

Tot al

£’000

Executive Directors

Mark Milner 368 32 32 432 [459] 175 634 1,066

Guy Millward 266 32 11 309 [333] — 333 642

Non-Executive Directors

Martin Morgan 128 — — 128 — — — 128

Paul Dollman 49 — — 49 — — — 49

Helen Sachdev 49 — — 49 — — — 49

William Macpherson 49 — — 49 — — — 49

2021

Total salary

and fees

(a)

£’000

Taxable

benefits

(b)

£’000

Pensions

benefits

(c)

£’000

Total fixed

remuneration

£’000

Annual

bonus

(d)

£’000

PSP

(e)

£’000

Total variable

remuneration

£’000

Tota l

£’000

Executive Directors

Mark Milner 350 39 30 419 350 — 350 769

Guy Millward

170 20 7 197 170 — 170 367

Non-Executive Directors

Martin Morgan 128 — — 128 — — — 128

Paul Dollman 49 — — 49 — — — 49

Helen Sachdev 49 — — 49 — — — 49

William Macpherson

19 — — 19 — — — 19

a) Total salary and fees – the amount of salary/fees received in the year.

b) Taxable benefits – the taxable value of benefits received in the year (i.e.

car allowance, private medical insurance and income protection) plus,

in the case of Mark Milner, the value of the SAYE option granted in

November 2020.

c) Pensions related benefits – this is the amount of the cash payments in

lieu of pension contributions made in the year.

d) Annual bonus — the value of the bonus earned in respect of the year,

of which 20% will be deferred in shares. A description of performance

against the objectives, which applied for the year ended 30 June 2022,

is provided on page [52].

e) PSP – the value of performance related incentives vesting in respect of

the financial year. A description of performance against the targets

which applied for the awards vesting in respect of performance in the

financial year is provided on page [53]. The award will vest on 30

September 2022 and the estimated value of the award shown above is

based on the three month average share price to 30 June 2022 (£2.43)

and the value of dividends that would have accrued on vested shares

during the performance period, which will be paid to Mr Milner.

1. Guy Millward joined the Board on 5 November 2020. His remuneration reported in the single

figure table is from this date.

2. William Macpherson joined as Non-Executive Director the Board on 11 February 2021. His

remuneration reported in the single figure table is from this date.

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Annual Report and Financial Statements 2022

Annual Report on Remuneration continued

Total salary and fees

Total salary and fees are based on the need to retain the skills and

knowledge that the Executive and Non-Executive Directors bring to

theCompany.

For the year ended 30 June 2022 (audited information)

For the year ended 30 June 2022 Mark Milner’s salary was increased by

5% to £367,500 and Guy Millward’s salary was increased by 2% to

£266,220. As disclosed in last year’s Directors’ Remuneration report, Mark

Milner’s salary increase was awarded taking into account that he had not

received a salary increase since his appointment as Chief Executive

Officer in June 2019 and his strong performance and contribution since

hisappointment.

Pensions related benefits

For the year ended 30 June 2022 (audited information)

Neither Mark Milner nor Guy Millward participated in a pension scheme.

They were paid an amount of £31,973 and £11,474 respectively in the year

in lieu of pension contributions, reflective of 9% of his annual salary net of

employers’ national insurance contributions in the case of Mark Milner and

5% of his annual salary net of employers’ national insurance contributions

in the case of Guy Millward.

Annual bonus

For the year ended 30 June 2022 (audited information)

Each Executive Director was eligible to earn a bonus of up to 125% of their

salary, with the performance measures weighted as follows in respect of

the maximum opportunity.

Measure

Weighting

(% of base salary)

Adjusted Profit measure* 81.25%

Strategic and operational measures 31.25%

ESG measure 12.50%

The following provides the Adjusted Profit and personal strategic objectives reference points together with the out-turns for 2021/2022.

Minimum

target set

Maximum

target set

Performance

out-turn

Bonus earned

as a % of

base salary

Adjusted Profit* £16.7m £26.5m £20.7m 81.25%

* Adjusted Profit is profit before adjusting items, impairment, and other income.

Strategic and operational measures

Objectives Weighting

(% of base

salary)

Assessment of performance Bonus earned

(% of base

salary)

Deliver next phase of digital transformation plans in

Training & Education division.

10.41% Next phase of digital transformation implemented in full

during the period. Progress enhanced by subsequent

delivery of additional initiatives relating 2022/23 roll-out

phase.

[10.41]%

Effectively implement internal strategic reviews to drive

organic growth strategy

10.41% Internal reviews of lower margin businesses performed in

H1. Detailed strategic improvement plans produced and

phased one recommendations implemented effectively

resulting in enhanced long-term growth plans approved

by the Board.

[10.41]%

Employee engagement survey participation rate exceeds

85% and actions are taken to address challenges raised.

10.41% Participation in the engagement survey was 91%,

exceeding target of 85% and prior year 87%,

demonstrating strong communication channels between

the executive directors and the wider workforce. Clear

action plan developed to address priority areas of

employee feedback, with investment in initiatives to

support learning and development, employee experience

and reward delivered in Q4.

[10.41]%

Deliver reduction in absolute scope 1&2 CO

emissions

and establish commitment to future carbon reduction.

12.5% Absolute market-based scope 1&2 carbon emissions

reduced by 82% driven by review of energy procurement

strategy. Net zero targets set in line with 1.5°C trajectory

and residual emissions offset via high quality verified

schemes.

[12.5]%

The Executive Directors therefore earned bonuses equal to 125% of salary (equivalent to 100% of maximum opportunity:

Mark Milner: £[459,375]

Guy Millward: £[332,775]

20% of the amount earned will be deferred into shares for two years.

The Committee carefully considered the bonus outturns in the context of overall performance, including the quality of earnings and ROCE performance,

and the shareholder and employee experience. The Committee considered that the bonus outturns were appropriate.

Directors’ remuneration report continued

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Annual Report and Financial Statements 2022

Directors’ remuneration report continued

Annual Report on Remuneration continued

PSP

Awards vesting in respect of the year ended 30 June 2022 (audited information)

PSP awards were granted to Mark Milner on 30 September 2019 that are due to vest on 30 September 2022. The awards were subject to EPS growth,

ROE and relative TSR performance against the FTSE SmallCap index over a three year period to 30 June 2022. The table below details the Company’s

performance against these performance measures for the three year performance period and the vesting out-turn.

Target range

Element

Weighting

(% of award)

Minimum (25%

of maximum)

Maximum (100%

of maximum) Performance Vesting

Annual EPS growth in excess of RPI 33.3% 3.0% 9.0% -1% 0%

ROE

33.3% 25.0% 29.0% 25.9% 14.0%

TSR versus FTSE SmallCap 33.3% Median Upper quartile

Between

median and

upper quartile 26.7%

Total vesting outcome 40.7%

1. For the purposes of the PSP, ROE is defined as three year adjusted EBITA less impairment and adjusting items included in operating expenses divided by the average equity attributable to the owners

of the parent.

Number of

granted

Number of shares

vesting based on

performance

Dividend

Equivalents

Total value of

award on vesting

Amount of award

attributable to

share price

appreciation

since grant

Mark Milner 168,269 90,865 3,774 £175,225 14%

2. A share price of £2.08 (five day average share price prior to grant) was used to determine the number of shares granted. The value of the vested shares is estimated based on a share price of £2.43.

Therefore, the proportion of the total value of the award attributable to share price growth since the grant date is estimated to be 13%. The Committee did not consider that it was necessary to exercise

discretion in respect of share price appreciation since the grant date.

3. Calculated based on the value of dividends that would have accrued on vested shares during the performance period.

4. Calculated based on the three month average share price to 30 June 2022 (£2.43).

Mark Milner is required to hold no less than 50% of the vested shares (net of tax) for a minimum of two years post-vesting.

The Committee carefully considered the PSP outturn in the context of overall performance, including the quality of earnings and ROCE performance, and

the shareholder and employee experience. The Committee considered that the PSP outturn was appropriate.

PSP Awards granted during the year

In respect of the year ended 30 June 2022 the following PSP awards were granted as detailed in the table below.

Name Date of grant

Type of

award

Maximum

opportunity

Number of

Face value at

grant

% of award

vesting at

minimum

threshold

Mark Milner 30 September 2021 PSP 100% of salary 164,946 £367,500

25%

Guy Millward 30 September 2021 PSP 100% of salary 119,488 £266,220

25%

1. The face value is based on a price of 223p being the average share price from the five business days immediately preceding the award being granted on 30 September 2021.

The performance measures are disclosed below:

65% of award — EPS in the 2023/2024

financial year Percentage of Award Vesting

Less than 18.0p 0.0%

18.0p 25.0%

More than 18.0p but less than 21.5p

21.5p or more than 21.5p

On a straight line basis between

25.0% and 100.0%

100%

35% of award — Organic revenue growth

over a performance period from the

2020/2021 financial year to the 2023/2024

financial year Percentage of Award Vesting

Less than 7% 0.0%

7% 25.0%

More than 7% but less than 9%

On a straight line basis between

25.0% and 100.0%

9% or more than 9% 100%

The Committee may reduce the extent of vesting if the Committee

considers that any value of the vested award represents a windfall gain

caused by the impact on the share price due to the Covid-19 pandemic. In

assessing this, the Committee will take into account a number of factors,

including share price performance over the vesting period on an absolute

and relative basis against peer companies, underlying financial

performance of the Group during the performance period, the impact of

any significant events during the vesting period on the Group’s share price

or the market as a whole.

The Executive Directors will be required to retain all of the vested shares

(net of taxes) for a minimum of two years post-vesting.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Directors’ remuneration report continued

Annual Report on Remuneration continued

Shareholding guidelines and statement of Directors’ share awards (audited information)

Shareholding guidelines for Executives have been adopted, linked to the outturn from the PSP. At the time awards vest under the PSP (or any other Executive plan established in the future), Executive Directors will be expected to

retain no fewer than 50% of vested shares (net of taxes) until such time as a total personal shareholding equivalent to 200% of pre-tax base salary has been achieved. This retention requirement also applies to 50% of the net vested

shares under deferred bonus awards.

The holdings of those persons who served as Directors during the year, and of their families, are as follows:

Beneficial/

non-beneficial

30 June

2021

Movement

in year

30 June 2022

Percentage

Mark Milner Beneficial 45,000 — 45,000 0.05%

Guy Millward Beneficial — — — —

Martin Morgan Beneficial 90,000 — 90,000 0.10%

Paul Dollman Beneficial 40,000 — 40,000 0.05%

Helen Sachdev Beneficial 10,000 — 10,000 0.01%

William Macpherson Beneficial 10,000 — 10,000 0.01%

As at 30 June 2022 the Company’s share price was 230.00p and its highest and lowest share prices during the year ended 30 June 2022 were 205.00p and 262.00p respectively. Interests are shown as a percentage of shares in

issue at 30 June 2022.

Executive Directors interests under share schemes (audited information)

Awards held under the PSP and SAYE scheme by each person who served as a Director during the year ended 30 June 2022 are as follows:

Award date Type of award

Number of

shares at

1 July 2020

Granted

during the

year

Lapsed during

the year

Exercised during

the year

Number of

at 30 June[ 2021]

Date which

awards vest

Mark Milner 30 Sept 2019

PSP 168,269 — — — 168,269 30 Sept 2022

Mark Milner 30 Sept 2020

PSP 285,714 — — — 285,714 30 Sept 2023

Mark Milner 19 Oct 2020 SAYE 18,750 — — — 18,750 1 Dec 2023

Mark Milner 30 Sept 2021

PSP — 164,946 — — 164,946 30 Sept 2024

Guy Millward 26 Feb 2021

PSP 52,791 — — — 52,791 30 Sept 2023

Guy Millward 30 Sept 2021

PSP — 119,488 — — 119,488 30 Sept 2024

1. Performance conditions for awards granted on 30 September 2019 are disclosed on page [53]. The awards are expected to vest at 40.7%.

2. Performance conditions for awards granted on 30 September 2020 and 26 February 2021 are disclosed in the 2020/21 financial year Annual Report and Accounts.

3. Performance conditions for awards granted on 30 September 2021 are disclosed on page [53].

2021/22 figures to be confirmed/supplied

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Directors’ remuneration report continued

Dilution (unaudited information)

Awards under the Company’s discretionary schemes which may be

satisfied by a new issue of shares must not exceed 5.0% of the Company’s

issued share capital in any rolling ten year period and the total of all awards

satisfied via new issue shares under all plans (both discretionary and

all-employee) must not exceed 10.0% of the Company’s issued share

capital in any rolling ten year period.

At 30 June 2022, the headroom under the Company’s 5.0% and 10.0%

limits was 605,158 and 4,211,647 shares respectively, out of an issued

share capital of 87,828,755 shares.

Payments for loss of office (audited information)

No payments for loss of office were made during the year.

Payments to former Directors (audited information)

As disclosed in last year’s Directors’ Remuneration report, when Richard

Amos, the former Chief Financial Officer, left the Company he retained his

2019 PSP award on a time pro-rated basis and subject to the achievement

of the applicable performance conditions assessed over the originally

anticipated performance period. The 2019 PSP award will vest on the

same basis as Mark Milner’s award (40.7% of maximum), meaning that

after the time pro-ration, Richard Amos’ award will vest in respect of 16,125

shares plus dividend equivalents (in respect of dividends that would have

accrued on vested shares during the performance period). He will be

required to retain at least 50% of the shares that he acquires (after sales to

cover tax liabilities) until at least the second anniversary of the vestingdate.

Performance graph and table (unaudited

information)

The following graph shows, for the year ended 30 June 2022 and for each

of the previous nine years, the total shareholder return on a holding of the

Company’s ordinary shares compared with a hypothetical holding of

shares of the same kind and number as those by reference to which the

FTSE All – Share Media Index and the FTSE Small Cap Index are

calculated. These indices have been chosen as the appropriate

comparators because the Committee believe they contain the most

comparable companies against which to appraise the Company’s share

performance.

Chief Executive Officer single figure (unaudited information)

Tota l

remuneration

£’000

Annual bonus

as a % of

maximum

opportunity

PSP as a % of

maximum

number of

202[0]/2022 Mark Milner [1,066] [125]% 40.7%

2020/2021 Mark Milner 769 100% —

2019/20 Mark Milner 389 — —

2018/19 Pedro Ros 398 21.8% 33.3%

2017/18 Pedro Ros 565 — 60.9%

2016/17 Pedro Ros 814 61.7% 84.1%

2015/16 Pedro Ros 677 73.1% —

2014/15 Pedro Ros 671 78.5% —

2013/14 Charles J Brady 943 88.6% 91.8%

2012/13 Charles J Brady 935 80.0% 55.0%

Percentage change in remuneration of Directors andemployees (unaudited information)

The year-on-year percentage change in salary, taxable benefits and annual bonus on a rolling basis, for the Executive and Non-Executive Directors and

employees of the Company on a full-time equivalent basis. The average employee change has been calculated by reference to the mean of employee

pay over the same period.

Wilmington Group

FTSE SmallCap

FTSE All Share Media

Value (£) (rebased)

100

200

300

400

500

30 June 2012 30 June 2013 30 June 2014 30 June 2015 30 June 2016 30 June 2017 30 June 2018 30 June 2019 30 June 202230 June 202130 June 2020

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Directors’ remuneration report continued

Salary /fees

Taxable

benefits

Annual bonus

Mark Milner 2021/2022 5% (20%) 31%

2020/2021 5% 34% 100%

2019/2020 0% 0% (100%)

Guy Millward

2021/2022 2% 4% 27%

2020/2021 [n/a] 0% 0%

2019/2020 0% 0% 0%

Martin Morgan 2021/2022 0% 0% 0%

2020/2021 6% 0% 0%

2019/2020 (3%) 0% 0%

Paul Dollman 2021/2022 0% 0% 0%

2020/2021 4% 0% 0%

2019/2020 (2%) 0% 0%

Helen Sachdev 2021/2022 0% 0% 0%

2020/2021 4% 0% 0%

2019/2020 0% 0% 0%

William Macpherson

2021/2022 0% 0% 0%

2020/2021 [n/a] 0% 0%

2019/2020 0% 0% 0%

Average employee 2021/2022 1% 0% 21%

2020/2021 0% 0% 60%

2019/2020 2% 0% (50%)

1. In order to provide meaningful comparison with remuneration for 2021/2022, Guy Millward and

William Macpherson’s remuneration for 2020/2021 has been annualised, to reflect the fact that

both joined the Board during the year ended 30 June 2021.

2. The decrease in taxable benefits in the year awarded to Mark Milner relates to the grant of

SAYE options in 2020/2021.

The increase in average employee salary and fees in the year reflect an

average salary increase for continuing employees of 2%, offset by the

impact of restructuring and vacancies. The increase in Directors’ salaries

in the year reflect a holistic view of performance and other factors as

outlined in the Remuneration Committee Chair’s statement on pages

44-46. See previous Directors’ Remuneration reports for explanations as

regards the percentage change in salary, taxable benefits and annual

bonus in respect of previous years.

Relative importance of spend on pay (unauditedinformation)

The difference in actual expenditure between 2020/2021 and 2021/2022 on remuneration for all employees in comparison to distributions to

shareholders by way of dividend is detailed in the table below. The significant increase in distributions to shareholders by way of a dividend is primarily

due to the final 2020 dividend being withheld in response to ongoing uncertainty around the impacts of the Covid-19 pandemic. There were no share

buybacks during the year.

2021/22

£’000

2020/21

£’000

Change

Expenditure on remuneration for all employees 47,374 47,884 -1%

Distributions to shareholders by way of a dividend 5,492 1,829 200%

CEO pay ratio

The following table discloses the ratios between the single total figure of remuneration (‘STFR’) of the Chief Executive Officer for 2020/21 and 2021/22

and the lower quartile, median and upper quartile pay of Wilmington’s UK employees for those years. The STFR of employees at each quartile has been

calculated on a full-time equivalent basis as at the final day of the relevant financial year. Wilmington is committed to ensuring competitive pay for all

colleagues.

Method

25th

percentile

pay ratio

Median

pay ratio

75th

percentile

pay ratio

2021/22 Option B 40:1 24:1 14:1

2020/21 Option B 28:1 21:1 13:1

2019/20 Option B 14:1 10:1 6:1

Single total figures of remuneration used to calculate the above ratio

CEO 25th percentile pay ratio Median pay ratio 75th percentile pay ratio

Method

Total pay

and benefits

£’000

Tota l

salary

£’000

Total pay

and benefits

£’000

Tota l

salary

£’000

Total pay

and benefits

£’000

Tota l

salary

£’000

Total pay

and benefits

£’000

Tota l

salary

£’000

2021/22 Option B 1,066 368 70 63 40 37 24 23

Reporting regulations offer three methodologies to calculate the CEO pay ratio – Options A, B and C. The above table has been calculated by adopting

Option B, which was determined as the most appropriate methodology for Wilmington. It was decided that Option B would be the most appropriate

approach as Wilmington had already completed a comprehensive analysis of UK employees for the purpose of gender pay gap reporting. As such, the

most recent gender pay gap data, due to be published in September 2022, was used to determine the employees at the 25th percentile, median and 75th

percentile. A single total figure of remuneration was then calculated for each of the relevant employees using a consistent approach to the calculation of

the single total figure of remuneration for the Chief Executive Officer on page [51] based on remuneration as at 30 June 2022. For example, variable

bonus payments and employer pension contributions were added to the gender pay data to ensure the STFR reflected all relevant remuneration received

in respect of the year ended 30 June 2022. The pay data for a sample of employees at each percentile was then reviewed for accuracy and consistency

and as such, Wilmington believes the selected employees are reasonably representative of the 25th, median, and 75th percentiles.

It is expected that the CEO pay ratio has the potential to vary considerably

year-on-year due to the significant variable remuneration element

included. 40.7% of the PSP award granted to the CEO on 30 September

2019 will vest on 30 September 2022 in respect of three year performance

to 30 June 2022. No PSP award was capable of vesting in respect of three

year performance ended 30 June 2021 for the CEO. This variance in PSP

vesting is the primary reason for an increase in the ratio relating to the year

ended 30 June 2022.

The Company believes that the median pay ratio is consistent with the pay,

reward, and progression policies for the Company’s UK employees as a

whole.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Directors’ remuneration report continued

Annual Report on Remuneration continued

Implementation of the policy for the year ending

30June 2023 (unaudited information)

The Committee Chair’s Statement on pages [44] to [46] describes how the

policy will be implemented for the year ending 30 June 2023.

Details of the Remuneration Committee, advisors to

the Committee and their fees (unaudited information)

Details of the Directors who were members of the Committee during the

year are disclosed on pages [34] and [35]. The Committee has also

received assistance from the Chief Executive Officer with respect to the

remuneration of the other Executive Director and on the Company’s

remuneration policy more generally. He is not in attendance when his own

remuneration is discussed.

During the year, the Committee received independent advice from the

following external consultants:

Committees advisors

2021/22

£’000

Aon Hewitt Limited provided advice to the Committee on

performance analysis. 2

Deloitte LLP provided advice to the Committee on

executive remuneration, including annual bonus

performance measures and the preparation of the

Directors’ remuneration report. 23

Deloitte LLP was appointed by the Committee in 2013; the Group also

engages Deloitte LLP to provide advice in relation to the Company’s share

plans. Deloitte is a member of the Remuneration Consultants Group and,

as such, voluntarily operates under the Code of Conduct in relation to

executive remuneration consulting in the UK. Aon Hewitt Limited was

appointed by the Committee in previous years. The Committee took into

account the Remuneration Consultants Group’s Code of Conduct when

reviewing the appointment of Aon Hewitt Limited and Deloitte LLP.

The Committee is satisfied that all advice received was objective and

independent.

Details of the attendance of the Committee are set out in the table below:

Committee member Member since

Committee

meetings

attended

Committee

meetings

eligible to

attend

Helen Sachdev (Committee Chair) April 2020 3 3

Martin Morgan May 2018 3 3

Paul Dollman September 2015 3 3

William Macpherson February 2021 3 3

Statement of voting at general meeting (unaudited information)

At the Annual General Meeting held on 3 November 2021 the Annual Report on remuneration received the following votes from shareholders:

Annual Report on remuneration

Total number

of votes % of votes cast

For 72,070,678 97.89%

Against 1,553,300 2.11%

Total votes cast (for and against) 73,623,978

Votes withheld —

Total votes (including withheld votes) 73,623,978

At the Annual General Meeting held on 3 November 2021 the Directors’ Remuneration Policy received the following votes from shareholders:

Directors’ Remuneration Policy

Total number

of votes % of votes cast

For 72,064,696 97.88%

Against 1,559,282 2.12%

Total votes cast (for and against) 73,623,978

Votes withheld —

Total votes (including withheld votes) 73,623,978

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Directors’ report and other statutory information

The Directors present their report together with the audited consolidated

financial statements for the year ended 30 June 2022. The Directors’

report comprises pages [58] and [59] and the sections of the Annual

Report incorporated by reference are set out below which, taken together,

contain the information to be included in the Annual Report, where

applicable, under Listing Rule 9.8.4.

Board membership pg [34]

Dividends pg [5]

Directors’ long term incentives pg [47]

Corporate governance report pg [36]

Future developments of the business of the Group pg [3]

Employee equality, diversity and involvement pg [13]

Events after the reporting period pg [98]

Subsidiaries of the Group pg [83]

Financial risk management pg [86]

Sustainability and greenhouse gas emissions pg [12]

S172 statement and stakeholder engagement pg [10]

Going concern pg [66]

Viability statement pg [32]

Notice concerning forward-looking statements

This Annual Report contains forward-looking statements. Although the

Group believes that the expectations reflected in such forward-looking

statements are reasonable, these statements are not guarantees of future

performance and are subject to a number of risks and uncertainties and

actual results and events could differ materially from those currently being

anticipated as reflected in such forward-looking statements.

The terms ‘expect’, ‘estimate’, ‘forecast’, ‘target’, ‘believe’, ‘should be’, ‘will

be’ and similar expressions are intended to identify forward-looking

statements. Factors which may cause future outcomes to differ from

those foreseen in forward-looking statements include, but are not limited

to, those identified under ‘Principal risks and uncertainties’ on pages [22]

to [28] of this Annual Report.

The forward-looking statements contained in this Annual Report speak

only as of the date of publication of this Annual Report and the Group

therefore cautions readers not to place undue reliance on any forward-

looking statements. Except as required by any applicable law or regulation,

the Group expressly disclaims any obligation or undertaking to release

publicly any updates or revisions to any forward-looking statements

contained in this document to reflect any change in the Group’s

expectations or any change in events, conditions or circumstances on

which any such statement is based.

General information

The Company is public limited and is incorporated and domiciled in the

UK. The Company is listed on the main market of the London Stock

Exchange. The Company’s registered address is 10 Whitechapel High

Street, London E1 8QS.

Branches outside the UK

The Group does not operate any branches outside the UK.

Research and development activities

The Group invests in research and development to support the

development of its businesses which can rely on technology to deliver

their data, information, education and training services. Examples of

investments undertaken in the year are included in the financial review on

pages [19] to [21].

Political donations

No political donations were made during the year (2021: nil).

Directors and Directors’ interests

All Directors are equally accountable for the proper stewardship of the

Company’s affairs. Executive and Non-Executive Directors offer

themselves for election or re-election at each Annual General Meeting as

a result of the Company deciding to adopt best practice guidelines and the

2018 UK Corporate Governance Code, located on the FRC’s website at

www.frc.org.uk/directors/corporate-governance-and-stewardship/

uk-corporate-governance-code.

Details of the remuneration, service contracts, letters of appointment and

interests in the share capital of the Company for the Directors who have

served during the year are set out in the report on Directors’ remuneration

on pages [44] to [57].

As disclosed in note 28 none of the Directors had any material interest in

any contract, other than an employment contract, that was significant in

relation to the Group’s business at any time during the year.

Directors’ third-party indemnity provisions

To reduce the possibility of the Company incurring expenses which might

arise from the need to indemnify a Director or Officer from claims made

against them or the cost associated with their defence, the Group has in

place Directors’ and Officers’ qualifying third-party liability insurance as

permitted by the Companies Act 2006, which has been in force

throughout the financial year and up to the date of approval of these

financial statements.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Directors’ report and other statutory information continued

Inclusivity and employee engagement

The Group’s recruitment policy ensures that all job applications are

reviewed on a fair basis free from discrimination. This policy aligns strongly

to our work to embed an inclusive culture across the Group, and to our

accessibility agenda as set out in the Sustainability report on page [15].

The policy includes provision to ensure that any candidate or employee

who has or develops a disability, long term health condition or impairment

is considered fairly in our recruitment and career progression processes.

The Group also has a policy to ensure that it makes reasonable

adjustments for all candidates or employees to reflect their needs and

allow them to participate fully, develop and thrive in our business.

Please refer to Section 172 on page [10] for information regarding actions

taken during the year to maintain employee engagement.

Financial instruments

An explanation of the Group’s treasury policies and existing financial

instruments are set out in note 21 of the financial statements.

Purchase of own shares and sale of treasury shares

The Group has, in previous years, purchased its own shares and holds

such shares in treasury. At 30 June 2022, 65,970 shares were held in

Treasury (2021: 34,533), which represents 0.1% (2021: 0.1%) of the share

capital of the Company.

During the year the Wilmington Group plc Employee Share Ownership

Trust (‘ESOT’) purchased 170,097 ordinary shares for the purpose of

future settlement of employee share schemes. These shares will ultimately

be used by the Trust for the settlement of awards granted under the

Company’s employee share schemes. The Company seeks authority from

its shareholders at each Annual General Meeting to purchase its own shares.

In May 2022 Wilmington issued a further 224,838 ordinary voting shares

to satisfy the Company’s obligations under the SAYE Plan.

Contracts of significance with shareholders

The Company and its subsidiary undertakings do not have any contractual

or other arrangements with any continuing shareholders which are

essential to the business of the Company.

Takeover directive disclosures

As at 30 June 2022, the Company had only one authorised class of share,

namely ordinary shares of 5p each, of which there were in issue 87,828,755

(2021: 87,603,917). There are no special arrangements or restrictions

relating to any of these shares, whether in terms of transfers, voting rights,

or relating to changes in control of the Company. The Company does not

have any special rules in place regarding the appointment and

replacement of Directors, or regarding amendments to the Company’s

articles of association.

Under the terms of the Company’s banking arrangements, in the event

that a person or group of persons acting in concert gains control of the

Company, the lending banks may require, by giving not less than 30 days’

notice, the repayment of any debt and the cancellation of facilities.

Subject to various conditions, if the Company is taken over, all share

awards and options will vest and may be exercised.

Except for share awards and options, and the banking arrangements

described above there are no special conditions or agreements in place

which would take effect, alter or terminate in the event of a takeover.

Apart from the interests of the Directors disclosed in the report on

Directors’ remuneration and the substantial interests listed on page [40]

there are no individuals or entities with significant holdings, either direct or

indirect, in the Company.

Annual General Meeting

A separate notice convening the Annual General Meeting of the Company

to be held at the head office, 10 Whitechapel High Street, London E1 8QS

on 23 November 2022 will be circulated to shareholders with this Annual

Report and financial statements.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

[The Group seeks to create an

environment in which every

memberof its workforce helps

tofoster a culture of equality,

diversity and inclusion.]

Statement of Directors’ responsibilities

The Directors are responsible for preparing the Strategic report and

Annual Report, the Directors’ remuneration report and the financial

statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for

each financial year. Under that law the Directors have prepared the

financial statements in accordance with International Financial Reporting

Standards (‘IFRSs’) adopted pursuant to Regulation (EC) No 1606/2002

as it applies in the European Union and international accounting standards

in conformity with the requirements of the Companies Act 2006. Under

company law the Directors must not approve the financial statements

unless they are satisfied that they give a true and fair view of the state of

affairs and profit or loss of the Company and Group for that period. In

preparing these financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and accounting estimates that are reasonable and

prudent; and

• state whether applicable IFRSs as adopted by the United Kingdom

have been followed, subject to any material departures disclosed and

explained in the financial statements.

The Directors are responsible for keeping adequate accounting records

that are sufficient to show and explain the Company’s transactions and

disclose with reasonable accuracy at any time the financial position of the

Company and enable them to ensure that the financial statements and the

Directors’ remuneration report comply with the Companies Act 2006 and

Article 4 of the IAS Regulation. They are also responsible for safeguarding

the assets of the Company and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

The Directors confirm that:

• so far as each Director is aware, there is no relevant audit information of

which the Company’s auditor are unaware; and

• the Directors have taken all the steps that they ought to have taken as

Directors in order to make themselves aware of any relevant audit

information and to establish that the Company’s auditor are aware of

that information.

The Directors are responsible for preparing the Annual Report in

accordance with applicable law and regulations. Having taken advice from

the Audit Committee, the Directors consider the Annual Report and the

financial statements, taken as a whole, provides the information necessary

to assess the Company’s performance, business model and strategy and

is fair, balanced and understandable.

The Directors are responsible for the maintenance and integrity of the

corporate and financial information included on the Company’s website.

Legislation in the United Kingdom governing the preparation and

dissemination of financial statements may differ from legislation in other

jurisdictions.

To the best of our knowledge:

• the Group financial statements, prepared in accordance with IFRSs as

adopted by the United Kingdom, give a true and fair view of the assets,

liabilities, financial position and profit or loss of the Company and the

undertakings included in the consolidation taken as a whole; and

• the Strategic report and Directors’ report include a fair review of the

development and performance of the business and the position of the

Company and the undertakings included in the consolidation taken as

a whole, together with a description of the principal risks and

uncertainties that they face.

Approved on behalf of the Board by:

Guy Millward

Chief Financial Officer

[21] September 2022

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

76 Independent auditors’ report

82 Consolidated income statement

83 Consolidated statement of comprehensive income

84 Balance sheets

85 Statements of changes inequity

87 Cash flow statements

88 Notes to the financial statements

120 Pro forma five year financial summary (unaudited)

121 Advisors and corporate calendar

Statements

Financial

Financial Statements

Strategic Report Our Governance

Wilmington plc

Annual Report and Financial Statements 2022

For visual only, text to be supplied

Opinion

Our opinion on the financial statements is unmodified.

We have audited the financial statements of Wilmington plc (the ‘parent

company’) and its subsidiaries (the ‘Group’) for the year ended 30 June 2021,

which comprise the consolidated income statement, the consolidated

statement of comprehensive income, the Group and Company balance

sheets, the Group and Company statements of changes in equity, the

Group and Company cash flow statements and notes to the financial

statements, including a summary of significant accounting policies. The

financial reporting framework that has been applied in the preparation of

the Group financial statements is applicable law and international financial

reporting standards adopted pursuant to Regulation (EC) No. 1606/2002

as it applies in the European Union and international accounting standards

in conformity with the requirements of the Companies Act 2006. The

financial reporting framework that has been applied in the preparation of

the parent company financial statements is international accounting

standards in conformity with the requirements of, and as applied in

accordance with the provisions of, the Companies Act 2006.

In our opinion:

• the financial statements give a true and fair view of the state of the

Group’s and of the parent company’s affairs as at 30 June 2021 and of

the Group’s loss for the year then ended;

• the Group financial statements have been properly prepared in

accordance with international financial reporting standards adopted

pursuant to Regulation (EC) No. 1606/2002 as it applies in the

European Union and international accounting standards in conformity

with the requirements of the Companies Act 2006;

• the parent company financial statements have been properly prepared

in accordance with international accounting standards in conformity

with the requirements of, and as applied in accordance with the

provisions of, the Companies Act 2006; and

• the financial statements have been prepared in accordance with the

requirements of the Companies Act 2006 and, as regards the Group

financial statements, Article 4 of the IAS Regulation.

Basis for opinion

We conducted our audit in accordance with International Standards on

Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under

those standards are further described in the Auditors’ responsibilities

forthe audit of the financial statements’ section of our report. We are

independent of the Group and the parent company in accordance with

theethical requirements that are relevant to our audit of the financial

statements in the UK, including the FRC’s Ethical Standard as applied

tolisted public interest entities, and we have fulfilled our other ethical

responsibilities in accordance with these requirements. We believe that

the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Conclusions relating to going concern

We are responsible for concluding on the appropriateness of the Directors’

use of the going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists related to events

or conditions that may cast significant doubt on the Group’s and the parent

company’s ability to continue as a going concern. If we conclude that a

material uncertainty exists, we are required to draw attention in our report

to the related disclosures in the financial statements or, if such disclosures

are inadequate, to modify the auditors’ opinion. Our conclusions are based

on the audit evidence obtained up to the date of our report. However,

future events or conditions may cause the Group or the parent company

to cease to continue as a going concern.

As part of our risk assessment, we evaluated the Group’s and the parent

company’s cash position, assessed the Group’s and the parent company’s

performance and headroom against bank covenants throughout the year,

considered the Group’s and the parent company’s lack of reliance on

government assistance and the parent company’s ability to pay dividends,

and concluded that the Group’s and the parent company’s ability to

continue as a going concern was not a significant risk that required special

audit consideration.

Our evaluation of the Directors’ assessment of the Group’s and the

parentcompany’s ability to continue to adopt the going concern basis

ofaccounting included reviewing management’s base case cash flow

forecasts covering the period to 30 September 2022 and challenging the

underlying assumptions, and reviewing forecast covenant compliance

throughout the going concern period. We obtained management’s reverse

stress test prepared to consider the scenario that would cause a breach

incovenant compliance and evaluated the impact and availability of

mitigating actions available to management to restrict the impact on

theGroup’s and the parent company’s performance and covenant

compliance. Our assessment also included a review of the accuracy

ofmanagement’s past forecasting and an assessment of the adequacy

ofrelated disclosures within the Annual Report.

In our evaluation of the Directors’ conclusions, we considered the inherent

risks associated with the Group’s and the parent company’s business

model including effects arising from macro-economic uncertainties such

as Brexit and Covid-19, we assessed and challenged the reasonableness

of estimates made by the Directors and the related disclosures and

analysed how those risks might affect the Group’s and the parent

company’s financial resources or ability to continue operations over the

going concern period.

Based on the work we have performed, we have not identified any material

uncertainties relating to events or conditions that, individually or collectively,

may cast significant doubt on the Group’s and the parent company’s ability

to continue as a going concern for a period of at least twelve months from

when the financial statements are authorised for issue.

In auditing the financial statements, we have concluded that the Directors’

use of the going concern basis of accounting in the preparation of the

financial statements is appropriate.

In relation to the Group’s and the parent company’s reporting on how they

have applied the UK Corporate Governance Code, we have nothing

material to add or draw attention to in relation to the Directors’ statement

inthe financial statements about whether the Directors considered it

appropriate to adopt the going concern basis of accounting.

The responsibilities of the Directors with respect to going concern are

described in the ‘Responsibilities of Directors for the financial statements’

section of this report.

Independent auditors’ report

to the members of Wilmington plc

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

For visual only, text to be supplied

Our approach to the audit

Overview of our audit approach

Overall materiality:

Group: £719,000, which represents0.65%

oftheGroup’s forecast revenue.

Parent company: £540,000, which represents

0.3% of the parent company’s total assets,

capped at 75%of Group materiality.

Key audit matters were identified as:

• Impairment of goodwill (same as

previousyear)

• Recognition of revenue (same as

previousyear)

Our auditors’ report for the year ended

30June 2020 included two key audit

matters that have not been reported as

keyaudit matters in our current year’s report.

These relate to going concern and to the

application of International Financial

Reporting Standard (IFRS) 16 ‘Leases’

andare not included as they have not

beenassessed as significant risks for the

current year.

We performed full scope audit procedures

on the financial statements of Wilmington plc

and on the financial information of Wilmington

Holdings No.1 Limited, Wilmington Shared

Services Limited, Wilmington Publishing &

Information Limited, Axco Information

Services Limited, Wilmington Healthcare

Limited, Mercia Group Limited, International

Compliance Training Limited and Bond

Solon Training Limited.

Full scope or specified audit procedures

were performed on the financial information

of components representing 78% of the

Group’s revenue and 82% of the Group’s loss

before tax.

Key audit matters

Key audit matters are those matters that, in our professional judgement,

were of most significance in our audit of the financial statements of the

current period and include the most significant assessed risks of material

misstatement (whether or not due to fraud) that we identified. These

matters included those that had the greatest effect on: the overall audit

strategy; the allocation of resources in the audit; and directing the efforts

of the engagement team. These matters were addressed in the context of

our audit of the financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

Description Audit response

Key audit matters

Disclosures Key observations

In the graph below, we have presented the key audit matters, significant

risks and other risks relevant to the audit.

Key Audit Matter – Group How our scope addressed the matter – Group

Impairment of goodwill

We identified impairment of

goodwill as one of the most

significant assessed risks of

material misstatement due

toerror.

In accordance with International

Accounting Standard (IAS) 36

‘Impairment of Assets’, goodwill

is subject to an annual

impairment test.

The Group holds £65.8m of

goodwill on its balance sheet,

including £11.9m relating to the

UK Healthcare cash generating

unit (CGU), after recognising an

impairment in the year of £8.4m.

We consider that the carrying

value of the goodwill intangible

asset associated with the UK

Healthcare CGU is a significant

risk due to the low amount of

headroom for this CGU, the

sensitivity to key assumptions,

and the level of management

judgement included in the inputs

into the impairment calculation,

such as the rate used to discount

future cash flows, the cash flow

forecasts and the growth rates.

In responding to the key audit matter,we

performed the following audit procedures:

• obtaining management’s impairment

review model and testing the

mathematical accuracy;

• assessing the appropriateness of

management’s determination of CGUs

and changes in CGUs identified

compared to the prior year;

• assessing the appropriateness of the

asset amounts included in the carrying

value of each of the CGUs by agreeing

to underlying accounting records;

• assessing the discount rate applied,

including an assessment by our valuation

specialists, and benchmarking the rate

against that used by competitors;

• assessing the appropriateness of

thegrowth rates applied, by reference

to industry and market data;

• performing sensitivity analysis on

thevalue in use calculation performed

by management;

• testing the accuracy of management’s

forecasting througha comparison of

budget toactual data and historical

variance trends;

• obtaining and challenging the key

assumptions relating to the Group’s

cash flow forecasts; and

• assessing the accuracy and sufficiency

of financial statement disclosures relating

to the impairment of goodwill in the UK

Healthcare CGU, and the sensitivity of

this impairment to key variables.

Relevant disclosures in the

Annual Report and Financial

Statements 2021

• Financial statements: note 12,

Goodwill

• Audit Committee report:

Goodwill and intangible

assetimpairment

Key observations

Our audit work did not identify any

material errors in the impairment of

goodwill associated with UK Healthcare

CGU during the year.

Extent of management judgement

High

Low

Potential

financial

statement

impact

Key audit matter Significant risk Other risk

1. Intangible assets

2. Intercompany receivables

(parent company only)

3. Trade receivables

4. Accruals

5. Share option expenses

6. Operating expenses

7. Borrowings

8. Investments

(parent company only)

9. Employee remuneration

10. Recognition of revenue

11. Going concern

12. Impairment of goodwill

Scoping

Key audit

matters

Materiality

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Annual Report and Financial Statements 2022

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Key Audit Matter – Group How our scope addressed the matter – Group

Recognition of revenue

We identified recognition of

revenue as one of the most

significant assessed risks

ofmaterial misstatement due

tofraud.

Under International Standard on

Auditing (UK) 240 ‘The Auditor’s

Responsibilities Relating to

Fraud in an Audit of Financial

Statements’, there is a

presumption that there are risks

of fraud in revenue recognition.

The Group has a number of

revenue streams which include

performance obligations

recognised at both a point in time

and over time, spanning less than

one year and not involving

complex arrangements.

We assessed the risk of fraud

tobe greatest in the final quarter

of the year, where there is an

increased risk of manipulation

ofthe timing or quantum of

revenue. This could lead to

revenue being inappropriately

recognised in the year rather

than being deferred. There is

also an associated risk relating

tothe completeness of

deferredrevenue.

In responding to the key audit matter,we

performed the following audit procedures:

• assessing the design effectiveness

ofrelevant controls in respect of

revenue recognition;

• assessing the stated accounting

policies in respect of revenue

recognition and whether these are

consistent with IFRS 15 ‘Revenue

fromContracts with Customers’

andwhether revenue has been

recorded in accordance with the

accounting policies;

• performing substantive testing on

asample of revenue transactions

during the year with a particular focus

on the final quarter, across each of the

significant revenue streams to assess

whether revenue is recognised in

accordance with the contract terms

and agreeing to supporting evidence

to confirm occurrence; and

• performing cut off procedures to

ensure that revenue was recognised in

the correct period via testing of

revenue through to deferred income

schedules, and vice versa, prior period

deferred income to revenue listing in

the current period.

Relevant disclosures in the

Annual Report and Financial

Statements 2021

• Financial statements: note 3,

Revenue

• Audit Committee report:

Revenue recognition

Key observations

Our audit work did not identify any

material errors in the recognition of

revenue during the year.

We did not identify any key audit matters relating to the audit of the

financial statements of the parent company.

Key audit matters continued Our application of materiality

We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified misstatements on the audit and of

uncorrected misstatements, if any, on the financial statements and in forming the opinion in the auditors’ report.

Materiality was determined as follows:

Materiality measure Group Parent company

Materiality for financial

statements as a whole

We define materiality as the magnitude of misstatement in the financial statements that, individually or in the aggregate,

could reasonably be expected to influence the economic decisions of the users of these financial statements. We use

materiality in determining the nature, timing and extent of our audit work.

Materiality threshold £719,000, which represents 0.65% of the Group’s

forecastrevenue.

£540,000, which represents 0.3% of the parent company’s

total assets, capped at 75% of Group materiality.

Significant judgements made

byauditor in determining

themateriality

This benchmark is considered the most appropriate

because consistent and sustainable revenue streams

isakey performance indicator for the Group.

Materiality for the current year is higher than the level

thatwe determined for the year ended 30 June 2020

asmateriality was based on 0.65% of forecast revenue

inbothyears and forecast revenue was higher this year.

This benchmark is considered the most appropriate

because the parent company’s purpose is to hold material

investments in subsidiary companies and receivable

amounts from subsidiary companies, and does not trade.

Materiality for the current year is higher than the level that

we determined for the year ended 30 June 2020 to reflect

the increase in the parent company’s total assets in the

current year and the capping at 75% of Group materiality

referred to above, which was higher this year.

Performance materiality

usedto drive the extent of

ourtesting

We set performance materiality at an amount less than materiality for the financial statements as a whole to reduce to

an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds

materiality for the financial statements as a whole.

Performance materiality threshold £540,000, which is 75% of financial statement materiality. £404,000, which is 75% of financial statement materiality.

Significant judgements made by

auditor in determining the

performance materiality

In determining performance materiality, we made the

following significant judgements:

• Our experience with auditing the financial statements of

the Group in previous years – based on the number and

quantum of identified misstatements in the prior year

audit and management’s attitude to correcting

misstatements identified;

• Our assessment of the strength and effectiveness of the

control environment; and

• The number of components within the Group and the

extent of audit procedures planned and performed at

these components.

In determining performance materiality, we made the

following significant judgements:

• Our experience with auditing the financial statements of

the parent company in previous years – based on the

number and quantum of identified misstatements in the

prior year audit and management’s attitude to correcting

misstatements identified; and

• Our assessment of the strength and effectiveness of the

control environment.

Specific materiality We determine specific materiality for one or more particular classes of transactions, account balances or disclosures

for which misstatements of lesser amounts than materiality for the financial statements as a whole could reasonably be

expected to influence the economic decisions of users taken on the basis of the financial statements.

Specific materiality We determined a lower level of specific materiality for the

following areas:

• Related party transactions; and

• Directors’ remuneration.

We determined a lower level of specific materiality for the

following areas:

• Related party transactions; and

• Directors’ remuneration.

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Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

For visual only, text to be supplied

Performance

materiality

£539,250

Performance

materiality

£404,438

Tolerance for potential

uncorrected

misstatements

£179,750

Tolerance for potential

uncorrected

misstatements

£134,812

Materiality measure Group Parent company

Communication of

misstatements to the

AuditCommittee

We determine a threshold for reporting unadjusted differences to the Audit Committee.

Threshold for communication £35,950 and misstatements below that threshold that, in

our view, warrant reporting on qualitative grounds.

£26,960 and misstatements below that threshold that, in

our view, warrant reporting on qualitative grounds.

The graph below illustrates how performance materiality interacts with our overall materiality and the tolerance for potential uncorrected misstatements.

An overview of the scope of our audit

We performed a risk-based audit that requires an understanding of the Group’s and the parent company’s business and in particular matters related to:

Understanding the Group, its components, and their environments, including Group-wide controls

• obtaining an understanding of the Group and its environment, including Group-wide controls, and assessing the risks of material misstatement at the

Group level;

• evaluation by the Group audit team of identified components to assess the significance of each component and to determine the planned audit

response based on a measure of materiality.

Identifying significant components

• in setting our audit scope we determined any individual component which contributed more than 10% to consolidated revenues or consolidated

underlying profit or loss before taxation to be financially significant to the Group;

• financially significant components were identified as Wilmington Publishing & Information Limited and Wilmington Healthcare Limited. Wilmington plc

and Wilmington Shared Services Limited were also identified as significant components due to qualitative factors. These four components were

subject to full scope audit procedures and represent 23% of the Group’s revenue and 22% of the Group’s loss before tax. All work in relation to these

components was performed by the Group audit team;

• five further components were identified as not being financially significant but still requiring full scope audit procedures, being Wilmington Holdings

No1 Limited, Axco Information Services Limited, Mercia Group Limited, International Compliance Training Limited and Bond Solon Training Limited.

All work in relation to these components was performed by the Group audit team;

• five further components were identified for specified audit procedures on specific balances. The work on these components was targeted according

to the nature of the balances within these components. All work in relation to these components was performed by the Group audit team

• the remaining 42 components were subject to analytical procedures commensurate with their significance to the Group’s results and financial position.

Type of work to be performed on financial information of parent

and other components

• for the parent company and other financially significant components

requiring a full-scope approach, we evaluated the design and

implementation of controls over the financial reporting systems

identified as part of our risk assessment and addressed critical

accounting matters. We then undertook substantive testing on

significant transactions and material account balances;

• for components identified as not being financially significant but still

requiring a full-scope approach, the financial information of each

component was subjected to audit procedures to component materiality;

• for components identified for specified audit procedures, audit

procedures were performed on revenue balances to provide us with

assurance for the significant risk and key audit matter of the

recognition of revenue.

Performance of our audit

• work performed over full scope components and specified procedures

components covered 78% of the Group’s revenue and 82% of the

Group’s loss before tax; and

• the remaining components of the Group were subject to analytical

procedures commensurate with their significance to the Group’s

results and financial position.

Changes in approach from prior year

• the subsidiary Bond Solon Training Limited has been identified as not

being financially significant but still requiring a full-scope audit this year,

whereas it was identified as requiring specified audit procedures in the

prior year.

Audit approach

No. of

components

% coverage

Revenue

% coverage

Loss before tax

Significant, requiring

full-scope audit 4 23% 22%

Not significant, requiring

full-scope audit 5 37% 56%

Specified audit

procedures 5 18% 4%

Analytical procedures 42 22% 18%

Our application of materiality continued

Overall materiality – Group Overall materiality – parent company

Financial statements materiality Financial statements materiality

Revenue Total assets

9999++11++00++KK

9898++22++KK

£719,000 £539,250

£113.0m £164.4m

25% 25%

75% 75%

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Annual Report and Financial Statements 2022

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Other information

The Directors are responsible for the other information. The other

information comprises the information included in the Annual Report and

financial statements, other than the financial statements and our Auditors’

report thereon. Our opinion on the financial statements does not cover the

other information and, except to the extent otherwise explicitly stated in

our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility

is to read the other information and, in doing so, consider whether the

other information is materially inconsistent with the financial statements or

our knowledge obtained in the audit or otherwise appears to be materially

misstated. If we identify such material inconsistencies or apparent material

misstatements, we are required to determine whether there is a material

misstatement in the financial statements or a material misstatement of the

other information. If, based on the work we have performed, we conclude

that there is a material misstatement of this other information, we are

required to report that fact.

We have nothing to report in this regard.

Our opinions on other matters prescribed by the Companies Act

2006 are unmodified

In our opinion, the part of the Directors’ remuneration report to be audited

has been properly prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic report and the Directors’ report

for the financial year for which the financial statements are prepared is

consistent with the financial statements; and

• the Strategic report and the Directors’ report have been prepared in

accordance with applicable legal requirements.

Matter on which we are required to report under the Companies

Act 2006

In the light of the knowledge and understanding of the Group and the

parent company and its environment obtained in the course of the audit,

we have not identified material misstatements in the Strategic report or the

Directors’ report.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to

which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent

company, or returns adequate for our audit have not been received

from branches not visited by us; or

• the parent company financial statements and the part of the Directors’

remuneration report to be audited are not in agreement with the

accounting records and returns; or

• certain disclosures of Directors’ remuneration specified by law are not

made; or

• we have not received all the information and explanations we require

for our audit.

Corporate governance statement

The Listing Rules require us to review the Directors’ statement in relation

to going concern, longer term viability and that part of the Corporate

Governance Statement relating to the Group’s and the parent company’s

compliance with the provisions of the UK Corporate Governance

Statement specified for our review.

Based on the work undertaken as part of our audit, we have concluded

that each of the following elements of the Corporate Governance

Statement is materially consistent with the financial statements or our

knowledge obtained during the audit:

• the Directors’ statement in the financial statements about whether the

Directors considered it appropriate to adopt the going concern basis

of accounting in preparing the financial statements and the Directors’

identification of any material uncertainties to the Group’s and the

parent company’s ability to continue to do so over a period of at least

twelve months from the date of approval of the financial statements;

• the Directors’ explanation in the Annual Report as to how they have

assessed the prospects of the Group and the parent company, over

what period they have done so and why they consider that period to be

appropriate, and their statement as to whether they have a reasonable

expectation that the Group and the parent company will be able to

continue in operation and meet their liabilities as they fall due over the

period of their assessment, including any related disclosures drawing

attention to any necessary qualifications or assumptions;

• the Directors’ statement that they consider the Annual Report and

financial statements taken as a whole is fair, balanced and

understandable and provides the information necessary for

shareholders to assess the Group’s and the parent company’s

performance, business model and strategy;

• the Directors’ confirmation in the Annual Report that they have carried

out a robust assessment of the principal and emerging risks facing the

Group and the parent company including the impact of Brexit and

Covid-19 and the disclosures in the Annual Report that describe the

principal risks, procedures to identify emerging risks and an

explanation of how they are being managed or mitigated;

• the section of the Annual Report that describes the review of the

effectiveness of the Group’s and the parent company’s risk

management and internal control systems, covering all material

controls, including financial, operational and compliance controls; and

• the section of the Annual Report describing the work of the Audit

Committee, including significant issues that the Audit Committee

considered relating to the financial statements and how these issues

were addressed.

Responsibilities of Directors for the financial statements

As explained more fully in the Statement of Directors’ responsibilities set

out on page 74 the Directors are responsible for the preparation of the

financial statements and for being satisfied that they give a true and fair

view, and for such internal control as the Directors determine is necessary

to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for

assessing the Group’s and the parent company’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless the Directors

either intend to liquidate the Group or the parent company or to cease

operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the

financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an Auditors’ report that includes

our opinion. Reasonable assurance is a high level of assurance but is not a

guarantee that an audit conducted in accordance with ISAs (UK) will

always detect a material misstatement when it exists. Misstatements can

arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial

statements is located on the Financial Reporting Council’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms part of our

Auditors’ report.

Explanation as to what extent the audit was considered capable

of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws

and regulations. We design procedures in line with our responsibilities,

outlined above, to detect material misstatements in respect of

irregularities, including fraud. Owing to the inherent limitations of an audit,

there is an unavoidable risk that material misstatements in the financial

statements may not be detected, even though the audit is properly

planned and performed in accordance with the ISAs (UK).

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Annual Report and Financial Statements 2022

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Other information continued

Explanation as to what extent the audit was considered capable

of detecting irregularities, including fraud continued

The extent to which our procedures are capable of detecting irregularities,

including fraud, is detailed below:

• We obtained an understanding of the legal and regulatory frameworks

applicable to the Group and the parent company and the sector in

which they operate. We determined that the following laws and

regulations were most significant: international financial reporting

standards adopted pursuant to Regulation (EC) No. 1606/2002 as it

applies in the European Union and international accounting standards

in conformity with the requirements of the Companies Act 2006 for the

Group, and international accounting standards in conformity with the

requirements of, and as applied in accordance with the provisions of,

the Companies Act 2006 for the parent company, the Companies Act

2006, the Listing Rules, the UK Corporate Governance Code and UK

corporate taxation laws.

• We obtained an understanding of how the Group and the parent

company are complying with those legal and regulatory frameworks by

making inquiries of management and of the Group’s head of legal

department. We corroborated our inquiries through our review of board

minutes and papers provided to the Audit Committee.

• We evaluated the design and implementation of controls over the

financial reporting systems and the effectiveness of the control

environment as part of our risk assessment.

• We assessed the susceptibility of the Group’s and the parent

company’s financial statements to material misstatement, including

how fraud might occur. Audit procedures performed by the Group

engagement team included:

• identifying and assessing the design effectiveness of controls

management has in place to prevent and detect fraud;

• obtaining an understanding of how those charged with

governanceconsidered and addressed the potential for override

ofcontrols or applied other inappropriate influence over the

financial reporting process;

• challenging assumptions and judgments made by management

inits significant accounting estimates;

• identifying and testing journal entries, in particular any journal

entries posted with unusual account combinations; and

• assessing the extent of compliance with the relevant laws

andregulations.

• The engagement partner assessed whether the engagement team

collectively had the appropriate competence and capabilities to

identify and recognise non-compliance with laws and regulations

through an assessment of the engagement team’s:

• understanding of, and practical experience with, audit

engagements of a similar nature and complexity, through

appropriate training and participation; and

• knowledge of the industry in which the Group and parent

companyoperate.

• Team communications in respect of potential non-compliance with

laws and regulations and fraud included the potential for fraud in

revenue recognition through manipulation of deferred income. This is

also reported as a key audit matter in the key audit matters section of

our report, where the matter and specific procedures performed in

response to this matter are described in more detail.

Other matters which we are required to address

Following the recommendation of the Audit Committee, we were appointed

by the Board on 28 January 2019 to audit the financial statements for the

year ending 30 June 2019 and subsequent financial periods.

The period of total uninterrupted engagement including previous renewals

and reappointments of the firm is 3 years, covering the periods ended

30June 2019 to 30 June 2021.

The non-audit services prohibited by the FRC’s Ethical Standard were not

provided to the Group or the parent company and we remain independent

of the Group and the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to the

AuditCommittee.

Use of our report

This report is made solely to the Company’s members, as a body, in

accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our

audit work has been undertaken so that we might state to the Company’s

members those matters we are required to state to them in an 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 Company

and the Company’s members as a body, for our audit work, for this report,

or for the opinions we have formed.

Sergio Cardoso

Senior Statutory Auditor

for and on behalf of Grant Thornton UK LLP

Statutory Auditors, Chartered Accountants

London

17 September 2021

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Annual Report and Financial Statements 2022

For visual only, text to be supplied

Consolidated income statement

for the year ended 30 June 2022

Notes

Year ended

30 June 2022

£’000

Year ended

30 June 2021

£’000

Continuing operations

Revenue 3 121,028 113,027

Operating expenses before amortisation of intangibles excluding computer software, impairment and

adjusting items (99,40 7) (96,37 8)

Impairment of goodwill, intangible assets and property, plant and equipment 4b (597) (14,834)

Amortisation of intangible assets excluding computer software 4b (2,368) (3, 400)

Adjusting items 4b (66) (2,970)

Operating expenses 5 (102,438) (117 ,582)

Other income – gain on disposal of subsidiaries 11 16,329 7 70

Other income – gain on disposal of business operations — 3,394

Other income – gain on disposal of property, plant and equipment 4a 1,289 —

Other income – net gain on financing activities 840 —

Operating profit/(loss) 37,048 (391)

Net finance costs 6 (928) (1, 634)

Profit/(loss) before tax 36,120 (2,025)

Taxation 7 (3,295) (2,522)

Profit/(loss) for the year attributable to owners of the parent 32,825 (4,54 7)

Earnings/(loss) per share:

Basic (p) 9 3 7. 4 6 (5. 18)

Diluted (p) 9 36.98 (5. 18)

The notes on pages [67] to [99] are an integral part of these consolidated financial statements.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Consolidated statement of comprehensive income

for the year ended 30 June 2022

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Profit/(loss) for the year 32,825 (4,547)

Other comprehensive income/(expense):

Items that may be reclassified subsequently to the income statement

Fair value movements on interest rate swaps, net of tax — 93

Currency translation differences 2,353 (1,732)

Fair value movements of net investment hedges, net of tax (193) 762

Other comprehensive income/(expense) for the year, net of tax 2, 160 (87 7)

Total comprehensive income/(expense) for the year attributable to owners of the parent 34, 985 (5,42 4)

Items in the statement above are disclosed net of tax. The income tax relating to each component of other comprehensive income is

disclosed in note 7. The notes on pages [67] to [99] are an integral part of these financial statements.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Balance sheets

as at 30 June 2022

Notes

Group Company

2022

£’000

2021

£’000

2022

£’000

2021

£’000

Non-current assets

Goodwill 12 61, 128 65,833 — —

Intangible assets 13 9,42 7 14,000 — —

Property, plant and equipment 14 6, 876 9,2 77 4,108 4,833

Investment in subsidiaries 15 — — 49,420 49,420

Deferred consideration receivable 1,448 1,585 — —

Derivative financial instruments 17 — 57 — 57

Deferred tax assets 22 1,041 1,364 504 439

79,920 9 2 ,1 1 6 54,032 54,749

Current assets

Trade and other receivables 16 27,097 28, 698 118,741 106,964

Deferred consideration receivable 250 250 — —

Current tax assets 1,262 312 — —

Cash and cash equivalents 19,785 7, 3 74 15,734 2,702

Assets of disposal group held for sale 20 1,450 1,588 — —

49,844 38, 222 134,475 109,666

Total assets 129,764 130,338 188,507 164,415

Current liabilities

Trade and other payables 18 (50,258) (54,959) (53,314) (37,167)

Current tax liabilities — — (170) (170)

Borrowings 19 — (3,644) — —

Lease liabilities 25 (64 8) (2,356) (118) (1,606)

Provisions 26 (307) (461) — —

Liabilities of disposal group held for sale 20 (1,332) — — —

(52,545) (61,420) (53,602) (38,943)

Non-current liabilities

Borrowings 19 — (20, 430) — —

Lease liabilities 25 (6,862) (8,386) (6,107) (7,357)

Deferred tax liabilities 22 (2,040) (2,054) — —

Provisions 26 (1,228) (1,381) — —

(10, 130) (32,251) (6,107) (7,357)

Total liabilities (62,6 75) (93,671) (59,709) (46,300)

Net assets 67 ,089 36, 667 128,798 118,115

Equity

Share capital 23 4,391 4,380 4,391 4,380

Share premium 23 45,553 45,225 45,553 45,225

Treasury and ESOT reserves 23 (1,093) (701) (183) (78)

Share based payments reserve 2, 141 1,390 2,141 1,390

Translation reserve 4,422 2 ,069 — —

Retained earnings/(accumulated losses) 1 1,6 75 (15, 696) 76,896 67,198

Total equity 67 ,089 36, 667 128,798 118,115

Wilmington plc, the parent company, recorded a profit of £14,959,000

(2021: £37,865,000) during the year.

The notes on pages [67] to [99] are an integral part of these consolidated

financial statements. The financial statements on pages [62] to [99] were

approved and authorised for issue by the Board and signed on their behalf

on [21] September 2022.

Mark Milner Guy Millward

Chief Executive Officer Chief Financial Officer

Registered number: 03015847

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Statements of changes in equity

for the year ended 30 June 2022

Share capital,

share premium,

ESOT shares

and treasury

shares (note 23)

£’000

Share based

payments

reserve

£’000

Translation

reserve

£’000

Retained earnings/

(accumulated

losses)

£’000

Total equity

£’000

Group

At 30 June 2020 49,0 15 1, 195 3,801 (10 ,605) 43, 406

Loss for the year — — — (4,547) (4,547)

Other comprehensive (expense)/income for the year — — (1,7 32) 855 (87 7)

49,0 15 1, 195 2 ,0 69 (14,29 7) 3 7, 9 8 2

Transactions with owners:

Dividends paid — — — (1,829) (1,829)

Performance share plan awards vesting settled via ESOT 137 (241) — 104 —

ESOT share purchases (263) — — — (263)

Sale of treasury shares 15 — — — 15

Share based payments — 436 — — 436

Tax on share based payments — — — 326 326

At 30 June 2021 48,904 1,390 2 ,069 (15, 696) 36, 667

Profit for the year — — — 32,825 32,825

Other comprehensive income/(expense) for the year — — 2,353 (193) 2, 160

48,904 1,390 4, 422 16,936 71, 652

Transactions with owners:

Dividends paid — — — (5,492) (5,492)

Performance share plan awards vesting settled via ESOT 84 (105) — 21 —

ESOT share purchases (371) — — — (371)

Sale of treasury shares 49 — — — 49

Purchase of treasury shares (154) — — — (154)

Issue of share capital 11 — — — 11

Issue of share premium 328 — — — 328

Save as you earn options settlement — (1 80) — 152 (28)

Share based payments — 1,036 — — 1,036

Tax on share based payments — — — 58 58

At 30 June 2022 48,851 2, 141 4 ,422 1 1,6 75 67 ,089

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Statements of changes in equity continued

for the year ended 30 June 2022

Share capital,

share premium

and treasury

shares (note 23)

£’000

Share based

payments

reserve

£’000

Retained

earnings

£’000

Tota l

£’000

Company

At 30 June 2020 49,512 1,195 30,638 81,345

Profit for the year — — 37,865 37,865

Other comprehensive income for the year — — 94 94

49,512 1,195 68,597 119,304

Dividends paid — — (1,829) (1,829)

Performance share plan awards vesting settled via ESOT — (241) 104 (137)

Sale of treasury shares 15 — — 15

Share based payments — 436 — 436

Tax on share based payments — — 326 326

At 30 June 2021 49,527 1,390 67,198 118,115

Profit for the year — — 14,959 14,959

49,527 1,390 82,157 133,074

Dividends paid — — (5,492) (5,492)

Performance share plan awards vesting settled via ESOT — (105) 21 (84)

Sale of treasury shares 49 — — 49

Purchase of treasury shares (154) — — (154)

Issue of share capital 11 — — 11

Issue of share premium 328 — — 328

Save as you earn options settlement — (180) 152 (28)

Share based payments — 1,036 — 1,036

Tax on share based payments — — 58 58

At 30 June 2022 49,761 2,141 76,896 128,798

The notes on pages [67] to [99] are an integral part of these consolidated financial statements.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Cash flow statements

for the year ended 30 June 2022

Notes

Group Company

Year ended

30 June 2022

£’000

Year ended

30 June 2021

£’000

Year ended

30 June 2022

£’000

Year ended

30 June 2021

£’000

Cash flows from operating activities

Cash generated from/(used in) operations before adjusting items 30 24,570 17 ,290 (6,715) 20,384

Cash flows for adjusting items – operating activities (342) (339) (342) —

Cash flows from tax on share based payments (4) 9 (4) 9

Cash generated from/(used in) operations 24,2 24 16,960 (7,061) 20,393

Interest paid (479) (1, 196) (318) (246)

Tax paid (3,39 7) (2,6 97) (2,393) (2,097)

Net cash generated from/(used in) operating activities 20,348 13,067 (9,772) 18,050

Cash flows from investing activities

Disposal of subsidiaries net of cash 11 2 2,79 2 400 23,345 —

Disposal of business operations — 4, 144 — —

Deferred consideration received 250 250 — —

Cash flows for adjusting items – investing activities (43) (151) (43) (151)

Purchase of property, plant and equipment (44 0) (1,047) — —

Proceeds from disposal of property, plant and equipment 3,493 103 3,439 —

Purchase of intangible assets (1,292) (1,96 9) — —

Net cash generated from/(used in) investing activities 24,760 1,730 26,741 (151)

Cash flows from financing activities

Dividends paid to owners of the parent (5,492) (1,829) (5,492) (1,829)

Issue of new shares 340 — 340 —

Share issuance costs (28) — (28) —

Purchase of shares by ESOT (371) (263) — —

Payment of lease liabilities (3, 752) (2,530) — —

Cash flows for adjusting items - financing activities 1,243 — 1,243 —

Fees relating to new and extended loan facility — (191) — (191)

Increase in bank loans — 2,000 — 16,000

Decrease in bank loans (21, 198) (29, 181) — (36,181)

Net cash used in financing activities (29,258) (31,994) (3,937) (22,201)

Net increase/(decrease) in cash and cash equivalents, net of bank overdrafts 15,850 (17 , 197) 13,032 (4,302)

Cash and cash equivalents, net of bank overdrafts at beginning of the year 3,730 21,426 2,702 7,004

Exchange gain/(loss) on cash and cash equivalents 205 (499) — —

Cash classified as held for sale 758 — — —

Cash and cash equivalents, net of bank overdrafts at end of the year 20,543 3, 730 15,734 2,702

Reconciliation of net cash/(debt)

Cash and cash equivalents at beginning of the year 7, 3 74 21, 426 2,702 7,004

Bank overdrafts at beginning of the year (3,644) — — —

Bank loans at beginning of the year 19 (20, 960) (49,082) — (20,181)

Lease liabilities at beginning of the year (1 0,742) (13, 121) (8,963) (10,079)

Net debt at beginning of the year (27 ,97 2) (4 0, 777) (6,261) (23,256)

Net increase/(decrease) in cash and cash equivalents, net of bank overdrafts 16,8 13 (17 ,696) 13,032 (4,302)

Net repayment in bank loans 21, 198 2 7,1 8 1 — 20,181

Exchange (loss)/gain on bank loans (238) 941 — —

Movement in lease liabilities 3,232 2 ,379 2,738 1,116

Cash and cash equivalents at end of the year 19,785 7, 3 74 15,734 2,702

Cash classified as held for sale at end of the year 20 758 — — —

Bank overdrafts at end of the year — (3,644) — —

Bank loans at end of the year 19 — (20,960) — —

Lease liabilities at end of the year (7 ,510) (10,7 42) (6,225) (8,963)

Net cash/(debt) at end of the year 13,033 (27 ,972) 9,509 (6,261)

The notes on pages [67] to [99] are an integral part of these consolidated financial statements.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Table spacing reduced to fit all on 1 page

Notes to the financial statements

General information

The Company is a public company limited by shares, incorporated and domiciled in the UK. The address of its

registered office is 10 Whitechapel High Street, London E1 8QS.

The Company is listed on the Main Market on the London Stock Exchange. The Company is a provider of data,

information, education and training in the global Governance, Risk and Compliance (GRC) markets.

1. Statement of accounting policies

The significant accounting policies applied in preparing the financial statements are outlined below. These policies

have been consistently applied for all the years presented, unless otherwise stated.

a) Basis of preparation

The consolidated and Company financial statements have been prepared in accordance with UK adopted

international accounting standards (UK adopted IAS) and IFRS as issued by the IASB in conformity with the

requirements of the Companies Act 2006.

The consolidated financial statements have been prepared under the historical cost convention, except in respect

of certain financial instruments that have been measured at fair value. The consolidated financial statements are

presented in Sterling, the functional currency of Wilmington plc, the parent company. All values are rounded to the

nearest thousand pounds (£’000) except where otherwise indicated.

Pursuant to Section 408 of the Companies Act 2006 the Company’s own income statement and statement of

other comprehensive income are not presented separately in the Company financial statements, but they have

been approved by the Board.

Going concern

The Directors have performed a detailed viability assessment to consider the future prospects of the Group,

taking into account a range of severe but plausible scenarios that could cause disruption and impact viability. As

disclosed in the Strategic report, this assessment concludes that the Group has adequate resources to continue

in operational existence and meet its liabilities as they fall due over the viability assessment period.

The Group has also performed a detailed analysis to support the use of the going concern basis in preparing its

consolidated financial statements for the year ended 30 June 2022, covering an assessment period ended 30

September 2023.

Going concern assessment process

Management prepared forecasts for the assessment period to provide a ‘base case’ scenario, considered to

reflect the most likely outcome based on detailed analysis of current trading, expected future trends, and potential

impact of known risks. The results of this base case scenario modelling demonstrate adequate resources to

continue in operational existence and meet liabilities as they fall due at all relevant testing dates. The subsequent

analysis focussed on applying ‘reverse stress testing’ to the base case to demonstrate the conditions under which

a threat to business continuity could materialise.

All scenarios modelled in the stress testing exercise demonstrated that the Group remains in a net cash position

throughout the going concern forecast period, and it is therefore not considered plausible for the Group to be in a

scenario where it was unable to meet its liquidity needs. The review therefore focussed on other potential

scenarios that would create a going concern risk, being scenarios in which banking covenants were breached.

The reverse stress testing exercise demonstrated that there would need to be a significant and sustained drop in

the Group’s profitability in combination with an associated demand for cash requiring the use of the revolving

credit facility, to trigger a covenant breach. To determine the likelihood of this scenario occurring, extreme

downside assumptions were applied to the base case as follows:

• cancellation of flagship events;

• significant customer disruption causing material revenue loss; and

• significant inflationary pressures and supply disruption with associated material cost impact.

The application of these downside assumptions did not trigger a net debt scenario or the associated cash

requirement need to make use of the revolving credit facility at any relevant testing date. The Board therefore does

not consider it plausible for a covenant breach to occur within the assessment period. To gain further assurance

over this conclusion, it has however considered a range of mitigative actions that could be applied to protect the

Group’s position as follows:

• reduce controllable costs for example, discretionary reward, recruitment freezes and travel restrictions;

• optimise working capital by negotiating longer payment terms whilst continuing to pay suppliers in full;

• limit capital expenditure on new product development; and

• implement strategic action in respect of the Group’s asset base

Based on the assessment performed, together with the performance of the Group to date in the financial year ended

30 June 2022, the Directors consider that the Group has adequate resources to continue in operational existence

and meet its liabilities as they fall due over the going concern assessment period. Accordingly the Directors have

concluded that it was appropriate to adopt the going concern basis in preparing the financial statements.

b) New standards and interpretations

There was no material impact from the adoption of any new standards or interpretations in the year ended 30

June 2021, including:

International Financial Reporting Standards (IFRS/IAS) Description

Effective for accounting

periods starting after

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4

andIFRS 16

Interest Rate Benchmark Reform –

Phase 2 1 January 2021

Amendment to IFRS 16

COVID-19-Related Rent Concessions

beyond 30 June 2021 1 April 2021

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

1. Statement of accounting policies continued

b) New standards and interpretations continued

New standards and interpretations not yet effective

Amended standards and interpretations not yet effective are not expected to have a material impact on the

Group’s consolidated financial statements for the year ended 30 June 2023.

c) Critical accounting judgments, estimates and assumptions

The preparation of financial statements requires management to make judgments, estimates and assumptions

that affect the amounts reported for income and expenses during the year and that affect the amounts reported

for assets and liabilities at the reporting date. At the 2022 annual reporting date there are no significant judgments,

however the estimates and assumptions are outlined below.

Goodwill and intangible assets

Management makes estimates and assumptions in measuring the carrying amount of goodwill and intangible

assets. In considering whether goodwill and intangible assets have been impaired, the recoverable amount of

cash generating units has been determined based on value in use calculations. These calculations require

management to estimate future cash flows, a long term growth rate and an appropriate discount rate. The

sensitivity of the carrying amount of goodwill to these variables is considered in note 12.

Provisions

Management makes estimates and assumptions in measuring the carrying value of provisions. The measurement

of provisions is subject to estimates given the extended time-period and variables which are not all within the

Group’s control. For further details please refer to note 26.

d) Basis of consolidation

The Group’s consolidated financial statements incorporate the results and net assets of Wilmington plc and all its

subsidiary undertakings made up to 30 June each year. Subsidiaries are all entities over which the Group has

control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its

involvement with the entity and has the ability to affect those returns through its power over the entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group.

They are deconsolidated from the date that control ceases. Where necessary, adjustments are made to the

financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.

All inter-group transactions, balances, income and expenses are eliminated on consolidation; however, for the

purposes of segmental reporting, internal arm’s length recharges are included within the appropriate segments.

e) Business combinations

The acquisition method of accounting is applied in accounting for the acquisition of subsidiaries. The acquiree’s

identifiable assets and liabilities are recognised at their fair value at the acquisition date. Goodwill arising on acquisition

is recognised as an asset and measured at cost, representing the excess of the aggregate of the consideration, the

amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity

interest in the acquiree (if any) over the net of the fair values of the identifiable assets and liabilities at the date of

acquisition. The consideration is measured at fair value, which is the aggregate of the fair values of the assets

transferred, liabilities incurred or assumed and the equity instruments issued in exchange for control of the acquiree.

Acquisition related costs are expensed as incurred within adjusted items – investing activities.

Where a business combination agreement provides for an adjustment to the cost of a business acquired

contingent on future events, the Group accrues the fair value of the additional consideration payable as a liability

at acquisition date. This amount is reassessed at each subsequent reporting date with any adjustments

recognised in the income statement.

f) Impairment of non-financial assets

Intangible assets with finite useful lives and property, plant and equipment are tested for impairment if events or

changes in circumstances indicate that the carrying amount may not be recoverable. When an impairment test is

performed, the recoverable amount of the asset is assessed and its carrying amount is reduced to that amount if

lower, and any impairment losses are recognised in the income statement. The recoverable amount is the higher

of the value in use and of the fair value less costs to sell, where the value in use is the present value of the future

cash flows expected to be derived from the asset.

If, in a subsequent period, the amount of the impairment loss decreases due to a change in the estimates used to

determine the asset’s recoverable amount since the last impairment loss was recognised, the previously recognised

impairment loss is reversed to the extent that the carrying amount of the asset does not exceed the carrying amount

that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for

the asset in prior years. The reversal of an impairment loss is recognised in the income statement.

Goodwill is not amortised, but it is reviewed for impairment at least annually. Goodwill is allocated to cash

generating units (‘CGUs’) for the purpose of impairment testing, so that the value in use is determined by reference

to the discounted cash flows of the CGU. The cash flows considered are the expected pre-tax cash flows of the

CGU, for projections over a three year period extrapolated using estimated long term growth rates. The

recoverable amount of the CGU, as for any asset, is the higher of the value in use and the fair value less costs to

sell. If a CGU is impaired, the impairment losses are allocated firstly against goodwill, and then on a pro-rata basis

against intangible and other assets. An impairment of goodwill cannot be reversed.

g) Foreign currencies

Items included in the financial statements of each of the Group’s entities are measured using the currency of the

primary economic environment in which the entity operates (the ‘functional currency’). The consolidated financial

statements are presented in Sterling, which is the Company’s functional and the Group’s presentation currency.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at

the date of the transaction. Foreign exchange gains and losses resulting from the settlement of transactions and

the translation of monetary assets and liabilities denominated in foreign currencies at period end exchange rates

are recognised in the income statement.

On consolidation, assets and liabilities of foreign undertakings are translated into Sterling at year end exchange rates.

The results of foreign undertakings are translated into Sterling at average rates of exchange for the year (unless this

average is not a reasonable approximation of the cumulative effects of the rates prevailing on the transaction dates, in

which case income and expenses are translated at the dates of the transactions). Foreign exchange differences

arising on retranslation are recognised directly in a separate component of equity, the translation reserve.

In the event of the disposal of an undertaking with assets and liabilities denominated in a foreign currency, the

cumulative translation difference in the translation reserve that is associated with the undertaking is charged or

credited to the gain or loss on disposal recognised in the income statement.

Further information is provided in the financial instruments accounting policy in relation to loans and borrowings in

foreign currencies that are designated as a hedge of a net investment in a foreign operation.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

1. Statement of accounting policies continued

h) Revenue

Revenue is measured at the fair value of consideration received or receivable and represents amounts

receivablefor goods and services provided in the normal course of business, net of discounts, VAT and

othersales related taxes.

The Group’s revenue comprises different types of product and services across the two divisions as follows:

• Subscription income for online services, information and journals is normally received in advance and is

therefore recorded as deferred revenue on the balance sheet. Revenue is then recognised evenly over time as

the performance obligations are satisfied over the term of the subscription. These revenue streams relate to

one performance obligation that is settled over time using the outputs method on a straight line basis as the

customer simultaneously receives and consumes the benefit from the service.

• Revenue is recognised on the sale of training material, research projects and similar publications once the

product has been delivered to the customer. These revenue streams relate to one performance obligation

thatis settled at a point in time as Wilmington has a right to payment once control of the asset is transferred

tothe customer.

• Advertising in hard copy publications is recognised on the issue of the related publication. This revenue stream

relates to one performance obligation that is settled at a point in time as Wilmington has a right to payment

once the advertising is published in the hard copy publication.

• Marketing and advertising services revenues are recognised over the period of the advertising subscription or

over the period when the marketing service is provided. When payment is received in advance it is recorded on

the balance sheet as deferred revenue and revenue is then recognised over time as the performance

obligations are satisfied over the term of the contract. These revenue streams relate to one performance

obligation that is settled over time using the outputs method on a straight line basis as the customer

simultaneously receives and consumes the benefit from the service.

• Revenue from the licence of static data reports is recognised once the data has been delivered to the

customer. This revenue stream relates to one performance obligation that is settled at a point in time as

Wilmington has a right to payment once control of the asset is transferred to the customer.

• Revenue from the licence of static data reports where the customer has access to the data for a finite period of

time and the reports have significant updates during that period is recognised over the period of the contract.

When payment is received in advance it is recorded on the balance sheet as deferred revenue and revenue is

then recognised over time as the performance obligations are satisfied over the term of the contract. This

revenue stream relates to one performance obligation that is settled over time using the outputs method on a

straight line basis as the customer simultaneously receives and consumes the benefit from the service.

• Revenue from licences to dynamic data that is updated on an ongoing basis is recognised over the period of

the contract. When payment is received in advance it is recorded on the balance sheet as deferred revenue

and revenue is then recognised over time as the performance obligations are satisfied over the term of the

contract. This revenue stream relates to one performance obligation that is settled over time using the outputs

method on a straight line basis as the customer simultaneously receives and consumes the benefit from

theservice.

• Revenue from training courses where the training is delivered as an ongoing process, is recognised on a

straight line basis over the period that the training is provided to the customer. When payment is received in

advance it is recorded on the balance sheet as deferred revenue and revenue is then recognised over time as

the performance obligations are satisfied over the term of the contract. This revenue stream relates to one

performance obligation that is settled over time using the outputs method on a straight line basis as the

customer simultaneously receives and consumes the benefit from the service.

• Revenue from training courses where the Group provides in-house training to corporate customers is

recognised on completion of the training course. This revenue stream relates to one performance obligation

that is settled at a point in time as Wilmington has a right to payment once the service has been delivered to

thecustomer.

• Revenue from the memberships of professional organisations is recognised on a straight line basis over the

period of membership. When payment is received in advance it is recorded on the balance sheet as deferred

revenue and revenue is then recognised over time as the performance obligations are satisfied over the term

of the contract. This revenue stream relates to one performance obligation that is settled over time using the

outputs method on a straight line basis as the customer simultaneously receives and consumes the benefit

from the service.

• Event revenue (including revenue from conferences), typically includes attendee fees, event sponsorship and

advertising which is recognised when the event is held. Customers and sponsors are often required to pay in

advance before commencement of the event, and these advance receipts are recognised as deferred revenue

on the balance sheet from the point at which they become due. This revenue stream relates to one

performance obligation that is settled at a point in time as Wilmington has a right to payment once the service

has been delivered to the customer.

i) Operating expenses

In accordance with IAS 1 paragraph 102, expenses are presented in the accounts based on their nature. Operating

expenses comprise of cost of sales and administrative costs. Distribution costs are not separately identified due

to the digital nature of our products as they are considered immaterial. Costs of sales are all direct costs, including

third-party costs and staff costs, associated directly with the production of a product, event or service and are

charged to the income statement as incurred. At each reporting date a prepayment is recognised for any

third-party costs which are paid for, in advance of the relevant event being run except in relation to marketing

costs. Administrative costs are additional operational costs that are not directly associated with the production of

a product, event or service. This includes expenses relating central administrative and management functions and

are expensed to the income statement as incurred.

j) Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Company’s

Board of Directors (the ‘Board’) which is considered as the Group’s chief operating decision maker and is

responsible for allocating resources and assessing performance of the operating segments. The Board considers

the business from both a geographic and product perspective. Geographically, management considers the

performance of the Group between the UK, Europe (excluding the UK), North America and the Rest of the World.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

1. Statement of accounting policies continued

k) Adjusting items

The Group’s income statement separately identifies adjusting items. Such items are those that in the Directors’

judgment are one-off in nature and need to be disclosed separately by virtue of their size and incidence. In

determining whether an item or transaction should be classified as an adjusting item, the Directors consider

quantitative as well as qualitative factors such as the frequency, predictability of occurrence and significance.

This focus on quantitative and qualitative factors may result in the classification of an item as adjusting, where one

of apparently similar nature is not. The Group distinguishes between restructuring costs that are recurring and

those that relate to one-off or transformational Group programmes that impact many operations. Recurring

restructuring costs that are incurred in the normal course of business are recorded as part of the Group’s

underlying trading results within profit before tax. Restructuring costs that are one-off and individually material or

relate to programmes linked to the Group’s wider transformation and require approval at executive level are

disclosed separately in the Consolidated income statement. When these adjusting items relate to a

transformational programme to the business, the cost may apply to multiple years.

This is consistent with the way that financial performance is measured by management and reported to the

Board. Adjusting items may not be comparable to similarly titled measures used by other companies. Disclosing

adjusted items separately provides additional understanding of the performance of the Group.

l) Current and deferred tax

Current and deferred tax is recognised as income or an expense and included in the income statement for the

period, except to the extent that it relates to items recognised directly in other comprehensive income or directly

in equity, in which case it is recognised in other comprehensive income or equity, respectively.

The tax effect of adjusting items is calculated by applying the relevant prevailing rate of taxation to the adjusting

expense or income to the extent it is taxable or tax deductible.

The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance

sheet date in the countries where the Company’s subsidiaries operate and generate taxable income.

Management periodically evaluate positions taken in tax returns with respect to situations in which applicable tax

regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts

expected to be paid to the tax authorities.

Deferred tax is recognised, using the liability method, on temporary differences arising between the tax bases of

assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred

tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a

business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss.

Deferred tax is determined using tax rates (and law) that have been enacted or substantially enacted by the

balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax

liability is settled.

Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available

against which the temporary differences can be utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets

against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the

same taxation authority on either the same taxable entity or different taxable entities where there is an intention to

settle the balances on a net basis.

m) Dividends

Dividend distributions are recognised in the consolidated financial statements when the shareholders’ right to

receive payment is established. Final dividend distributions are recognised in the period in which they are

approved by the shareholders, whilst interim dividend distributions are recognised in the period in which they are

declared and paid.

n) Intangible assets

Intangible assets are stated at historical cost less accumulated amortisation.

Intangible assets are recorded at cost and are amortised through the income statement on a straight line basis

over their estimated useful lives. Their estimated useful lives depend on the classification of the assets as follows:

Computer software 20–33% per annum

Databases 8–20% per annum

Customer relationships 8–33% per annum

Brands 5–20% per annum

Publishing rights and titles 5–10% per annum

Computer software that is integral to a related item of hardware is classified as computer equipment within

property, plant and equipment. Other computer software and internally developed software and databases are

classified as intangible assets if they meet the definition and recognition criteria set out in IAS 38. Costs

associated with the production of internally developed software are capitalised once it is probable that they will

generate future economic benefits and satisfy the other criteria set out in IAS 38. Computer software intangible

assets (including the cost of internally developed software and databases) are initially recognised at cost. They

are subsequently amortised through the income statement on a straight line basis over their estimated useful lives

up to five years. Assets that are not in use at the reporting date (assets under construction) are recognised at cost

and amortisation commences when those assets begin to generate economic benefit.

o) Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation. Cost includes the original

purchase price of the asset plus any costs of bringing the asset to its working condition for its intended use.

Depreciation is not provided on freehold land. On other assets it is provided at the following annual rates, on a

straight line basis, in order to write down each asset to its residual value over its estimated useful life. The assets’

residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

Land, freehold and leasehold buildings (excluding freehold land) 2–10% per annum

Fixtures and fittings 10–33% per annum

Computer equipment 25–33% per annum

Motor vehicles 25% per annum

Leasehold improvements are included in land, freehold and leasehold buildings.

Gains and losses arising on disposal are determined by comparing the proceeds with the carrying amount and

are recognised within the income statement. When the gain or loss arising on disposal is significant or material, it

is disclosed separately on the income statement within other income or expenses.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

1. Statement of accounting policies continued

p) Investments in subsidiaries

Investments in subsidiaries are stated at cost less provision for any impairment in value.

q) Financial instruments

Financial assets

The Group classifies its non-derivative financial assets as ‘amortised cost’ for the purposes of IFRS 9.

Management determines the classification at initial recognition and re-evaluates this designation at each

reporting date.

Loans and other receivables

Loans and other receivables are measured based on the Group’s business model for managing the financial asset

and its contractual cash flow characteristics. Loans and other receivables are initially recognised at fair value plus

transaction costs. They are subsequently carried at amortised cost using the effective interest method less any

expected credit losses, with changes in carrying value recognised in the income statement.

Loans and other receivables are classified as current assets if they mature within twelve months of the reporting

date, but are otherwise classified as non-current assets.

Trade receivables

Trade receivables are initially recognised at the transaction price, which is usually the invoiced amount. They are

subsequently carried at amortised cost using the effective interest method (if the time value of money is

significant), less provisions made for doubtful receivables. Provisions are made specifically, where there is

evidence of a risk of non-payment taking into account ageing, previous losses experienced and general economic

conditions.

The Group assesses for impairment using the expected credit losses model as required by IFRS 9. For trade

receivables, the Group applies the simplified approach which requires expected lifetime losses to be recognised

from the initial recognition of the receivables.

The Group measures its trade receivables at amortised cost for the purposes of IFRS 9.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, current balances with banks and similar institutions, and other

short term highly liquid investments which are subject to insignificant risk of changes in value and have original

maturities of three months or less. Cash and cash equivalents are offset against bank overdrafts and the net

amount is reported in the balance sheet when there is a legally enforceable right to offset the recognised

amounts. Bank overdrafts are otherwise shown as borrowings within current liabilities on the balance sheet.

The Group measures cash and cash equivalents at amortised cost for the purposes of IFRS 9.

Impairment of financial assets

The Group assesses on a forward-looking basis the expected credit losses associated with its financial assets

carried at amortised cost and debt instruments at fair value through other comprehensive income. Expected

credit losses are updated at each reporting date to reflect changes in credit risk.

The expected credit loss is based on the Group’s historical credit loss experience, adjusted for factors that are

specific to the financial assets, general economic conditions and an assessment of the current and forecast

conditions at the reporting date.

Financial liabilities

Trade and other payables

Trade and other payables are initially recognised at fair value, which is usually the invoiced amount. They are

subsequently carried at amortised cost using the effective interest method (if the time value of money is significant).

If due within twelve months or less, the trade or other payable is classified as a current liability. It is otherwise

classified as a non-current liability.

The Group measures trade and other payables at amortised cost for the purposes of IFRS 9.

Loans and other borrowings

Loans and other borrowings are initially recognised at the fair value of the amounts received net of transaction

costs. They are subsequently carried at amortised cost using the effective interest method, with changes in

carrying value recognised in the income statement.

Further information is provided below in relation to loans and borrowings in foreign currencies that are designated

as a hedge of a net investment in a foreign operation.

Loans and other borrowings are classified as current liabilities if they mature within twelve months of the balance

sheet date, but are otherwise classified as non-current liabilities.

The Group measures loans and other borrowings at amortised cost for the purposes of IFRS 9.

Financial instruments and hedge accounting

The Group manages its capital and makes adjustments to it in light of changes in economic conditions and the

risk characteristics of the underlying assets. The Group makes use of derivative financial instruments if doing so

reduces exposure to interest rate risk and foreign currency risk.

To qualify for hedge accounting under IFRS 9, a financial instrument must be designated as a hedging instrument

at inception, hedge documentation must be prepared and the hedge must be expected to be effective using the

hedge ratio. The effectiveness of the hedge is then tested at each reporting date prospectively, and hedge

accounting is continued if the hedge remains effective. Hedge accounting is discontinued when the hedging

instrument expires, or is sold, terminated or no longer qualifies for hedge accounting, or if the Group chooses to

end the hedge relationship.

To the extent that the hedge is effective, changes in the fair value of derivatives designated as hedging

instruments in cash flow hedges and net investment hedges are recognised in other comprehensive income and

included within the hedge reserve in equity. Any ineffectiveness in the hedge relationship is recognised

immediately in the income statement.

At the time the hedged item affects profit or loss, any gain or loss previously recognised in equity is reclassified to

the income statement. If a forecast transaction is no longer expected to occur, any related gain or loss recognised

in other comprehensive income and equity is transferred immediately to the income statement. If the hedging

relationship ceases to meet the effectiveness conditions, hedge accounting is discontinued.

r) Provisions

Provisions are recognised in the balance sheet when the Group has a present legal or constructive obligation as a

result of a past event, and it is probable that an outflow of economic benefits will be required to settle it. If the effect is

material, provisions are determined by discounting the expected future cash flows at an appropriate discount rate.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

1. Statement of accounting policies continued

s) Retirement benefits

The Group does not operate a defined benefit pension scheme.

The Group contributes to defined contribution pension schemes for a number of employees. Contributions to

these arrangements are charged in the income statement in the period in which they are incurred. The Group has

no further payment obligation once the contributions have been paid.

t) Share based payments

The Group operates an equity-settled, share based compensation plan, under which the entity receives services

from employees as consideration for equity instruments (share awards and options) of the Group. The fair value of

the employee services received in exchange for the grant of share awards and options is recognised as an

expense. The total amount to be expensed is determined by reference to the fair value of the share awards and

options granted, excluding the impact of any non-market service and performance vesting conditions (for

example, profitability and remaining as an employee of the entity over a specified time period). Non-market

vesting conditions are included in assumptions about the number of share awards and options that are expected

to vest. The total amount expensed is recognised over the vesting period, which is the period over which all of the

specified existing conditions are to be satisfied. At each balance sheet date, the entity revises its estimates of the

number of share awards and options that are expected to vest based on the non-market vesting conditions. It

recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding

adjustment to the share based payments reserve within equity.

The payment in lieu of dividend payable in connection with the grant of the share awards is considered an integral

part of the grant itself, and the charge will be treated as an equity-settled transaction. The cumulative share based

payment charge held in reserves is recycled into retained earnings when the share awards or options lapse or are

exercised. The social security contributions payable in connection with the grant of the share awards will be

treated as a cash-settled transaction.

u) Leases

The Group recognises a right-of-use asset and corresponding liability at the date the leased asset is made

available for use by the Group.

The liability is measured at the present value of future lease payments over the lease term including fixed

payments, in-substance fixed payments, and variable lease payments that are based on an index or a rate, less

any lease incentives receivable. The liability includes any payments to be made under extension options which are

reasonably certain to be exercised. The lease payments are discounted using the interest rate implicit in the lease,

where this rate cannot be determined an incremental borrowing rate is used. The incremental borrowing rate is

determined with reference to the rate that the lessee would pay to borrow the funds necessary to obtain an asset

of similar value, in a similar economic environment, with similar terms and conditions, adjusted for the country-

specific risk of the lessee. The Group records an interest charge in respect of the lease liability over the lease term.

The right-of-use asset is measured at cost, based on the value of the initial measurement of the associated lease

liability, adjusted for any lease payments already made less any lease incentives received, initial direct costs

incurred, and any dilapidation or restoration costs required by the terms and conditions of the lease. The

right-of-use asset is depreciated over the term of the lease on a straight line basis, or if shorter, over the leased

asset’s useful economic life.

When an adjustment to lease payments based on an index or rate takes effect, the liability is re-measured with a

corresponding adjustment to the associated right-of-use asset.

The Group recognises an expense in the consolidated income statement in respect of short term leases (being

those with an initial term of twelve months or less) and leases of low-value items on a straight line basis over the

life of the lease.

v) Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or

options are shown in equity as a deduction, net of tax, from the proceeds. The share premium reserve represents

the amount paid to the Company by shareholders above the nominal value of shares issued.

Where any Group company purchases the Company’s equity share capital (‘Treasury shares’), the consideration

paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity

attributable to the Company’s equity holders until the shares are cancelled or reissued.

2. Measures of profit

Reconciliation to profit on continuing activities before tax

To provide shareholders with additional understanding of the trading performance of the Group, adjusted EBITA

has been calculated as profit before tax after adding back:

• impairment of goodwill, intangible assets and property, plant and equipment;

• amortisation of intangible assets excluding computer software;

• adjusting items (included in operating expenses);

• other income – gain on disposal of subsidiaries;

• other income – gain on disposal of business operations;

• other income – gain on disposal of property, plant and equipment;

• other income – net gain on financing activities; and

• net finance costs.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

2. Measures of profit continued

Reconciliation to profit on continuing activities before tax continued

Adjusted profit before tax, adjusted EBITA and adjusted EBITDA reconcile to profit on continuing activities before

tax as follows:

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Profit/(loss) before tax 36,120 (2,025)

Impairment of goodwill, intangible assets and property, plant and equipment 597 14,834

Amortisation of intangible assets excluding computer software 2,368 3,400

Adjusting items (included in operating expenses) 66 2,970

Other income – gain on disposal of subsidiaries (16,329) (770)

Other income – gain on disposal of business operations — (3,394)

Other income – gain on disposal of property, plant and equipment (1,289) —

Other income – net gain on financing activities (840) —

Adjusted profit before tax 20,693 15,015

Net finance costs 928 1,634

Adjusted operating profit (‘adjusted EBITA’) 21,621 16,649

Depreciation of property, plant and equipment included in operating expenses 2,412 3,399

Amortisation of intangible assets – computer software 3,721 2,416

Adjusted EBITA before depreciation (‘adjusted EBITDA’) 27,754 22,464

3. Segmental information

In accordance with IFRS 8 the Group’s operating segments are based on the operating results reviewed by the

Board, which represents the chief operating decision maker.

The Group’s dynamic portfolio provides customers with a range of information, data, training and education

solutions. During the year the Information & Data division was renamed to Intelligence. The two divisions (Training &

Education and Intelligence) are the Group’s segments and generate all of the Group’s revenue. The Board considers

the business from both a geographic and product perspective. Geographically, management considers the

performance of the Group between the UK, Europe (excluding the UK), North America and the Rest of the World.

a) Business segments

Revenue

Year ended

30 June 2022

£’000

Profit

Year ended

30 June 2022

£’000

Revenue

Year ended

30 June 2021

£’000

Profit

Year ended

30 June 2021

£’000

Training & Education 61,464 15,998 56,211 12,197

Intelligence 59,564 11,359 56,816 9,320

Group total 121,028 27,357 113,027 21,517

Unallocated central overheads — (4,506) — (4,302)

Share based payments — (1,230) — (566)

121,028 21,621 113,027 16,649

Impairment of goodwill, intangible assets and

property, plant and equipment (597) (14,834)

Amortisation of intangible assets excluding

computer software (2,368) (3,400)

Adjusting items (included in operating expenses) (66) (2,970)

Other income – gain on disposal of subsidiaries

16,329

770

Other income – gain on disposal of business

operations

—

3,394

Other income – gain on disposal of property, plant

and equipment 1,289 —

Other income – net gain on financing activities 840 —

Net finance costs (928) (1,634)

Profit/(loss) before tax 36,120 (2,025)

Taxation (3,295) (2,522)

Profit/(loss) for the financial year 32,825 (4,547)

There are no intra-segmental revenues which are material for disclosure. Unallocated central overheads

represent central costs that are not specifically allocated to segments. Total assets and liabilities for each

reportable segment are not presented; as such, information is not provided to the Board.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

3. Segmental information continued

b) Segmental information by geography

The UK is the Group’s country of domicile and the Group generates the majority of its revenue from external

customers in the UK. The geographical analysis of revenue is on the basis of the country of origin in which the

customer is invoiced:

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

UK 64,320 61,999

Europe (excluding the UK) 25,809 23,304

North America 21,727 15,042

Rest of the World 9,172 12,682

Total revenue 121,028 113,027

c) Timing of revenue recognition

The timing of the Group’s revenue recognition is as follows:

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Revenue from products and services transferred at a point in time 39,725 41,583

Revenue from products and services transferred over time 81,303 71,444

Total revenue 121,028 113,027

During the year the Group recognised £30,124,000 of revenue that was held in deferred income at 30 June 2021

(2021: £31,465,000 related to amounts held at 30 June 2020).

4. Profit/(loss) from continuing operations

a) Profit/(loss) for the year from continuing operations is stated after charging/(crediting):

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Depreciation of property, plant and equipment – included in operating expenses 2,412 3,399

Short term and low-value leases 114 486

Amortisation of intangible assets – computer software 3,721 2,416

Non-adjusting (profit)/loss on disposal of property, plant and equipment (71) 2

Share based payments (including social security costs) 1,230 566

Amortisation of intangible assets excluding computer software 2,368 3,400

Adjusting items (included in operating expenses) 66 2,970

Adjusting item - gain on disposal of subsidiaries (16,329) (770)

Adjusting item - gain on disposal of business operations — (3,394)

Adjusting item - gain on sale of property, plant and equipment (1,289) —

Adjusting item - net gain on financing activities (840) —

Research and development expenditure credit (183) (290)

Impairment of goodwill, intangible assets and property, plant and equipment 597 14,834

Foreign exchange loss/(gain) 446 (24)

Fees payable to the auditors for the audit of the Company and consolidated

financial statements 107 95

Fees payable to the auditors and their associates for other services:

– The audit of the Company’s subsidiaries pursuant to legislation 193 182

– Audit related other services 15 15

The gain on sale of property, plant and equipment included in adjusting items relate to the gain on disposal of two

buildings and their associated assets on 31 August 2021.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

4. Profit/(loss) from continuing operations continued

b) Adjusting items

The following items have been charged to the income statement during the year but are considered to be

adjusting so are shown separately:

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Costs relating to strategic activities 66 1,128

Costs relating to the consolidation of office space — 1,842

Other adjusting items (included in operating expenses) 66 2,970

Impairment of goodwill, intangible assets and property, plant and equipment 597 14,834

Amortisation of intangible assets excluding computer software 2,368 3,400

Total adjusting items (classified in profit before tax) 3,031 21,204

The impairment of goodwill, intangible assets and property, plant and equipment relates to:

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Goodwill — 9,873

Intangible assets — 1,516

Property, plant and equipment 597 3,445

Total adjusting items (classified in profit before tax) 597 14,834

The impairment during the year relates to the impairment of assets associated with an office property, recognised

as a result of an exercise performed to consolidate the Group’s office space.

5. Operating expenses

Year ended 30 June 2022 Year ended 30 June 2021

Cost of sales

£’000

Administration

£’000

Tot al

£’000

Cost of sales

£’000

Administration

£’000

Tota l

£’000

Operating expenses before

depreciation and amortisation 88,746 4,528 93,274 86,167 4,396 90,563

Depreciation of property, plant

and equipment 2,412 — 2,412 3,399 — 3,399

Amortisation of intangible

assets – computer software 3,721 — 3,721 2,416 — 2,416

Operating expenses before

amortisation of intangibles

excluding computer

software, impairment and

adjusting items 94,879 4,528 99,407 91,982 4,396 96,378

Amortisation of intangible

assets – databases 187 — 187 826 — 826

Amortisation of intangible

assets – customer relationships 1,016 — 1,016 1,052 — 1,052

Amortisation of intangible

assets – brands 660 — 660 1,016 — 1,016

Amortisation of intangible

assets – publishing rights and

titles 505 — 505 506 — 506

Impairment of goodwill,

intangible assets and property,

plant and equipment (note 4b) — 597 597 — 14,834 14,834

Other adjusting items (note 4b) — 66 66 — 2,970 2,970

Operating expenses 97,247 5,191 102,438 95,382 22,200 117,582

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

6. Net finance costs

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Net finance costs comprise:

Interest payable on bank loans and overdrafts 748 1,437

Unwinding of the discount on royalty payments receivable (113) (139)

Notional interest on lease liabilities 293 336

928 1,634

7. Taxation

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Current tax

UK corporation tax at current rates on UK profits for the year 2,817 2,327

Adjustments in respect of previous years (870) 30

1,947 2,357

Foreign tax 969 993

Adjustments in respect of previous years — (21)

Total current tax 2,916 3,329

Total deferred tax 379 (807)

Taxation 3,295 2,522

Factors affecting the tax charge for the year:

The effective tax rate is lower (2021: higher) than the average rate of corporation tax in the UK of 19.0% (2021:

19.0%). The differences are explained below:

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Profit/(loss) before tax 36,120 (2,025)

Profit/(loss) before tax multiplied by the average rate of corporation tax in the

year of 19.0% (2021: 19.0%) 6,863 (385)

Tax effects of:

Impairment of goodwill, intangible assets and property, plant and equipment 113 2,818

Foreign tax rate differences 201 177

Adjustment in respect of previous years (870) 9

Other items not subject to tax (3,012) (230)

Effect on deferred tax of change of corporation tax rate — 133

Taxation 3,295 2,522

Deferred tax assets and liabilities are measured at the rates that are expected to apply in the periods of the reversal.

The Company’s profits for this accounting year are taxed at an effective rate of 9.1% (2021: -125.0%).

Included in other comprehensive income are a tax charge of £nil (2021: £22,000) and a tax credit of £45,000 (2021:

charge of £179,000) relating to the interest rate swaps and net investment hedges respectively.

The tax effect of adjusting items as disclosed in note 9 is a credit of £1,050,000 (2021: £558,000).

8. Dividends

Amounts recognised as distributions to owners of the parent in the year:

Year ended

30 June

2022

Pence

per share

Year ended

30 June

2021

Pence

per share

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Final dividends recognised as distributions in the year 3.9 — 3,399 —

Interim dividends recognised as distributions in the year 2.4 2.1 2,093 1,829

Total dividends paid 5,492 1,829

Final dividend proposed [•]p 3.9 [•] 3,415

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

9. Earnings/(loss) per share

Adjusted earnings per share has been calculated using adjusted earnings calculated as profit after taxation

attributable to owners of the parent but before:

• impairment of goodwill, intangible assets and property, plant and equipment;

• amortisation of intangible assets excluding computer software;

• adjusting items (included in operating expenses);

• other income – gain on disposal of subsidiaries;

• other income – gain on disposal of business operations;

• other income – gain on disposal of property, plant and equipment; and

• other income – net gain on financing activities.

The calculation of the basic and diluted earnings per share is based on the following data:

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Earnings/(loss) from continuing operations for the purpose of basic earnings per share 32,825 (4,547)

Add/(remove):

Impairment of goodwill, intangible assets and property, plant and equipment 597 14,834

Amortisation of intangible assets excluding computer software 2,368 3,400

Adjusting items (included in operating expenses) 66 2,970

Other income – gain on disposal of subsidiaries (16,329) (770)

Other income – gain on disposal of business operations — (3,394)

Other income – gain on disposal of property, plant and equipment (1,289) —

Other income – net gain on financing activities (840) —

Tax effect of adjustments above (1,050) (558)

Adjusted earnings for the purposes of adjusted earnings per share 16,348 11,935

Number Number

Weighted average number of ordinary shares for the purposes of basic and

adjusted earnings per share 87,632,022 87,603,917

Effect of dilutive potential ordinary shares:

Future exercise of share awards and options 1,126,918 410,301

Weighted average number of ordinary shares for the purposes of diluted and

adjusted diluted earnings per share 88,758,940 88,014,218

Basic earnings/(loss) per share 37.46p (5.18p)

Diluted earnings/(loss) per share 36.98p (5.18p)

Adjusted basic earnings per share (‘adjusted earnings per share’) 18.66p 13.62p

Adjusted diluted earnings per share 18.42p 13.56p

For the year ended 30 June 2021, potentially dilutive share options were only considered in relation to adjusted

earnings per share as the Group made a basic loss per share.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

10. Results of Wilmington plc

Wilmington plc, the parent company, recorded a profit of £14,959,000 (2021: £37,865,000) during the year.

11. Disposals

In the year ended 30 June 2022 the Group disposed of the following subsidiary companies:

Country Date of disposal Share/asset deal

Adkins & Matchett (UK) Limited UK December 2021 Share deal

Adkins, Matchett & Toy Limited USA December 2021 Share deal

Adkins, Matchett & Toy (Hong Kong) Limited Hong Kong December 2021 Share deal

La Touche Bond Solon Training Limited Ireland April 2022 Share deal

The disposals were executed in line with the Group’s strategy to simplify its structure and to focus attention on

businesses that operate in the GRC and Regulatory Compliance markets. The subsidiary businesses were

classified as continuing operations until their respective disposal dates. In total the Group recognised a gain on

disposal of £16,329,000 presented within adjusting items.

a) Disposal of subsidiary companies - Adkins & Matchett (UK) Limited, Adkins, Matchett & Toy

Limited and Adkins, Matchett & Toy (Hong Kong) Limited. Together referred to as ‘AMT’

On 24 December 2021 Wilmington plc disposed of AMT for a net cash consideration of £22,631,000 and

recognised a gain on disposal of £16,224,000. The disposal was executed by way of the sale of 100% of the equity

shares and as at the disposal date, the net assets of AMT were as follows:

£’000

Goodwill 6,203

Property, plant and equipment 41

Trade and other receivables 898

Cash and cash equivalents 475

Trade and other payables (1,112)

Net assets disposed 6,505

Directly attributable costs of disposal 342

Recycling of deferred foreign exchange losses 35

Gain on disposal 16,224

Fair value of consideration 23,106

Satisfied by:

Cash and cash equivalents 23,106

23,106

b) Disposal of subsidiary company - La Touche Bond Solon Training Limited

On 22 April 2022 Wilmington plc disposed of La Touche Bond Solon Training Limited for a net cash consideration

of £161,000 and recognised a gain on disposal of £105,000. The disposal was executed by way of the sale of

100% of the equity shares. As at the disposal date, the net assets of La Touche Bond Solon Training Limited were

as follows:

£’000

Goodwill 34

Property, plant and equipment 9

Trade and other receivables 106

Cash and cash equivalents 78

Trade and other payables (138)

Net assets disposed 89

Directly attributable costs of disposal 22

Recycling of deferred foreign exchange losses 23

Gain on disposal 105

Fair value of consideration 239

Satisfied by:

Cash and cash equivalents (net of working capital adjustment) 239

239

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

12. Goodwill

£’000

Cost

At 1 July 2020 110,597

Disposals (1,192)

Exchange translation differences (1,309)

At 30 June 2021 108,096

Disposals (8,935)

Exchange translation differences 1,532

At 30 June 2022 100,693

Accumulated impairment

At 1 July 2020 32,721

Disposals (331)

Impairment 9,873

At 30 June 2021 42,263

Disposals (2,698)

At 30 June 2022 39,565

Net book amount

At 30 June 2022 61,128

At 30 June 2021 65,833

At 30 June 2020 77,876

Goodwill arising on business combinations is not amortised but reviewed for impairment on an annual basis, or

more frequently if there are indications that goodwill may be impaired. Determining whether the carrying value of

acquired goodwill is recoverable is a significant judgment given the material nature of the goodwill balance and

the significant assumptions underpinning management’s impairment assessment of the Group’s cash generating

units (‘CGUs’). The Group identifies its CGUs on a business operation and geographic level. This is consistent with

the way the chief operating decision maker reviews performance.

Disposal

During the year AMT and La Touche Bond Solon Training Limited was disposed of, which resulted in the disposal

of the carrying value of goodwill associated with both entities. At the date of disposal the carrying value of this

goodwill was £6,237,000.

Annual impairment review

The recoverable amount for each CGU has been determined using value in use calculations. These calculations

use the pre-tax future cash flow forecasts covering a three year period based on Board approved budgets.

Pre-tax cash flows beyond the three year period are then extrapolated using an estimated long term growth rate

of 2.0% (2021: 2.0%), providing a ‘base case’ scenario for the purpose of the impairment review. Key assumptions

for the value in use calculations are those regarding discount rates, three year cash flow forecasts and long term

growth rates.

Discount rates

Management has applied pre-tax discount rates as follows:

Territory

Year ended

30 June 2022

(%)

Year ended

30 June 2021

(%)

United Kingdom 15.2 11.8

United States 15.7 12.9

Spain 15.4 12.4

France 15.8 12.6

Pre-tax discounts rates are calculated on a company specific participant basis, movements in the pre-tax discount

rates for CGUs since the prior year are driven by changes in Company specific market-based inputs. Management

considers the pre-tax discount rates to be calculated using appropriate methodology. The rates are in in line with its

peers, and the Board views the rates as accurately reflecting the return expected by a market participant.

Sensitivity to changes in assumptions

The Group has performed sensitivity testing to assess the impact of changes in assumptions on the value in use of

each CGUs. The sensitivity analysis performed assessed the impact of pessimistic but reasonably possible changes

to future cash flows, long term growth rates and pre-tax discount rates. All CGUs retained significant headroom in

these sensitised calculations, leading to the conclusion that there is no realistic change of assumption that would

result in carrying value to exceed its recoverable amount.

Cash generating units

The following table details the net book value of each CGU:

CGU

30 June

2022

£’000

30 June

2021

£’000

UK Healthcare 11,885 11,877

Axco and Pendragon 11,150 11,150

Accountancy 8,307 8,307

Legal 6,796 6,830

AMT — 6,203

Compliance 7,972 7,972

Compliance Week 4,941 4,342

FRA 7,686 6,773

Business Intelligence 2,391 2,379

61,128 65,833

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

13. Intangible assets

Group

Computer

software

£’000

Databases

£’000

Customer

relationships

£’000

Brands

£’000

Publishing

rights and titles

£’000

Tota l

£’000

Cost

At 1 July 2020 15,438 16,795 25,104 13,857 30,493 101,687

Additions 1,969 — — — — 1,969

Disposals (2,130) — — — — (2,130)

Write-off of fully amortised intangible assets — (2,940) (15,549) (3,672) (20,808) (42,969)

Exchange translation differences (139) (90) (399) (237) — (865)

At 30 June 2021 15,138 13,765 9,156 9,948 9,685 57,692

Additions 1,292 — — — — 1,292

Assets transferred to held for sale (note 20) (245) — — — — (245)

Write-off of fully amortised intangible assets (9,986) — — — — (9,986)

Disposals (51) — — — — (51)

Exchange translation differences 103 105 466 275 — 949

At 30 June 2022 6,251 13,870 9,622 10,223 9,685 49,651

Accumulated amortisation

At 1 July 2020 10,003 15,496 20,102 8,111 28,263 81,975

Charge for the year 2,416 826 1,052 1,016 506 5,816

Impairment — — — 1,516 — 1,516

Disposals (2,010) — — — — (2,010)

Write-off of fully amortised intangible assets — (2,940) (15,549) (3,672) (20,808) (42,969)

Exchange translation differences (80) (70) (276) (210) — (636)

At 30 June 2021 10,329 13,312 5,329 6,761 7,961 43,692

Charge for the year 3,721 187 1,016 660 505 6,089

Assets transferred to held for sale (note 20) (210) — — — — (210)

Write-off of fully amortised intangible assets (9,986) — — — — (9,986)

Disposals (26) — — — — (26)

Exchange translation differences 48 82 334 201 — 665

At 30 June 2022 3,876 13,581 6,679 7,622 8,466 40,224

Net book amount

At 30 June 2022 2,375 289 2,943 2,601 1,219 9,427

At 30 June 2021 4,809 453 3,827 3,187 1,724 14,000

At 30 June 2020 5,435 1,299 5,002 5,746 2,230 19,712

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

14. Property, plant and equipment

Group

Land, freehold

and leasehold

buildings

£’000

Fixtures and

fittings

£’000

Computer

equipment

£’000

Motor

vehicles

£’000

Right-of-use assets

Land and buildings

£’000

Tota l

£’000

Cost

At 1 July 2020 5,260 3,705 4,017 377 13,854 27,213

Additions 468 253 326 — 449 1,496

Disposals — (774) (258) (60) (109) (1,201)

Lease modifications — — — — (725) (725)

Assets transferred to held for sale (2,243) (17) — — — (2,260)

Exchange translation differences (3) (45) (35) — (191) (274)

At 30 June 2021 3,482 3,122 4,050 317 13,278 24,249

Additions — 169 271 — 464 904

Disposals — (280) (127) (206) (64) (677)

Assets transferred to held for sale (note 20) (67) (101) (88) — (205) (461)

Assets transferred from held for sale 162 — — — — 162

Exchange translation differences — 22 47 — 50 119

At 30 June 2022 3,577 2,932 4,153 111 13,523 24,296

Accumulated depreciation

At 30 June 2020 1,566 3,054 3,414 191 2,094 10,319

Charge for the year 436 254 421 63 2,225 3,399

Disposals — (774) (159) (51) (41) (1,025)

Lease modifications — — — — (337) (337)

Impairment 523 103 33 — 2,786 3,445

Assets transferred to held for sale (660) (12) — — — (672)

Exchange translation differences (9) (84) (64) — — (157)

At 30 June 2021 1,856 2,541 3,645 203 6,727 14,972

Charge for the year 353 236 342 38 1,443 2,412

Disposals — (279) (123) (156) (60) (618)

Impairment 597 — — — — 597

Assets transferred to held for sale (note 20) (34) (64) (54) — (38) (190)

Assets transferred from held for sale 142 — — — — 142

Exchange translation differences — 16 37 — 52 105

At 30 June 2022 2,914 2,450 3,847 85 8,124 17,420

Net book amount

At 30 June 2022 663 482 306 26 5,399 6,876

At 30 June 2021 1,626 581 405 114 6,551 9,277

At 30 June 2020 3,694 651 603 186 11,760 16,894

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

14. Property, plant and equipment continued

Included in land, freehold and leasehold buildings is £nil (2021: £570,000) of non-depreciated land.

Depreciation of property, plant and equipment is charged to operating expenses within the income statement.

The impairment during the year relates to the impairment of assets associated with an office property, recognised

as a result of an exercise performed to consolidate the Group’s office space.

As at 30 June 2022, assets classified as transferred from held for sale relate to property, plant and equipment with

a carrying value £19,000 which were classified as held for sale in the prior year but were subsequently not sold.

Company

Right-of-use assets

Land and buildings

£’000

Cost

30 June 2020, 30 June 2021 and 30 June 2022 9,889

Accumulated depreciation

At 30 June 2020 1,055

Charge for the year 1,215

Impairment 2,786

At 30 June 2021 5,056

Charge for the year 725

At 30 June 2022 5,781

Net book amount

At 30 June 2022 4,108

At 30 June 2021 4,833

At 30 June 2020 8,834

15. Investments in subsidiaries

Company

Shares in

subsidiary

undertakings

£’000

Cost less provision at 1 July 2021 and 30 June 2022 49,420

The following table gives brief details of the entities controlled and included in the consolidated financial

statements of the Group at 30 June 2022. Except where indicated, all of the entities are incorporated in and

principally operated in the UK. Subsidiaries marked * are directly owned by Wilmington plc; all other subsidiaries

are indirectly owned. Subsidiaries marked ** are companies limited by guarantee, have no ordinary shares and are

controlled indirectly by Wilmington plc. Subsidiaries marked + have claimed audit exemptions for the year to 30

June 2022 under Section 479A of the Companies Act 2006. The subsidiary marked as ++ have claimed audit

exemptions for the year to 30 June 2022 under Section 360 of the Companies Act 2014. Subsidiaries marked

with # were liquidated on [•] September 2022.

Name of company

UK company

number

Registered

address Business

Percentage

owned

APM International SAS (incorporated

and operates in France)

n/a AVE News information services to the

healthcare industry

100

APM Media SARL (incorporated and

operates in France)

n/a AVE News information services to the

healthcare industry

100

Axco Insurance Information Services

Limited+

3073807 WCH Provision of international

compliance and regulatory

information for the global

insurance industry

100

Bond Solon Training Limited+ 2271977 WCH Witness training and conferences 100

CLT International Hong Kong Limited

(formerly International Compliance

Training Hong Kong Limited)

n/a PRU Certified professional training 100

CLT International Limited+ 6309789 WCH Certified professional training 100

ICA Commercial Services Limited+ 4363296 WCH Training courses in international

compliance and money

laundering

100

ICA Risk Management Limited (formerly

ICA Audit Limited)+

4519229 WCH Facilitation of ISO certification for

businesses

100

Interactive Medica AB (incorporated and

operates in Sweden)

n/a ALF Pan-European provider of cloud

based insight, CRM and KAM

offerings to the pharmaceutical

industry

100

Interactive Medica Limited+ 5947851 WCH Pan-European provider of cloud

based insight, CRM and KAM

offerings to the pharmaceutical

industry

100

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

Name of company

UK company

number

Registered

address Business

Percentage

owned

Interactive Medica SL (incorporated and

operates in Spain)

n/a CRE Pan-European provider of cloud

based insight, CRM and KAM

offerings to the pharmaceutical

industry

100

International Compliance Association

Limited**+

4429302 WCH Professional association; a not for

profit organisation

100

International Compliance Training

Academy PTE Limited (incorporated and

operates in Singapore)

n/a SHE Training courses in international

compliance and money

laundering

100

International Compliance Training

(Middle East) Ltd (incorporated and

operates in the UAE)

n/a GAT Training courses in international

compliance and money

laundering

100

International Compliance Training SDN.

BHD (incorporated and operates in

Malaysia)

n/a VER Training courses in international

compliance and money

laundering

100

Mercia Group Limited+ 1464141 WCH Training and support services to

the accountancy profession

100

Mercia Ireland Limited (incorporated and

operates in Ireland) [++]

n/a BAG Training and support services to

the accountancy profession

100

Mercia NI Limited+ NI038498 CLO Training and support services to

the accountancy profession

100

MiExact Limited (formerly Smee and

Ford Limited)+

1964639 WCH Provision of legacy information 100

SWAT UK Limited+ 3041771 WCH Training and support services to

the accountancy profession

100

Wilmington Compliance Week Inc.

(incorporated and operates in the US)

n/a ORA Provision of international

compliance and regulatory

information in the US

100

Wilmington FRA Inc. (incorporated and

operates in the US)

n/a ORA Conference and networking

provider of specialist events in

healthcare and finance

100

Wilmington Healthcare Limited+ 2530185 WCH Provision of reference information

to the healthcare industry

100

Wilmington Holdings No.1 Limited* 8313253 WCH Holding company 100

Wilmington Holdings US Inc.

(incorporated and operates in the US)

n/a ORA Holding company 100

Wilmington IBT Limited (formerly The

Matchett Group Limited)+

1221570 WCH Dormant 100

Name of company

UK company

number

Registered

address Business

Percentage

owned

Wilmington Inese SL (incorporated and

operates in Spain)

n/a CMA Provision of Spanish language

subscription based publications

100

Wilmington Insight Limited+ 2691102 WCH Holding company 100

Wilmington Legal Limited+ 2522603 WCH Holding company 100

Wilmington plc Employee Share

Ownership Trust+

n/a WCH Trust n/a

Wilmington Publishing & Information

Limited

3368442 WCH Provision of information and

events for professional markets

100

Wilmington Shared Services Limited 8314442 WCH Provision of shared services 100

The registered company addresses for each subsidiary undertaking are abbreviated as shown below.

Registered address Abbreviation

Att.Lena Frazen, Nytorget 7, Box 577, 611 10, Nyköping, Sweden ALF

33 Avenue de la Republique, 75011 Paris AVE

13 Baggot Street Upper, Dublin 4, Ireland BAG

Cloughoge Business Park, Newry, Countydown, Northern Ireland CLO

C/Recoletos, 3 – 1º, 28001 Madrid CRE

C/Maudes, 51 - 2ª Planta - 28003 Madrid CMA

Level 3, Gate Village, Building 2, Dubai International Financial Centre, PO Box 506745, Dubai GAT

1209 Orange Street, Delaware 19801 ORA

Suite 2111, 21/F., Prudential Tower, The Gateway, Harbour City, 21 Canton Road, Tsimshatsui,

Kowloon, Hong Kong PRU

6 Shenton Way, #17-08 OUE Downtown 2, Singapore 068809 SHE

Unit 30-01, Vertical Business Suite, Bangsar South, No.8, Jalan Kerinchi, 59200, Kuala Lumpur VER

10 Whitechapel High Street, London E1 8QS WCH

15. Investments in subsidiaries continued

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

16. Trade and other receivables

Group Company

30 June

2022

£’000

30 June

2021

£’000

30 June

2022

£’000

30 June

2021

£’000

Current

Trade receivables 22,290 23,202 — —

Prepayments and other receivables 4,807 5,496 71 570

Amounts due from subsidiaries — — 118,670 106,394

27,097 28,698 118,741 106,964

Amounts due from all subsidiaries are interest free, unsecured and repayable on demand. Expected credit losses

on amounts due from subsidiaries are not material.

17. Derivative financial investments

Group and Company

30 June

2022

£’000

30 June

2021

£’000

Non-current assets

Interest rate swaps — 57

18. Trade and other payables

Group Company

30 June

2022

£’000

30 June

2021

£’000

30 June

2022

£’000

30 June

2021

£’000

Trade and other payables 18,853 24,835 3,321 3,142

Subscriptions and deferred revenue 31,405 30,124 — —

Amounts due to subsidiaries — — 49,993 34,025

50,258 54,959 53,314 37,167

Wilmington plc has loans to the value of £3,098,640 (2021: £2,231,760) due to APM International SAS which incur

interest at 2% per annum; these loans are unsecured and repayable on demand. All other amounts due to

subsidiaries are interest free, unsecured and repayable on demand.

19. Borrowings

Group

30 June

2022

£’000

30 June

2021

£’000

Current liability

Bank overdrafts — 3,644

— 3,644

Non-current liability

Bank loans — 20,960

Capitalised loan arrangement fees — (530)

Bank loans net of loan arrangement fees — 20,430

At 30 June 2022 the Group was in an overall net cash (2021: net debt) position. The Group has not used its

revolving credit facility since January 2022 when the debt was fully repaid. As a result of its net cash position, and

considering the Group’s ongoing liquidity requirements, the Board approved the reduction of the facility from

£65m to £20m as disclosed in note 21.

20. Disposal group held for sale

As at 30 June 2022, the disposal group classified as held for sale relates to Wilmington Inese SL, a business held

within the Intelligence division.

The major classes of assets and liabilities comprising the disposal group held for sale are as follows:

30 June

2022

£’000

Intangible assets – computer software 35

Property, plant and equipment 271

Trade and other receivables 386

Cash and cash equivalents 758

Assets of disposal group held for sale 1,450

Trade and other payables (1,163)

Lease liabilities (169)

Liabilities of disposal group held for sale (1,332)

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

21. Financial instruments and risk management

The Group’s financial instruments arise from its operations (for example, trade receivables and trade payables),

from the financing of its operations (for example, loans and borrowings and equity) and from its risk management

activities (for example, interest rate swaps and forward currency contracts). The risks to which the Group is

exposed include liquidity and capital risk, foreign currency risk, and credit risk.

Interest rate risk

Risk

The Group has access to a £20m revolving credit facility, however it is not currently in use due to the Group’s net

cash position. The Group would only be exposed to cash flow volatility arising from fluctuations in market interest

rates if the facility was in use and in this case interest would be charged on the amount drawn down at a rate of

SONIA plus a margin of between 1.50 and 2.25% depending upon leverage. The Group incurs a commitment fee

for access to the facility at a rate of 40% of the applicable margin.

Group policy for interest rate risk management

The Group policy for interest rate risk management is to enter into interest rate swap contracts if beneficial to do

so. This decision is based on whether the contract would maintain the ratio of fixed to variable rate debt at a level

that achieves a reasonable cost of debt whilst reducing the exposure to cash flow volatility arising from

fluctuations in market interest rates.

In line with the Group policy for interest rate risk management, the Board made the decision during the year to

dispose of the interest rate swaps that were held. This is a result of the overall net cash position arising from the

disposal of AMT during the year. The gain on the revaluation of interest rate swaps is recognised in the income

statement within net gain on financing activities within adjusting items, the gain was recycled to the income

statement when hedge accounting was discontinued because the hedging instrument was liquidated.

The cancelled swaps were as follows:

• a $7.5m interest rate swap commencing on 1 July 2020 and ending on 1 October 2024, whereby the Group

received interest on $7.5m based on the USD SONIA rate and paid interest on $7.5m at a fixed rate of 0.495%; and

• a £20.0m interest rate swap commencing on 1 July 2020 and ending on 1 October 2024, whereby the Group

received interest on £20m based on the SONIA rate and paid interest on £20m at a fixed rate of 0.395%.

The interest rate profile of the Group’s interest-bearing financial instruments as reported to the management of

the Group is as follows:

Nominal amount

30 June

2022

£’000

30 June

2021

£’000

Financial liabilities — 20,960

Effects of interest rate swaps — (25,427)

— (4,467)

There were no financial instruments in place at 30 June 2022.

Amounts related to items designated as hedging instruments during the year were as follows:

During the year ended

30 June 2022

Change in value

of hedging

instrument

recognised in OCI

£’000

Line item in

profit or loss that

includes hedge

ineffectiveness

Line item

affected in

profit or loss

because of the

reclassification

— n/a 1,186

During the year ended

30 June 2021

Change in value

of hedging

instrument

recognised in OCI

£’000

Line item in

profit or loss that

includes hedge

ineffectiveness

Line item

affected in

profit or loss

because of the

reclassification

(93) n/a n/a

Carrying amount

At 30 June 2021

Nominal amount

£’000

Asset

£’000

Liability

£’000

Line item in the financial statements

where the hedging instrument is included

Interest rate swaps 5,427 22 — Derivative financial instruments

Interest rate swaps 20,000 35 — Derivative financial instruments

25,427 57 —

Liquidity and capital risk

Risk

The Group’s activities give rise to working capital obligations and other operational cash outflows, as well as

financing cash outflows if the Group is using the revolving credit facility. The Group is consequently exposed to

the risk that it cannot meet its obligations as they fall due or can only meet them at an uneconomic price.

Group policy

The Group policy is to preserve a strong capital base in order to maintain investor, creditor and market confidence

and to safeguard the future development of the business and to balance these objectives with the efficient use of

capital.

Risk management arrangements

The Group determines its liquidity requirements by the use of short and long term cash forecasts. The Group

enters into short, medium and long term financial instruments when deemed necessary to support operational

and other funding requirements.

Strategic Report Financial StatementsOur Governance

Wilmington plc

Annual Report and Financial Statements 2022

Notes to the financial statements continued

21. Financial instruments and risk management continued

Liquidity and capital risk continued

The terms of the facility are included below:

Revolving credit facility secured until 3 July 2024

The Group has a £20m revolving credit facility with Barclays Bank plc, The Governor and Company of the Bank of

Ireland and The Royal Bank of Scotland plc. The facility comprises of a revolving credit facility of £20m and an

overdraft facility across the Group of £5m.

During the year as a result of its net cash position, and considering the Group’s ongoing liquidity requirements, the

Board approved the reduction of the facility from £65m to £20m. Interest is charged on the amount drawn down at

between 1.50% and 2.25% above SONIA depending upon leverage, and drawdowns are made for periods of up to

six months in duration. The Group pays a fee of 40% of the applicable Margin on the undrawn element of the credit

facility and the undrawn overdraft.

The Group has available an undrawn revolving credit facility as follows:

30 June

2022

£’000

30 June

2021

£’000

Expiring after more than one year 20,000 44,040

The following tables provide a maturity analysis of the remaining contractually agreed cash flows for the Group’s

non-derivative financial liabilities on an undiscounted basis, which therefore differ from the carrying value and

fairvalue:

Group

At 30 June 2022

Within

1 year

£’000

1–2 years

£’000

2–5 years

£’000

More than

5 years

£’000

Tot al

£’000

Bank overdrafts — — — — —

Bank loans including interest 120 120 — — 240

Lease liabilities 507 1,972 4,777 662 7,918

Trade payables and accruals 18,853 — — — 18,853

19,480 2,092 4,777 662 27,011

At 30 June 2021

Within

1 year

£’000

1–2 years

£’000

2–5 years

£’000

More than

5 years

£’000

Tota l

£’000

Bank overdrafts 32 32 64 — 128

Bank loans including interest 384 384 22,278 — 23,046

Lease liabilities 2,333 2,064 5,240 1,841 11,478

Trade payables and accruals 24,835 — — — 24,835

27,584 2,480 27,582 1,841 59,487

Company

At 30 June 2022

Within

1 year

£’000

1–2 years

£’000

2–5 years

£’000

More than

5 years

£’000

Tot al

£’000

Bank overdrafts — — — — —

Bank loans including interest 120 120 — — 240

Lease liabilities — 1,606 4,242 554 6,402

Trade payables, accruals and

amounts due to subsidiary

undertakings 53,314 — — — 53,314

53,434 1,726 4,242 554 59,956

At 30 June 2021

Within

1 year

£’000

1–2 years

£’000

2–5 years

£’000

More than

5 years

£’000

Tota l

£’000

Bank overdrafts 32 32 64 — 128

Bank loans including interest 384 384 768 — 1,536

Lease liabilities 1,606 1,606 4,769 1,634 9,615

Trade payables, accruals and

amounts due to subsidiary

undertakings 37,167 — — — 37,167

39,189 2,022 5,601 1,634 48,446

The Company has entered into an unlimited cross guarantee with the Group’s credit facility providers.

Foreign currency risk

Risk

The currency of the primary economic environment in which the Group operates is Sterling, and this is also the

currency in which the Group presents its financial statements. However, the Group has significant US Dollar linked

cash flows arising from international trading and overseas operations. The Group is consequently exposed to

cash flow volatility arising from fluctuations in the applicable exchange rates for converting US Dollars to Sterling.

Group policy

The Group policy is to manage foreign currency risk, and to fix the exchange rate as appropriate in relation to a

periodically reassessed set percentage of expected US Dollar net cash inflows arising from international trading,

by entering into foreign currency contracts as appropriate to sell a specified amount of US Dollars on a specified

future date at a specified exchange rate. This set percentage is approved by the Board as part of the budgeting

process and upon the acquisition of foreign operations.

Where borrowings are required, the Group policy is to finance investment in overseas operations from borrowings

in the local currency of the relevant operation, so as to achieve a natural hedge of the foreign currency translation

risk. This natural hedge is designated as a net investment hedge for accounting purposes. Debt of $11m (2021:

$11.0m) designated as a net investment hedge relating to the Group’s interest in Compliance Week and FRA was

repaid during the year, and the net investment hedge de-recognised in line with the Group’s policy to hedge the

net investment only to the extent of the debt principal.

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Annual Report and Financial Statements 2022

Notes to the financial statements continued

21. Financial instruments and risk management continued

Foreign currency risk continued

Risk management arrangements

The following forward contracts were entered into in order to provide certainty in Sterling terms of 80% of the

Group’s expected net US Dollar income:

Currency Amount (£m) Maturity date

Foreign

exchange rate

US Dollar 1.0 29 October 2021 1.3792

US Dollar 1.0 30 November 2021 1.3793

US Dollar 1.0 31 December 2021 1.3795

US Dollar 1.0 31 January 2022 1.3801

US Dollar 1.0 28 February 2022 1.3802

US Dollar 2.0 31 March 2022 1.3803

US Dollar 1.5 29 April 2022 1.3805

The above derivatives are re-measured at fair value at each reporting date. This gives rise to a gain or loss, the

entire amount of which is recognised in the income statement.

The Group has performed a sensitivity analysis that measures the estimated credit/(charge) to the income

statement and other comprehensive income arising from a 10% difference in the US Dollar to Sterling and Euro to

Sterling exchange rates applicable at 30 June 2022, with all other variables remaining constant. The sensitivity

analysis makes the assumption that changes in foreign currency rates only affect income, expense, assets and

liabilities that are denominated in the relevant currencies.

Income statement OCI

+10% *

£’000

-10% *

£’000

+10% *

£’000

-10% *

£’000

Cash and cash equivalents (63) 77 — —

Trade receivables (including the effect of

forward currency contracts) (27) 33 — —

Currency translation differences — — 362 (442)

Net investment hedges — — 212 (173)

Profit before tax arising overseas (455) 556 — —

* +10% represents Sterling value appreciating compared with other currencies. -10% represents Sterling value depreciating compared with

othercurrencies.

Market risk

A foreign currency exposure can arise from the Group’s net investment in two of its US subsidiaries (Wilmington

Compliance Week Inc. and Wilmington FRA Inc.) that have a US Dollar functional currency. The risk arises from

the fluctuation in spot exchange rates between Sterling and the US Dollar, which causes the value of the net

investment to vary. The hedged risk in the net investment hedge is the risk of a weakening of the US Dollar against

Sterling that will result in a reduction in the carrying amount of the Group’s net investment in the US subsidiaries.

To assess hedge effectiveness, the Group determines the economic relationship between the hedging instrument

and the hedged item by comparing changes in the carrying amount of the debt that is attributable to a change in

the spot rate with changes in the investment in the foreign operation due to movements in the spot rate (the offset

method). The Group’s policy is to hedge the net investment only to the extent of the debt principal. In line with the

Group’s market risk policy, a decision was made during the year to dispose of the net investment UD dollar hedge

of $11m. This is a result of the overall net cash position arising from the disposal of AMT during the year.

The amounts related to items designated as hedging instruments during the year were as follows:

During the year ended 30 June 2022

Change in value

of hedging

instrument

recognised in OCI

£’000

Line item in

profit or loss that

includes hedge

ineffectiveness

Line item

affected in

profit or loss

because of the

reclassification

193 n/a n/a

During the year ended 30 June 2021

Change in value

of hedging

instrument

recognised in OCI

£’000

Line item in

profit or loss that

includes hedge

ineffectiveness

Line item

affected in

profit or loss

because of the

reclassification

(762) n/a n/a

There were no US Dollar loans at 30 June 2022.

Carrying amount

At 30 June 2021

Nominal amount

£’000

Liability

£’000

Line item in

the financial

statements where

the hedging

instrument

is included

US Dollar loans 7,960 7,960 Borrowings

7,960 7,960

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Annual Report and Financial Statements 2022

Notes to the financial statements continued

21. Financial instruments and risk management continued

Market risk continued

During the year ended 30 June 2022

Foreign currency

translation

reserve

£’000

Balances

remaining in the

foreign currency

translation

reserve from

hedging

relationships

for which hedge

accounting is no

longer applied

£’000

(1,552) —

During the year ended 30 June 2021

Foreign currency

translation

reserve

£’000

Balances

remaining in the

foreign currency

translation

reserve from

hedging

relationships

for which hedge

accounting is no

longer applied

£’000

(1,359) (742)

Credit risk

Risk

The Group’s principal financial assets are receivables and bank balances. The Group is consequently exposed to

the risk that its customers or the banks cannot meet their obligations as they fall due.

Group policy

The Group policy is to assess the creditworthiness and financial strength of customers at inception and on an

ongoing basis. The Group also reviews the credit rating of its banks. Cash is held in banks with a credit rating

between AA and BBB+ per Fitch at 19 September 2022, with the exception of £0.1m which is held in Allied Irish

and Ulster Bank both with a rating of BBB+.

Risk management arrangements

The Group’s credit risk is primarily attributable to its trade receivables. However, the Group has no significant

exposure to credit risk because its trading is spread over a large number of customers. The payment terms

offered to customers take into account the assessment of their creditworthiness and financial strength, and they

are set in accordance with industry standards. The creditworthiness of customers is considered before trading

commences. Most of the Group’s customers are large and well-established institutions that pay on time and in

accordance with the Group’s standard terms of business.

The amounts presented in the balance sheet are net of the expected credit loss allowance. The Group applies a

simplified approach to measure the expected credit loss allowance for trade receivables classified at amortised

cost, using the lifetime expected loss provision.

The Group assesses on a forward-looking basis the expected credit losses associated with its financial assets

carried at amortised cost and debt instruments at fair value through other comprehensive income. Expected

credit losses are updated at each reporting date to reflect changes in credit risk.

The expected credit loss on trade receivables is estimated using a provision matrix by reference to past default

experience and credit rating, taking into account forward looking factors including general economic conditions

and an assessment of the current and forecast conditions at the reporting date.

The following table details the risk profile of trade receivables based on the Group’s provision matrix.

At 30 June 2022

Not due

£’000

0–30 days

£’000

30–60 days

£’000

61–90 days

£’000

91–120 days

£’000

120+ days

£’000

Tot al

£’000

Gross carrying amount 14,733 3,280 1,940 1,197 936 1,079 23,165

Expected credit loss rate 0.29% 0.03% 0.12 % 0.10% 4.27% 72.98% 3.78%

Expected credit loss 43 1 2 1 40 788 875

Net carrying amount 14,690 3,279 1,938 1,196 896 291 22,290

Set out below is the movement for the year in the expected credit loss relating to trade receivables.

30 June

2022

£’000

30 June

2021

£’000

Allowances at 1 July 811 1,132

Additions charged to income statement [•] 176

Allowances used [•] (429)

Allowances reversed [•] (68)

Allowances at 30 June 875 811

Fair value of financial assets and financial liabilities

The table below sets out the accounting classification and the carrying and fair values of all of the Group’s financial

assets and financial liabilities. The carrying value and fair value are equal in all cases. None of the financial

instruments have been reclassified during the year. All items classified as fair value through profit and loss are held

for trading.

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Annual Report and Financial Statements 2022

Notes to the financial statements continued

21. Financial instruments and risk management continued

Credit risk continued

Fair value of financial assets and financial liabilities continued

Group

At 30 June 2022

Amortised

cost

£’000

Financial assets

Cash and cash equivalents 19,785

Trade and other receivables 22,729

Financial assets included within disposal group held for sale 1,106

43,620

Financial liabilities

Trade and other payables 18,853

Lease liabilities 7,510

Financial liabilities included within disposal group held for sale 518

26,881

At 30 June 2021

Fair value –

hedging

instrument

£’000

Amortised

cost

£’000

Tota l

£’000

Financial assets

Cash and cash equivalents — 7,374 7,374

Interest rate swaps 57 — 57

Trade and other receivables — 24,077 24,077

57 31,451 31,508

Financial liabilities

Trade and other payables — (24,835) (24,835)

Lease liabilities — (10,742) (10,742)

Bank overdrafts — (3,644) (3,644)

Bank loans — (20,960) (20,960)

— (60,181) (60,181)

Company

At 30 June 2022

Amortised

cost

£’000

Financial assets

Cash and cash equivalents 15,734

Trade and other receivables 118,670

134,404

Financial liabilities

Trade and other payables (49,993)

Lease liabilities (6,225)

(56,218)

At 30 June 2021

Fair value –

hedging

instrument

£’000

Amortised

cost

£’000

Tota l

£’000

Financial assets

Cash and cash equivalents — 2,702 2,702

Interest rate swaps 57 — 57

Trade and other receivables — 106,394 106,394

57 109,096 109,153

Financial liabilities

Trade and other payables — (34,548) (34,548)

Lease liabilities — (8,963) (8,963)

— (43,511) (43,511)

Fair value measurement

The methods and assumptions used to estimate the fair values of financial assets and liabilities are as follows:

• the carrying amount of trade receivables and payables approximates to fair value due to the short maturity of

the amounts receivable and payable;

• the fair value of the Group’s borrowings are estimated on the basis of the discounted value of future cash flows

using approximate discount rates in effect at the balance sheet date; and

• the fair value of the Group’s outstanding interest rate swaps, foreign exchange contracts and put options for

non-controlling interest are estimated using discounted cash flow models and market rates of interest and

foreign exchange at the balance sheet date.

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Annual Report and Financial Statements 2022

Notes to the financial statements continued

22. Deferred tax

Movements on deferred tax assets are as follows:

Group

Share based

payments

£’000

Fair value

interest

rate swap

£’000

US deferred

consideration

£’000

Ta x

losses

£’000

Other

£’000

Tota l

£’000

Asset at 1 July 2020 106 11 243 795 34 1,189

Tax relating to initial application

of IFRS 16 — — — — (34) (34)

Deferred tax (charge)/credit

inthe income statement for

theyear (14) — (22) 432 — 396

Deferred tax charge in other

comprehensive income for

theyear — (22) — — — (22)

Deferred tax credit included

directly in equity for the year 358 — — — — 358

Utilisation of deferred tax asset — — — (498) — (498)

Exchange translation difference — — (25) — — (25)

Asset at 30 June 2021 450 (11) 196 729 — 1,364

Deferred tax (charge)/credit

inthe income statement for

theyear (16) 11 (23) 191 — 163

Deferred tax credit included

directly in equity for the year 70 — — — — 70

Utilisation of deferred tax asset — — — (631) — (631)

Exchange translation difference — — 75 — — 75

Asset at 30 June 2022 504 — 248 289 — 1,041

Company

Share based

payments

£’000

Fair value interest

rate swap

£’000

Tota l

£’000

Asset at 30 June 2020 106 11 117

Deferred tax charge in the income statement for the year (14) — (14)

Deferred tax charge in other comprehensive income for the year — (22) (22)

Deferred tax credit included directly in equity for the year 358 — 358

Asset at 30 June 2021 450 (11) 439

Deferred tax charge in the income statement for the year (16) 11 (5)

Deferred tax credit included directly in equity for the year 70 — 70

Asset at 30 June 2022 504 — 504

Movements on deferred tax liabilities are as follows:

Group

£’000

Non-current liabilities

Liability at 30 June 2020 2,524

Deferred tax credit in the income statement for the year (530)

Effect on deferred tax of a change in the corporation tax rate 132

Exchange translation difference (72)

Liability at 30 June 2021 2,054

Deferred tax credit in the income statement for the year (51)

Effect on deferred tax of a change in the corporation tax rate 2

Exchange translation difference 35

Liability at 30 June 2022 2,040

The deferred tax liability arises as a result of accelerated tax on amortisation of intangible assets excluding

computer software and on the depreciation of property, plant and equipment.

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Annual Report and Financial Statements 2022

Notes to the financial statements continued

23. Share capital

Group

Number of

ordinary

shares of

5p each

Ordinary shares

£’000

Share premium

account

£’000

Treasury

shares and

ESOT reserves

£’000

Tota l

£’000

Issued and fully paid

ordinary shares

At 30 June 2020 87,603,917 4,380 45,225 (590) 49,015

Performance share plan

awards vesting settled

viaESOT — — — 137 137

ESOT share purchases — — — (263) (263)

Sale of treasury shares — — — 15 15

At 30 June 2021 87,603,917 4,380 45,225 (701) 48,904

Performance share plan

awards vesting settled

viaESOT — — — 84 84

ESOT share purchases — — — (371) (371)

Issue of shares 224,838 11 328 — 339

Purchase of treasury shares — — — (154) (154)

Sale of treasury shares — — — 49 49

At 30 June 2022 87,828,755 4,391 45,553 (1,093) 48,851

Company

Number of

ordinary

shares of

5p each

Ordinary shares

£’000

Share premium

account

£’000

Treasury

£’000

Tota l

£’000

Issued and fully paid

ordinary shares

At 30 June 2020 87,603,917 4,380 45,225 (93) 49,512

Shares issued

Sale of treasury shares — — — 15 15

At 30 June 2021 87,603,917 4,380 45,225 (78) 49,527

Issue of shares 224,838 11 328 — 339

Purchase of treasury shares — — — (154) (154)

Sale of treasury shares — — — 49 49

At 30 June 2022 87,828,755 4,391 45,553 (183) 49,761

In May 2022 Wilmington issued 224,838 ordinary voting shares of £0.05 to satisfy the Company’s obligations

under the SAYE Plan.

During the year the Wilmington Group plc Employee Share Ownership Trust (‘ESOT’) purchased 170,097 ordinary

shares for the purpose of future settlement of employee share schemes. On 30 September 2021, 37,435 shares

vested under its Performance Share Plan settled via the ESOT. In April 2022 3,552 shares were used to satisfy the

Company’s obligations under the SAYE Plan. At 30 June 2022, the ESOT held 403,782 shares (2021: 274,672) in

the Company, which represents 0.5% (2021: 0.4%) of the called up share capital.

At 30 June 2022, 65,970 shares (2021: 34,533) were held in treasury, which represents 0.1% (2021: 0.1%) of the

share capital of the Company.

24. Share based payments

The Group’s share based payment arrangements are as follows:

a) Performance Share Plan (‘PSP’) Awards, applying to Executives.

b) Performance Share Plan (‘PSP’) Awards, applying to the Senior Leadership Team.

c) Share Option Plan (‘Options’), applying to the Senior Leadership Team.

d) An employee Save As You Earn (‘SAYE’) scheme, for UK based employees.

An expense of £1,230,000 (2021: £566,000) was recognised in the income statement of the Group for share

based payments. Of this expense £1,230,000 (2021: £566,000) was recognised in the parent company income

statement.

During the year ended 30 June 2022, the following events have occurred in respect of each scheme.

a) PSP awards, applying to Executives

Details of Directors’ share awards are set out in the Directors’ remuneration report.

Under the Wilmington plc 2017 Performance Share Plan:

Date of grant

Exercise

price per

award

Date of

vesting

Number of

shares for

which awards

outstanding at

1 July 2020

Awards

granted

during year

Awards

vested

during year

Awards

lapsed

during year

Number of

shares for

which awards

outstanding at

30 June 2022

September 2018 Nil

September

2021 79,486 — (37,435) (42,051) —

September 2019 Nil

September

2022 285,673 — — [(170,923)] 114,750

September 2020 Nil

September

2023 546,939 — — (91,837) 455,102

February 2021 Nil

September

2023 52,971 — — — 52,971

September 2021 Nil

September

2024 — 383,177 — — 383,177

February 2022 Nil

September

2024 — 27,307 — — 27,307

Strategic Report Financial StatementsOur Governance

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Annual Report and Financial Statements 2022

Notes to the financial statements continued

24. Share based payments continued

a) PSP awards, applying to Executives continued

37,435 awards vested on 28 September 2021 at a share price of £2.26. 383,177 awards were granted to

Executives in September 2021 with a fair value of £1.90 per award. 27,307 awards were granted to the Chief

People Officer on 22 February 2022 with a fair value of £2.08 per award.

The performance conditions of the awards granted between 2018 and 2019 are based on the

proportions shown below:

• 33.3% total shareholder return (‘TSR’);

• 33.3% earnings per share (‘EPS’); and

• 33.3% return on equity (‘ROE’).

The performance conditions of the awards granted in September 2020 and February 2021 are based

on the proportions below:

• 40.0% total shareholder return (‘TSR’);

• 40.0% earnings per share (‘EPS’); and

• 20.0% organic growth (‘ORG’).

The performance conditions of the awards granted in September 2021 and February 2022 are based

on the proportions below:

• 65.0% earnings per share (‘EPS’); and

• 35.0% organic growth (‘ORG’).

The awards granted to Executives in September 2021 were valued using the Black Scholes and

Stochastic methods with the following assumptions:

• expected volatility (%): 46.86

• expected life (years): 3.0; and

• expected dividends (%): Nil.

The awards granted to the Chief People Officer in February 2022 were valued using the Black

Scholes and Stochastic methods with the following assumptions:

• expected volatility (%): 45.58

• expected life (years): 3.0; and

• expected dividends (%): Nil.

Expected volatility was determined by reference to the historical volatility of the Group’s share price. The

expected life used in the model is the mid-point of the exercise period.

b) PSP awards, applying to the Senior Leadership Team

Under the Wilmington plc 2017 Performance Share Plan:

Date of grant

Exercise

price per

award

Date of

vesting

Number of

shares for

which awards

outstanding at

1 July 2020

Awards

granted

during year

Awards

vested

during year

Awards

lapsed

during year

Number of

shares for

which awards

outstanding at

30 June 2022

September 2018 Nil September 2021 178,917 — — (178,917) —

September 2019 Nil September 2022 145,776 — — (1,599) 144,177

September 2020 Nil September 2023 223,295 — — (7,584) 215,711

September 2021 Nil September 2024 — 151,870 — — 151,870

February 2022 Nil September 2024 — 7,270 — — 7,270

The fair value of the awards granted on 28 September 2021 was £2.06 and the fair value of the awards granted on

22 February 2022 was £2.24 per award.

The performance conditions of the awards granted in September 2021 and February 2022 are based on the

proportions shown below.

• 65.0% earnings per share (‘EPS’); and

• 35.0% organic growth (‘ORG’).

The awards granted in September 2021 were valued using the Black Scholes method with the following

assumptions:

• expected life (years): 3.0; and

• expected dividends (%): 2.69.

The awards granted in February 2022 were valued using the Black Scholes method with the following

assumptions:

• expected life (years): 3.0; and

• expected dividends (%): 2.60.

c) Options

On 30 September 2021 and 22 February 2022, the Company awarded share options to selected key

management. This is a discretionary scheme which enables a company to grant share options to selected

employees. The exercise price of the granted options is equal to the market price of the shares on the date of the

grant. Options are conditional on the employee completing three years’ service (the vesting period) so act as a

lock-in incentive; the options have a contractual option term of ten years. The options are exercisable starting

three years from the grant date, subject to the Group achieving growth in earnings per share in line with the targets

set out in the deed of grant. The Group has no legal or constructive obligation to repurchase or settle the options

in cash.

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Annual Report and Financial Statements 2022

Notes to the financial statements continued

24. Share based payments continued

c) Options continued

Movements in the number of share options outstanding and their related weighted average exercise price are

asfollows:

Date of grant

Average

exercise price

per option

£ Date of vesting

Number of

shares for

which options

outstanding at

1 July 2020

Options

granted

during year

Options

exercised

during year

Options

lapsed

during year

Number

of shares

for which

options

outstanding

at June 2022

September 2015 2.625 September 2018 160,726 — — — 160,726

September 2016 2.455 September 2019 — — — — —

September 2017 2.150 September 2020 — — — — —

September 2018 1.848 September 2021 281,313 — — (281,313) —

September 2019 2.080 September 2022 220,007 — — (3,859) 216,148

September 2020 1.225 September 2023 328,772 — — (18,201) 310,571

September 2021 2.228 September 2024 — 216,323 — — 216,323

February 2022 2.420 September 2024 — 10,905 — — 10,905

The fair value of the options granted on 28 September 2021 was £0.52 and the fair value of the options granted on

22 February 2022 was £0.61 per option.

The options granted in September 2021 were valued using the Black Scholes method with the following

assumptions:

• expected volatility (%): 32.74;

• expected life (years): 6.50;

• expected dividends (%): 2.60; and

• expected volatility was determined by reference to the historical volatility of the Group’s share price. The

expected life used in the model is the mid-point of the exercise period.

The options granted in February 2022 were valued using the Black Scholes method with the following

assumptions:

• expected volatility (%): 32.34;

• expected life (years): 6.50;

• expected dividends (%): 2.69; and

• expected volatility was determined by reference to the historical volatility of the Group’s share price. The

expected life used in the model is the mid-point of the exercise period.

d) Save As You Earn Options

On 29 March 2019, Save As You Earn Options with a per share exercise price of £1.52 over 688,612 ordinary

shares in Wilmington plc (the ‘Company’) were granted under the Wilmington SAYE Plan 2018 to employees of the

Company and its subsidiaries. In May 2022 the SAYE Options vested, and can be exercised within six months

following vesting, 279,815 shares vested during the year. At 30 June 2022 there were 47,127 (2021: 326,942)

shares for which options were outstanding.

On 19 October 2020, Save As You Earn Options with a per share exercise price of £0.96 over 984,973 ordinary

shares in the Company were granted under the Wilmington SAYE Plan 2018 to employees of the Company and its

subsidiaries. At 30 June 2022 there were 784,949 (2021: 930,261) shares for which options were outstanding.

The exercise prices of £1.52 and £0.96 relating to the 2019 SAYE Options and the 2020 SAYE Options

respectively were calculated in accordance with the rules as set out in the SAYE Scheme. The SAYE Options will

normally vest and become exercisable over a three year vesting period from the date of grant and can be

exercised within six months following vesting.

25. Lease liabilities

The Group enters into leases of buildings in relation to offices & business premises in the geographical locations in

which they operate.

The following table shows the discounted lease liabilities included in the Group and Company balance sheets:

Group Company

30 June

2022

£’000

30 June

2021

£’000

30 June

2022

£’000

30 June

2021

£’000

Current 648 2,356 118 1,606

Non-current 6,862 8,386 6,107 7,357

7,510 10,742 6,225 8,963

A reconciliation of the movement in the right-of-use assets is included in note 14. The maturity analysis of lease

liabilities on a contractual undiscounted cash flow basis is included in note 21. The interest expense in relation to

lease liabilities is included in note 6. Amounts recognised through the consolidated income statement in respect

of short-term leases and low-value leases are included in note 4. The total cash outflow for leases was £4,166,000

(2021: £3,352,000) with the year-on-year increase relating to a difference in the timing of payments.

Contracts entered into by the Group have a wide range of terms and conditions but generally do not impose any

additional covenants. Extension and terminations options provide the Group with additional operational flexibility.

Strategic Report Financial StatementsOur Governance

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Annual Report and Financial Statements 2022

Notes to the financial statements continued

25. Lease liabilities continued

These options are included in the lease term if the Group considers it reasonably certain that the lease will be

extended or terminated.

Included in liabilities of disposal group classified as held for sale is £169,000 relating to lease liabilities for

Wilmington Inese SL.

The Group is committed to one lease agreement not yet commenced as at 30 June 2022. The future cash outflow

to which the Group is potentially exposed for this agreement is approximately £550,000.

26. Provisions

Property and other £’000

At 1 July 2020 —

Additional provision in the year 1,842

At 30 June 2021 1,842

Utilised in the year (307)

At 30 June 2022 1,535

30 June

2022

£’000

30 June

2021

£’000

Included in current liabilities 307 461

Included in non-current liabilities 1,228 1,381

1,535 1,842

The provision is based on assumptions and estimates where the ultimate outcome may be different from the amount

provided. The provision reflects the Group’s best estimate of the probable exposure as at 30 June 2022. This

assessment has been made having considered the sensitivity of the provision for possible changes in key assumptions.

27. Commitments

The Group had no (2021: none) capital commitments contracted but not provided for in relation to property, plant

and equipment at 30 June 2022.

28. Related party transactions

The Company and its wholly owned subsidiary undertakings offer certain Group-wide purchasing facilities to the

Company’s other subsidiary undertakings whereby the actual costs are recharged.

The Company has made recharges totalling £503,896 (2021: £2,386,709) to its fellow Group undertakings in

respect of management services.

Amounts due from and to subsidiary undertakings by the Company are set out in notes 16 and 18 respectively.

During the year, the Company received dividends of £15,416,584 from subsidiaries (2021: £42,998,819).

There were no (2021: £nil) transactions with related parties of key management personnel in the year.

29. Staff and their pay and benefits

a) Employee costs (including Directors) were as follows::

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Wages and salaries* 47,374 47,884

Social security costs 5,164 4,814

Other pension costs 1,384 1,409

Share based payments (including social security costs) 1,230 566

55,152 54,673

* Excluded from wages and salaries are redundancy costs in the year of £1,072,371 (2021: £1,969,131).

b) Remuneration of key management personnel that held office for part or all of the year (2022: 9 people; 2021: 14

people), which includes the Directors and other key management personnel, is shown in the table below:

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Short term employee benefits 2,226 3,385

Compensation for loss of office — 164

Post-employment benefits 72 89

Share based payments 302 394

2,600 4,032

More detailed information concerning Directors’ remuneration, shareholdings, pension entitlement, share options

and other Long Term Incentive Plans (‘LTIPs’) is shown in the audited part of the Directors’ remuneration report on

pages [64] to [72], which forms part of the consolidated financial statements.

c) The average monthly number of employees (including Directors) employed by the Group was as follows:

Year ended

30 June

2022

Number

Year ended

30 June

2021

Number

Cost of sales 520 549

Administration 381 403

901 952

Total full time equivalents at 30 June 2022 were 779 (2021: 835).

d) Retirement benefits

The Group contributes to defined contribution pension schemes. Total contributions to the schemes during the

year were £1,384,000 (2021: £1,409,000).

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Notes to the financial statements continued

30. Cash generated from operations

Group Company

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Profit/(loss) from continuing operations

before tax 36,120 (2,025) 14,964 37,879

Adjusting item- gain on disposal of

subsidiaries (16,329) (770) — —

Adjusting item- gain on disposal of business

operations — (3,394) — —

Adjusting item - gain on sale of property,

plant and equipment (1,289) — — —

Adjusting item- net gain on financing

activities (840) — (840) —

Adjusting items 66 2,970 (6,061) 151

Depreciation of property, plant and

equipment included in operating expenses 2,412 3,399 — —

Amortisation of intangible assets 6,089 5,816 — —

Impairment of goodwill, intangible assets

and property, plant and equipment 597 14,834 — 2,786

Non-adjusting (profit)/loss on disposal of

property, plant and equipment (71) 2 — —

Share based payments (including social

security costs) 1,230 566 1,230 566

Net finance costs 928 1,634 663 855

Operating cash flows before

movements in working capital 28,913 23,032 9,956 42,237

Decrease/(increase) in trade and other

receivables 1,621 (3,619) (9,396) (24,923)

(Decrease)/increase in trade and other

payables (5,657) (2,123) (7,275) 3,070

Decrease in provisions (307) — — —

Cash generated from/(used in)

operations before adjusting items 24,570 17,290 (6,715) 20,384

Cash conversion is calculated as a percentage of cash generated by operations to adjusted EBITA as follows:

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Funds from operations before adjusting items:

Adjusted EBITA (note 2) 21,621 16,649

Share based payments (including social security costs) 1,230 566

Amortisation of intangible assets – computer software 3,721 2,416

Depreciation of property, plant and equipment included in operating expenses 2,412 3,399

Non-adjusting (profit)/loss on disposal of property, plant and equipment (71) 2

Operating cash flows before movement in working capital 28,913 23,032

Net working capital movement (4,343) (5,742)

Funds from operations before adjusting items 24,570 17,290

Cash conversion 114% 104%

Year ended

30 June

2022

£’000

Year ended

30 June

2021

£’000

Free cash flow:

Operating cash flows before movement in working capital 28,913 23,032

Proceeds on disposal of property, plant and equipment 3,493 103

Net working capital movement (4,343) (5,742)

Interest paid (479) (1,196)

Payment of lease liabilities (3,752) (2,530)

Tax paid (3,397) (2,697)

Purchase of property, plant and equipment (440) (1,047)

Purchase of intangible assets (1,292) (1,969)

Free cash flow 18,703 7,954

31. Events after the reporting period

There were no events after the Balance Sheet date that require disclosure.

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Pro forma five year financial summary (unaudited)

2018

£’m

2019

£’m

2020

£’m

2021

£’m

2022

£’m

Revenue 121.3 122.5 113.1 113.0 121.0

Operating expenses (before adjusting items) (97.5) (101.0) (99.1) (96.4) (99.4)

Adjusted EBITA 23.8 21.5 14.0 16.6 21.6

Other adjusting items (4.6) (1.4) (0.6) (3.0) 0.1

Gain on disposal of property, plant and equipment — — — — 1.3

Gain on disposal of business operations — — — 3.4 —

Gain on disposal of subsidiaries — 1.9 — 0.8 16.3

Net gain on financing activities — — — — 0.8

Amortisation of intangible assets excluding computer software (6.4) (5.1) (4.8) (3.4) (2.5)

Impairment of goodwill, intangible assets and property, plant

andequipment (8.6) — — (14.8) (0.6)

Operating profit/(loss) 4.2 16.9 8.6 (0.4) 37.0

Net finance costs (1.9) (2.1) (2.2) (1.6) (0.9)

Share of loss of equity accounted investment — (0.1) — — —

Profit/(loss) on ordinary activities before tax 2.3 14.7 6.4 (2.0) 36.1

Taxation (2.6) (3.5) (1.8) (2.5) (3.3)

Profit/(loss) on ordinary activities after tax (0.3) 11.2 4.6 (4.5) 32.8

Adjusted profit before tax 21.8 19.3 11.9 15.0 20.7

Cash generated from operations before adjusting items 25.7 26.4 26.5 17.3 24.6

Basic earnings per ordinary share from continuing operations (pence) (0.45) 12.74 5.33 (5.18) 37.46

Diluted earnings per ordinary share from continuing operations (pence) (0.45) 12.64 5.26 (5.18) 36.98

Adjusted earnings per ordinary share from continuing operations (pence) 19.80 17.44 10.71 13.62 18.66

Interim and proposed final dividend per share (pence) 8.8 9.1 — 6.0 [•]

Dividend cover (times)

2.3 1.9 — 2.3 [•]

Return on sales (%)

19.6 17.5 12.4 14.7 17.9

The results for the financial years to 2018 and 2019 have not been adjusted for IFRS 16.

1 Dividend cover – adjusted earnings per ordinary share from continuing operations divided by the interim and proposed final dividend per share.

2 Return on sales – adjusted EBITA divided by revenue.

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Advisors and corporate calendar

Financial advisors

Evercore Partners

15 Stanhope Gate

London

W1K 1LN

Stockbrokers

Numis Securities Limited

10 Paternoster Square

London

EC4M 7LT

Independent auditors

Grant Thornton UK LLP

30 Finsbury Square

London

EC2A 1AG

Solicitors

Osborne Clarke

One London Wall

London

EC2Y 5EB

Principal bankers

Barclays Bank plc

1 Churchill Place

Canary Wharf

London

E14 5HP

Registrars

Equiniti Limited

Aspect House

Spencer Road

Lancing

BN99 6DA

Shareholder helpline

+44 (0) 371 384 2855 (UK)

+44 121 415 7047 (overseas)

Corporate calendar

Announcement of final results

20 September 2022

Annual General Meeting

23 November 2022

Announcement of interim results

February 2023

Registered and business address

Wilmington plc

10 Whitechapel High Street

London

E1 8QS

Tel: +44 (0)20 7490 0049

www.wilmingtonplc.com

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Wilmington plc

[10 Whitechapel High Street

London

E1 8QS]

[Tel: +44 (0)20 7490 0049